This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Executive Overview



Our results in the second quarter of 2022 delivered a solid financial
performance with increases in gross margin, net earnings and diluted earnings
per share, compared to the same period last year. We achieved all of this
despite the ongoing macro-environment challenges surrounding the COVID-19
Omicron variant, supply chain, and inflationary pressures, which have impacted
customer behavior and purchasing power. However, by continuing to focus on our
four strategic pillars; leveraging our digital platform, driving loyalty and
personalization, delivering product innovation and optimizing our supply chain,
we believe we are well-positioned to navigate these macro headwinds and continue
to drive growth in both of our businesses, retail and professional.

Highlights for the Three Months Ended March 31, 2022

• Consolidated net sales for the three months ended March 31, 2022,

decreased $14.9 million, or 1.6%, to $911.4 million, compared to the three

months ended March 31, 2021;

• Consolidated comparable sales increased 0.2% for the three months ended

March 31, 2022, compared to the three months ended March 31, 2021;




    •   Consolidated gross profit for the three months ended March 31, 2022,
        decreased $1.9 million, or 0.4%, to $465.3 million, compared to the three
        months ended March 31, 2021. Gross margin increased 70 basis points to
        51.1% for the three months ended March 31, 2022, compared to the three
        months ended March 31, 2021;

• Consolidated operating earnings for the three months ended March 31, 2022,

increased $11.0 million, or 14.5%, to $86.5 million, compared to the three

months ended March 31, 2021. Operating margin increased 130 bps to 9.5%

for the three months ended March 31, 2022, compared to the three months

ended March 31, 2021;

• For the three months ended March 31, 2022, our consolidated net earnings


        increased $8.5 million, or 22.2%, to $46.8 million, compared to the three
        months ended March 31, 2021;

• For the three months ended March 31, 2022, our diluted earnings per share

was $0.42 compared to $0.34 for the three months ended March 31, 2021; and

• Cash provided by operations was $2.8 million for the three months ended

March 31, 2022, compared to cash provided by operations of $92.6 million

for the three months ended March 31, 2021.

Impact of COVID-19 on Our Business



Throughout the current quarter and year we continued to experience disruptions
to our business as a result of the COVID-19 pandemic and continued to take
certain actions in order to protect our customers and associates. In particular,
our store operations were disrupted by the Omicron variant due to employee
illnesses primarily in December and January and we continued to incur additional
costs associated with testing and vaccinations, disinfectant cleanings in
connection with positive cases in stores and support centers, and the write-down
of obsolete personal-protective equipment inventory.

Due to general labor shortages in the U.S., especially among retail and hourly
employees, we have also experienced staffing shortages at our U.S. stores and an
increase in our compensation costs in order to attract and retain
associates. While the situation has been improving, we cannot reasonably predict
the effects of new variants or expect these positive trends to continue.
Therefore, our future performance may partially depend on impacts of COVID-19
such as decreased customer in-store traffic, new waves of infection, labor and
supply chain disruptions, developing variants, changes in guidance from
international and domestic authorities, and availability and timing of vaccines.

Refer to Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended September 30, 2021, for further discussion on the risks and uncertainties created by COVID-19.


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Global Supply Chain and Inflationary Impact



There continues to be volatility in the global supply chain as shipment delays
continue to impact ports, inflationary pressures are exacerbated by global
political instability, and consumer demand continues to evolve as a lingering
effect from the COVID-19 pandemic. In the current quarter we continued to
experience elevated distribution costs as these shifts in demand and supply have
led to longer lead times and delays, and carriers are faced with increased costs
associated with capacity imbalances between ports as well as overall prolonged
transportation challenges. Moreover, the war in Ukraine has created additional
uncertainty in the global markets, which have seen a rise in fuel prices, and is
another factor impacting distribution costs. Due to these events, we have seen
an increase in our inbound freight costs and extended inventory in transit
times. Inflationary pressures also impacted customer behavior which resulted in
lower traffic and conversion in the current quarter.

Comparable Sales



We have recently launched many digital initiatives to support our omni-channel
strategies to provide customers an enhanced shopping experience. As such, we
believe that comparable sales is an appropriate performance indicator to measure
our sales growth compared to the prior period. Our comparable sales include
sales from stores that have been operating for 14 months or longer as of the
last day of a month and e-commerce revenue. Additionally, our comparable sales
include sales to franchisees and full service sales. Our comparable sales
excludes the effect of changes in foreign exchange rates and sales from stores
relocated until 14 months after the relocation. Revenue from acquisitions are
excluded from our comparable sales calculation until 14 months after the
acquisition. Our calculation of comparable sales might not be the same as other
retailers as the calculation varies across the retail industry.

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Overview

Key Operating Metrics

The following table sets forth, for the periods indicated, information
concerning key measures we rely on to evaluate our operating performance
(dollars in thousands):

                                                Three Months Ended                                            Six Months Ended
                                                     March 31,                                                    March 31,
                                 2022           2021          Increase (Decrease)            2022            2021            Increase (Decrease)
Net sales:
SBS                            $ 525,785      $ 542,664     $    (16,879 )      (3.1 )%   $ 1,087,315     $ 1,090,334      $     (3,019 )      (0.3 )%
BSG                              385,602        383,664            1,938         0.5 %        804,323         772,016            32,307         4.2 %
Consolidated                   $ 911,387      $ 926,328     $    (14,941 )      (1.6 )%   $ 1,891,638     $ 1,862,350      $     29,288         1.6 %

Gross profit:
SBS                            $ 309,262      $ 317,161     $     (7,899 )      (2.5 )%   $   637,434     $   632,973      $      4,461         0.7 %
BSG                              156,070        150,068            6,002         4.0 %        328,027         304,980            23,047         7.6 %
Consolidated                   $ 465,332      $ 467,229     $     (1,897 )      (0.4 )%   $   965,461     $   937,953      $     27,508         2.9 %

Segment gross margin:
SBS                                 58.8 %         58.4 %             40     bps                 58.6 %          58.1 %              50     bps
BSG                                 40.5 %         39.1 %            140     bps                 40.8 %          39.5 %             130     bps
Consolidated                        51.1 %         50.4 %             70     bps                 51.0 %          50.4 %              60     bps

Net earnings:
Segment operating earnings:
SBS                            $  80,940      $ 100,063     $    (19,123 )     (19.1 )%   $   181,563     $   195,191      $    (13,628 )      (7.0 )%
BSG                               46,008         47,843           (1,835 )      (3.8 )%       104,554          96,415             8,139         8.4 %
Segment operating earnings       126,948        147,906          (20,958 )     (14.2 )%       286,117         291,606            (5,489 )      (1.9 )%
Unallocated expenses and
restructuring (a)                 40,487         72,395          (31,908 )     (44.1 )%        86,876         111,773           (24,897 )     (22.3 )%
Consolidated operating
earnings                          86,461         75,511           10,950        14.5 %        199,241         179,833            19,408        10.8 %
Interest expense                  19,896         23,883           (3,987 )     (16.7 )%        40,137          49,861            (9,724 )     (19.5 )%
Earnings before provision
for income taxes                  66,565         51,628           14,937        28.9 %        159,104         129,972            29,132        22.4 %
Provision for income taxes        19,757         13,316            6,441        48.4 %         43,458          34,469             8,989        26.1 %
Net earnings                   $  46,808      $  38,312     $      8,496        22.2 %    $   115,646     $    95,503      $     20,143        21.1 %
                                       .
Number of stores at end-of-period (including
franchises):
SBS                                                                                             3,499           3,625              (126 )      (3.5 )%
BSG                                                                                             1,363           1,379               (16 )      (1.2 )%
Consolidated                                                                                    4,862           5,004              (142 )      (2.8 )%
Comparable sales growth (decline) (b):
SBS                                 (0.5 )%         3.7 %          (420)     bps                  2.0 %          (0.2 )%            220     bps
BSG                                  1.3 %          8.0 %          (670)     bps                  4.9 %           0.2 %             470     bps
Consolidated                         0.2 %          5.4 %          (520)     bps                  3.2 %          (0.1 )%            330     bps



(a) Unallocated expenses consist of corporate and shared costs and are included

in selling, general and administrative expenses in our condensed consolidated

statements of earnings.

(b) Our comparable sales include sales from stores that have been operating for

14 months or longer as of the last day of a month and e-commerce revenue.

Additionally, our comparable sales include sales to franchisees and full

service sales. Our comparable sales excludes the effect of changes in foreign

exchange rates and sales from stores relocated until 14 months after the

relocation. Revenue from acquisitions are excluded from our comparable sales

calculation until 14 months after the acquisition. Prior to fiscal year 2022,

we reported Same Store Sales. For fiscal year 2022, we are reporting

Comparable Sales, which includes sales to franchisees and full service sales.

We have recast prior year amounts to conform to the change. See "Comparable


    Sales" discussion above for further information.



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Results of Operations

The Three Months Ended March 31, 2022, compared to the Three Months Ended March 31, 2021

Net Sales

SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):



Comparable sales                     $  (2,580 )
Sales outside comparable sales (a)     (10,409 )
Foreign currency exchange               (3,890 )
Total                                $ (16,879 )

(a) Includes stores opened for less than 14 months, net of stores closures




The decrease in net sales was driven by lower unit volume, primarily due to
operating fewer stores compared to the same period last year, lower traffic and
conversion due to the impact of COVID-19, supply chain disruptions, the lapping
of stimulus gains in the prior year, and inflationary pressures impacting
consumer behavior, along with the negative impact of foreign exchange rates.
This decrease was partially offset by an increase in average unit prices, led by
our color and care categories.

BSG. The increase in net sales for BSG was primarily driven by the following (in thousands):



Comparable sales                     $  4,737
Sales outside comparable sales (a)     (2,741 )
Foreign currency exchange                 (58 )
Total                                $  1,938

(a) Includes stores opened for less than 14 months, net of stores closures




The increase in net sales was driven by an increase in comparable sales,
primarily due to an increase in average unit prices and from strong e-commerce
growth. These increases were offset by a decrease in overall unit volume due to
operating fewer stores compared to the same period last year.

Gross Profit



SBS. SBS's gross profit decreased for the three months ended March 31, 2022, as
a result of a decrease in net sales, partially offset by a higher gross margin.
SBS's gross margin increased primarily as a result of pricing leverage and a
decrease in write-downs of obsolete personal-protective equipment, partially
offset by higher distribution and freight costs and an unfavorable sales mix
shift between the U.S. and international markets.

BSG. BSG's gross profit increased for the three months ended March 31, 2022,
driven by an improvement in pricing leverage and a decrease in write-downs of
obsolete personal-protective equipment, partially offset by higher distribution
and freight costs.

Selling, General and Administrative Expenses



SBS. SBS's selling, general and administrative expenses increased $11.2 million,
or 5.2%, for the three months ended March 31, 2022. The increase was driven
primarily by higher compensation and compensation-related expenses of $8.9
million, driven by general economic inflationary conditions and to store
re-openings in certain international markets, as well as higher store facility
costs associated with those re-openings.

BSG. BSG's selling, general and administrative expenses increased $7.8 million,
or 7.7%, for the three months ended March 31, 2022. The increase was driven
primarily by higher delivery expense of $1.9 million as a result of supply chain
disruptions and the cost of fuel. Additionally, there were increases in
depreciation expense of $1.0 million, credit card fees of $0.9 million and other
increases in variable operating expenses.

Unallocated. Unallocated selling, general and administrative expenses, which
represent certain corporate costs that have not been charged to our reporting
segments, decreased $31.3 million, or 43.6%, for the three months ended March
31, 2022, primarily due to the recognition of $31.2 million donation expense
related to personal-protective equipment inventory in the prior period.

Interest Expense



The decrease in interest expense is primarily due to the lower outstanding debt
principal for the three months ended March 31, 2022, as a result of the pay-down
of our senior notes due 2023 and our term loan B fixed tranche during fiscal
year 2021. Additionally, we recognized $1.4 million of loss on debt
extinguishment in connection with the pay-down of our term loan B fixed tranche
in the prior period with no comparable amounts in the current period. See
"Liquidity and Capital Resources" below for additional information.

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Provision for Income Taxes



The effective tax rates were 29.7% and 25.8%, for the three months ended March
31, 2022, and 2021, respectively. The increase in the effective tax rate was
primarily due to the impact of the write-off of deferred tax assets related to
share-based compensation in connection with expired stock options.

The Six Months Ended March 31, 2022, compared to the Six Months Ended March 31, 2021

Net Sales

SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):



Comparable sales                     $  20,704
Sales outside comparable sales (a)     (18,791 )
Foreign currency exchange               (4,932 )
Total                                $  (3,019 )

(a) Includes stores opened for less than 14 months, net of stores closures




The decrease in net sales was driven by lower unit volume, primarily due to
operating fewer stores compared to the same period last year, and the negative
impact of foreign exchange rates. This decrease was partially offset by an
increase in comparable sales, reflecting stronger customer demand in the first
fiscal quarter, and higher average unit prices, led by our color and care
categories.

BSG. The increase in net sales for BSG was primarily driven by the following (in thousands):



Comparable sales                     $ 36,394
Sales outside comparable sales (a)     (5,283 )
Foreign currency exchange               1,196
Total                                $ 32,307

(a) Includes stores opened for less than 14 months, net of stores closures




The increase in net sales was driven by an increase in comparable sales,
primarily due to an increase in average unit prices and from strong e-commerce
growth. These increases were offset by a decrease in overall unit volume due to
operating fewer stores compared to the same period last year.

Gross Profit



SBS. SBS's gross profit increased for the six months ended March 31, 2022, as a
result of a higher gross margin, primarily due to pricing leverage and a
decrease in obsolete personal-protective equipment write-downs, partially offset
by higher distribution and freight costs.

BSG. BSG's gross profit increased for the six months ended March 31, 2022, driven by an increase in sales, and improvement of pricing leverage, coupled with a decrease in personal-protective equipment write-downs.

Selling, General and Administrative Expenses

SBS. SBS's selling, general and administrative expenses increased $18.1 million, or 4.1%, for the six months ended March 31, 2022. The increase was driven primarily by higher compensation and compensation-related expenses of $18.6 million, as a result of general economic inflationary conditions and store re-openings in certain international markets.



BSG. BSG's selling, general and administrative expenses increased $14.9 million,
or 7.1%, for the six months ended March 31, 2022. The increase was driven
primarily by an increase in delivery expense of $2.5 million, compensation and
compensation-related expenses of $2.3 million, depreciation expense of $1.9
million, advertising expense of $1.6 million, technology expense of $1.1 million
and other increases in variable operating expenses.

Unallocated. Unallocated selling, general and administrative expenses, which
represent certain corporate costs that have not been charged to our reporting
segments, decreased $25.1 million, or 22.7%, for the six months ended March 31,
2022, driven by the recognition of $31.2 million donation expense related to
personal-protective equipment inventory in the prior period, partially offset by
an increase in information technology expense of $2.7 million.

Restructuring



For the six months ended March 31, 2022, restructuring charges in connection
with our previously communicated Transformation Plan increased $0.2 million, to
$1.1 million for the current year.

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Interest Expense



The decrease in interest expense is primarily due to the lower outstanding debt
principal for the six months ended March 31, 2022, as a result of the pay-down
of our senior notes due 2023 and our term loan B fixed tranche during fiscal
year 2021. Additionally, we recognized $1.4 million of loss on debt
extinguishment in connection with the pay-down of our term loan B fixed tranche
in the prior period with no comparable amounts in the current period. See
"Liquidity and Capital Resources" below for additional information.

Provision for Income Taxes



The effective tax rates were 27.3% and 26.5%, for the six months ended March 31,
2022 and 2021, respectively. The increase in the effective tax rate was
primarily due to an increase in foreign losses, for which we do not receive a
tax benefit, and the write-off of deferred tax assets related to share-based
compensation in connection with expired stock option awards.

Liquidity and Capital Resources

Overview



We are highly leveraged and a substantial portion of our liquidity needs arise
from debt service on our outstanding indebtedness and from funding the costs of
our operations, working capital, capital expenditures, debt repayment and share
repurchases. Working capital (current assets less current liabilities) increased
$8.7 million, to $727.4 million at March 31, 2022, compared to $718.7 million at
September 30, 2021, primarily from increased inventory as a result of restocking
to normal levels of demand following prior year shipping delays, and our risk
mitigation strategy to protect against potential, continued supply chain
disruptions, and the reduction in accounts payable and accrued liabilities, due
to the timing of payments. These increases were partially offset by a decrease
in cash and cash equivalents.

At March 31, 2022, cash and cash equivalents were $227.4 million. Based upon the
current level of operations and anticipated growth, we anticipate that existing
cash balances (excluding certain amounts permanently invested in connection with
foreign operations), cash expected to be generated by operations and funds
available under our ABL facility will be sufficient to fund working capital
requirements, potential acquisitions, anticipated capital expenditures,
including information technology upgrades and store remodels, and debt
repayments over the next twelve months. We have continued to focus on reducing
our debt levels and shares outstanding through repurchases, while also being
proactive in maintaining our financial flexibility.

We utilize our ABL facility for the issuance of letters of credit, certain
working capital and liquidity needs, and to manage normal fluctuations in our
operational cash flow. In that regard, we may from time to time draw funds under
the ABL facility for general corporate purposes including funding of capital
expenditures, acquisitions, interest payments due on our indebtedness, paying
down other debt and share repurchases. During the six months ended March 31,
2022, we did not draw funds under our ABL facility. As of March 31, 2022, we had
$481.1 million available for borrowings under our ABL facility, subject to
borrowing base limitations, as reduced by outstanding letters of credit. Amounts
drawn on our ABL facility are generally paid down with cash provided by our
operating activities.

Share Repurchase Programs



During the six months ended March 31, 2022, we repurchased 6.8 million shares of
our common stock for $130.3 million with existing cash balances. As of March 31,
2022, we had authorization of approximately $595.8 million of additional
potential share repurchases remaining under our share repurchase program.

Cash Flows



Historically, our primary source of cash has been net funds provided by
operating activities and, when necessary, borrowings under our ABL facility.
Historically, the primary uses of cash have been for share repurchases, capital
expenditures, repayments and servicing of long-term debt and acquisitions.

Net Cash (Used) Provided by Operating Activities

The $134.3 million decrease in operating activities was driven by the reduction in accounts payable and accrued liabilities primarily due to the timing of payments, partially offset by lower inventory purchases compared to the six months ended March 31, 2021 and an increase in net earnings.

Net Cash Used by Investing Activities



Net cash used by investing activities during the six months ended March 31,
2022, increased $15.1 million to $44.4 million, compared to the six months ended
March 31, 2021. This change was primarily a result of additional investments in
information technology and store improvements.

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Net Cash Used by Financing Activities



Net cash used by financing activities for the six months ended March 31, 2022,
decreased $84.7 million to $126.5 million, as a result of the debt pay-down
during the six months ended March 31, 2021 and an increase in stock options
exercised, partially offset by share repurchases during the six months ended
March 31, 2022.

Debt and Guarantor Financial Information



At March 31, 2022, we had $1,390.2 million in debt, not including capital
leases, unamortized debt issuance costs and debt discounts, in the aggregate, of
$8.6 million. Our debt consisted of $980.0 million of senior notes outstanding
and a term loan with an outstanding principal balance of $410.3 million. As of
March 31, 2022, there were no outstanding borrowings under our ABL facility.

We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.

Guarantor Financial Information



We currently have 5.625% Senior Notes due 2025 outstanding. These notes were
issued by our wholly-owned subsidiaries, Sally Holdings LLC and Sally Capital
Inc. (the "Issuers"), and registered with the Securities and Exchange Commission
under a shelf registration statement.

The notes are unsecured debt instruments guaranteed by us and certain of our
wholly-owned domestic subsidiaries (together, the "Guarantors") and have certain
restrictions on the ability to pay restrictive payments to Sally Beauty. The
guarantees are joint and several, and full and unconditional. Certain other
subsidiaries, including our foreign subsidiaries, do not serve as guarantors.

The following summarized consolidating financial information represents
financial information for the Issuers and the Guarantors on a combined basis.
All transactions and intercompany balances between these combined entities has
been eliminated.

The following table presents the summarized balance sheets information for the
Issuers and the Guarantors as of March 31, 2022 and September 30, 2021 (in
thousands):
                           March 31, 2022       September 30, 2021
Inventory                 $        735,272     $            662,802
Intercompany receivable   $              -     $             67,337
Current assets            $        976,855     $          1,069,266
Total assets              $      2,098,588     $          2,198,990
Intercompany payable      $         13,531     $                  -
Current liabilities       $        331,459     $            422,137
Total liabilities         $      2,258,947     $          2,343,946

The following table presents the summarized statement of income information for six months ended March 31, 2022 (in thousands):



Net sales                                        $ 1,532,316
Gross profit                                     $   787,970
Earnings before provision for income taxes       $   132,691
Net Earnings                                     $    98,176


Contractual Obligations

There have been no material changes outside the ordinary course of our business in any of our contractual obligations since September 30, 2021.

Off-Balance Sheet Financing Arrangements

At March 31, 2022, and September 30, 2021, we had no off-balance sheet financing arrangements other than outstanding letters of credit related to inventory purchases and self-insurance programs.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates or assumptions since September 30, 2021.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements issued that will have a material impact to our business.

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