Jacqueline E. Burwitz - Vice President of Investor Relations Ward M. Klein - Chief Executive Officer, Director, Member of Executive Committee and Member of Finance & Oversight Committee Daniel J. Sescleifer - Chief Financial Officer and Executive Vice President.

Nik Modi - RBC Capital Markets, LLC, Research Division Stephen Powers - UBS Investment Bank, Research Division William B. Chappell - SunTrust Robinson Humphrey, Inc., Research Division Christopher Ferrara - Wells Fargo Securities, LLC, Research Division Ali Dibadj - Sanford C.

Bernstein & Co., LLC., Research Division William Schmitz - Deutsche Bank AG, Research Division Olivia Tong - BofA Merrill Lynch, Research Division Dara W. Mohsenian - Morgan Stanley, Research Division Constance Marie Maneaty - BMO Capital Markets U.S. Kevin M. Grundy - Jefferies LLC, Research Division.

Good morning. My name is Tracy, and I will be your conference operator today. At this time, I would like to welcome everyone to the Energizer Holdings Second Quarter Fiscal 2014 Results Conference Call. [Operator Instructions] As a reminder, this call is being recorded.

I would now like to turn the call -- conference call over to Jackie Burwitz, Vice President, Investor Relations. You may now begin your conference..

Future sales, earnings, capital expenditures; advertising and promotional spending; product launches; the amount and timing of savings and costs related to restructurings; the amount and timing of changing -- changes to our working capital metrics, currency fluctuations, tax rates, raw materials and commodity costs; category value; acquisitions or integration plans; future plans for returns of capital to shareholders, whether the separation of the Household Products and Personal Care business is completed as expected, or at all, the timing and terms of any said separation; whether the conditions to the separation can be satisfied; whether the expected operational marketing and strategic benefits of the separation can be achieved; and whether the costs and expenses of the separation can be controlled within our expectations.

Any such statements are forward-looking statements, which reflect our current views with respect to future events. These statements are based on assumptions and are subject to risks, including those described under the caption Risk Factors in our annual report on Form 10-K filed November 21, 2013.

These risks may cause our actual results to be materially different from those expressed or implied by our forward-looking statements. We do not undertake to update these forward-looking statements even though our situation may change, and these forward-looking statements represent our views as of today only.

During this call, we will refer to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with Generally Accepted Accounting Principles.

A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is shown in the press release issued earlier today, which is available in the Investor Relations section of our website, energizerholdings.com.

Management believes these non-GAAP measures provide investors valuable information on the underlying trends of the business. In addition, we have posted a presentation to our Investor Relations section of our website with slides that provide an overview of the transaction that was announced today, which Ward will discuss later in the call.

With that, I would like to turn the call over to Ward..

Thank you, Jackie, and good morning, everyone. We're here today not only to tell you about our second quarter of fiscal 2014 earnings call, but also to discuss the important announcement our company made earlier this morning.

Our Board of Directors has authorized management to pursue a plan to separate the company's Household Products and Personal Care divisions into 2 independent, publicly traded companies. The separation is planned at tax-free spin-off to the company's shareholders and is expected to be completed in the second half of the fiscal year 2015.

I look forward to discussing this milestone in detail, but first I'd like to turn the call over to Dan for a brief discussion of our second quarter fiscal results.

Dan?.

Hydro Thermer [ph], hydro-sensitive formulations, and Playtex Sport Fresh Balance. In Sun Care, we continue to invest behind the Banana Boat Protect & Hydrate platform and Hawaiian Tropic Silk Hydration as well as other product expansions.

Our latest innovation in the battery category is the launch of Energizer MAX with Power Seal Plus technology, which is currently rolling out in the U.S. This innovative new product meets consumers' desire for a long-lasting alkaline battery that protects their devices from damaging leaks through our proprietary technology.

Our proprietary Power Seal technology provides a distinct benefit to the consumer by providing peace of mind that their devices are safe from damaging leaks. We believe that it is critically important to continue to provide news in the category and we are excited to be able to offer this superior assurance to our consumers.

Now turning to our outlook for fiscal 2014. Our full-year earnings per share outlook remains unchanged in the $7 to $7.25 range. Our assumptions have changed slightly since the first quarter update.

We are still projecting organic net sales to be canned [ph] low-single digits, the Personal Care flat and the Household Products down from mid- to high-single digits. We expect top line performance to improve in the second half for our Personal Care division, behind strong execution of our innovation blend and improved category performance.

However, the outlook within Household has worsened versus our previous assumptions to heightened competitive activity. We are now estimating that our incremental restructuring savings will be in the range of $100 million to $125 million.

This is an increase over the $100 million that we were previously estimating and is a reflection of the excellent progress we continue to make with our initiatives. We continue to expect that our A&P as a percent of sales will be in the range of 10.5% to 11%.

We are forecasting EPS accretion in the range of $0.30 to $0.35 from the acquisition of the Fem Care brand, excluding the impact of acquisition and integration costs and the inventory step-up. This is an improvement from our first quarter outlook.

We are assuming an unfavorable foreign currency impact of $45 million to $50 million pretax based upon recent rates. This is consistent with the outlook provided last quarter. Our outlook for the x unusual tax rate remains at the 29% to 30% range.

Although there have been some effective changes within our assumptions, we are maintaining our outlook range of $7 to $7.25.

Before turning the call back over to Ward, it is important to call out that our second quarter results and full-year earnings outlook reflect translating our Venezuela results at the official strict exchange rate of VEF 6.3 per U.S. dollar.

While we recognize that there is considerable risk of devaluation, we continue to receive payment for imports for both batteries and Personal Care products at the VEF 6.3 rate. Therefore, we believe this remains the most appropriate rate to translate our results.

In the event of a change in the translation rate to the Sicad 1 rate of 10.7, we would incur a onetime devaluation charge of $29 million based on the current level of our net monetary assets.

In addition, translating at the 10.7 Sicad 1 rate will result in an unfavorable impact to our operating results of approximately $12 million to $15 million on an annual basis. We continue to monitor the situation in Venezuela very carefully. Now I'd like to turn the call back over to Ward for a review of the separation announcement from this morning..

restoring long-term growth in Personal Care by continuing to focus on, and fund, innovation; expanding distribution within Household Products, leveraging our strong brand equity and continuing to invest in innovation; continuing to integrate the acquisition in our Feminine Care business, and executing against our restructuring and working capital initiatives.

By achieving these objectives, we are in a strong position to take this significant next step, creating 2 independent companies who have very different opportunities to enhance long-term shareholder value. With that, I will open things up for questions..

[Operator Instructions] Your first question comes from the line of Nik Modi, RBC Capital Markets..

I guess, Ward -- if you could just talk -- I know you guys have been talking about this with the board, and you were very open about that dialogue when we saw each other in Boston a couple of weeks ago, but what prompted the decision to happen so quickly? I mean, it struck me as maybe there was some kind of things you were waiting to see on the cost-cutting side, to kind of ascertain whether you would do this or not.

So I just would love to get your perspective on kind of the timing of all this and what really drove the decision..

Sure. Well, as you know, we've had these discussions with our Board of Directors, frankly, over the years, as we, on a routine basis, evaluate our strategic options with the company. We have annual strategic plan with the Board of Directors, and then intervening quarterly discussions.

And so the option of spinning a division or separating a company has, frankly, been an ongoing conversation for years, not the least. The timing right now feels good to us for a number of reasons.

I think, first and foremost, major strategic initiatives we've been pursuing, including the cost-reduction project and the working-capital initiative reduction project. Then we're well ahead of those projects. We're well over halfway, and I think we see light at the end of the tunnel in terms of coming to conclusion on those major projects.

Not that we won't continue to work on reducing working capital or cost, but we're really about a year away. And so when you look at how long it takes to affect a separation, we're talking about 12, 18 months to affect this.

The timing now seems right, that as we conclude those strategic initiatives about a year from now, we're in a really good shape to take this step, as part of those initiatives has been, of course, the IT enablement that we've been investing in. That has been part and parcel to the cost-reduction efforts.

And that IT-enablement project really, will come to completion early next calendar year. So in terms of our ongoing efforts to enhance shareholder value this seems -- and the timing it will take effect at separation -- it really is kind of a natural next step and sequences accordingly..

And if I could just follow up quickly on just some business-related questions.

Just remind us when you'll be lapping the distribution losses in batteries, and if there's any opportunity to gain distribution as you look out the next 12 months? And then in blades and razors, just curious on your kind of state of the union on the competitive environment and systems in the blade -- in blade and razor business in particular?.

Yes, sure. We'll lap the loss of those 2 major customers that we've been talking about for a number of quarters now, we will be lapping that basically around August 1st. July to August, depending on the customer. So we still have an April-May-June quarter ahead of us that we will not have lapped that loss, so you can expect the impact accordingly.

But, having lost those 2 customers a year we ago, we offset that with gains elsewhere. And it's kind of a typical yin and yang so to speak, in terms of customer distribution, distribution gains, distribution losses. We talk about 2 major distribution losses. We have to had gains during the process, we continue to work on expanding distribution.

We do believe that we have a better portfolio than our competition. We do believe we have more focus on the category than our competition.

And frankly, with the Power Seal Plus technology we're rolling out right now, we believe we have a competitive advantage in terms of product performance in the area of leakage, that we're just starting to talk about. So I am quite bullish right now in what the Household Products division's doing as they move forward.

On your question about the razor blade market, again we have unfortunately had a number of quarters here, where the category itself has been quite weak and unfortunate. And we called out, we didn't see that really heavy this quarter. And that has turned out to be the case.

In terms of U.S., razors and blades right now and looking to value them, 5% units down 5%. All of that being led again by men's systems, which has been the weakest category performer, down over 10%. We do nevertheless expect those negative trends in razors and blades to recede as we move forward at this point.

Again, a large part of that negative category performance we've attributed to very heavy and unprecedented discounting last year and loading up consumer pantries as a result. As those pantries deload, we think the category will get back to more normal positions..

Your next question comes from line of Stephen Powers, UBS..

Ward, I was wondering if you could talk a little bit more about how you envision -- like what were the assumptions you're making around the capital structure of the future companies, and how they differ between the 2. As well as talk a little bit about some of the dissynergies that you expect to encounter and how to overcome that..

Sure. Unfortunately, we're really early in the process and so we don't have a lot more to add as it relates to potential capital structures of the 2 divisions. I would say, nevertheless, the context of that comment is from an overall pool of corporate balance sheet right now. Our balance sheet is as strong as it's been in probably 7 to 8 years.

And that is a good thing. And also, the overall context of most -- probably sufficient capital structure that will be made, is in light of the very strong margins and positive cash flows both divisions already generated. So we have, frankly, a great deal of flexibility in terms of how we make those decisions on capital structure.

But we're just very early in the process right now. And, as decisions are made, we will certainly be transparent about this..

And just on the synergy questions?.

Yes, with the synergies, obviously, there's going to be some corporate -- dissynergies at corporate level, as you set up really have 2 corporate structures for these publicly held companies going forward. We think a large portion of those dissynergies can be offset by opportunities we see, more on the operating levels of the company.

There will be some, we're not prepared quite to disclose that. Frankly, we have a lot more work to do on that.

And one of the reasons for, like I've said earlier, for announcing the separation at this point in time, is we're at that level of analysis where we really want to bring in our teams from around the world on tackling some of the nitty-gritty and tactical issues as it relates to separation. Again, keep in mind that we are -- have a global footprint.

We have operations on the ground in 50 countries and we do business in 150 countries. There's a lot of tactical and operating opportunities that we need to tackle. We need to bring the teams in to do that. we couldn't to do that until we went public with this..

Okay. And if I could just -- maybe related to the dissynergy question, less so from cost but somewhat from -- maybe from revenue and customer relations. I know in the past, you've spoken about the strength of the combined portfolio giving you more influence with large retailers, given more points of presence in-store.

Does -- how do you think about that now as 2 separate companies? Do either company lose negotiating power, and if so, does it skew to one versus the other?.

It's a really good point. And frankly, when we started this journey, back in the hands of Schick Wilkinson-Sword at a little $625 million Personal Care business group that's spread around the world, that was really the case.

That the -- house [ph] that, the Household brought with customer-customer relationships, customer coverage really helped in the early days of the Personal Care division.

But as we have grown, the Personal Care division, over time, as we've gone from a $625 million business to $2.6 billion, Personal Care really has been a division standing on its own with customers and from a visibility and impact point of view. So I don't think we could have done the separation a few years ago, given the size Personal Care was then.

But we feel very confident that we can do it now given where -- how much Personal Care has grown..

Your next question comes from the line of Bill Chappell from SunTrust..

I guess, first question is, just to make sure I understand, on the timing of the separation, I guess, to a similar St. Louis company, took roughly about 6, 7 months to spin out Post. Is this, you're saying it's kind of a year, this is really more company -- not necessarily regulatory.

You should able to get past the regulatory stuff faster than a year, is that the right way to look at it?.

I think in the regulatory, you're right. But there's a lot of differences between what work that we'd be doing here and what our friends over at Ralcorp did. And a lot of that was back to that global footprint we're talking about. This -- we're much bigger, we are much more geographically dispersed. And so it will just take longer.

And as we work with our advisers on the separation analysis and -- they kind of laid out the typical timing of these things. The 12 to 18 months that we're citing is maybe on the long end of the curve, but it is not unusual. And given the nature of our operation and the work yet to be done, we were advised that's probably the timeframe to set..

Okay.

And then the [ph] business, Ward, can we talk about -- you said with Personal Care picking up over the next 2 quarters, kind of your thoughts or what the impact there is from the new Gillette razor, and does that help, does that hurt, is that baked into your plans? And then also on Sun Care, with the Easter shift, and kind of favorable comps, are you expecting a -- I would imagine a pretty strong season over the next 3, 4 months for that business..

I would hope so on the latter. On the former, the innovation, so-called, announced by our competition. I think as we view it, certainly they'll invest a lot behind it. We've done our source of volume analysis and we don't see an inordinate amount of that volume being sourced from us, I think it will be sourced from the competitor's existing franchise.

I think the good news on that is that it's really just another improvement within the fusion platform. It's not a new platform. And I think that's the important thing.

When you really run into just unusual challenges is when a fully new platform is introduced, and that's a really single platform that our competitors have out there, just a new razor handle on that platform. So I think, it will be competitive, we may give up a little bit of share.

But we're very happy with where our razor and blade portfolio stands right now. In fact, on a global basis, our share of men's manual shave is -- continues to grow. It's up about 30 basis points in the most recent quarter, globally. And a lot of that, of course, is due to Hydro and the growth of Hydro.

And we still have a lot of trials, I think, trial opportunities with Hydro. And once people try it, they love it. So that's kind of how we're viewing razor and blade right now in the recent announcement by our competitor. As for Sun Care, certainly, Easter falling later is going to help.

Maybe there's greater probability that the sun will be out than last year. Last year, as you know, was pretty cold and wet, especially east of the Mississippi, well into June. We're hoping that's not the case this time.

But even if it is, I think that Easter falling a few weeks later, that would be a, certainly, a positive for that category, not a negative..

Your next question comes from the line of Chris Ferrara from Wells Fargo..

Ward, I guess, can you talk a little bit about the Personal Care infrastructure internationally? I know that was one of the obstacles you guys had to overcome, right? So I guess a lot of that infrastructure was more Energizer Household-side related.

So have you or do you have a preliminary plan as to how you're going to sort of globalize Personal Care on a standalone basis? And what are your -- what's your thought process on international growth in Personal Care post the split?.

Sure. Going back to when we acquired Schick and started merging that with the Energizer company at the time, there were a number of opportunities we went after as to grafting, so to speak, Personal Care opportunities onto that legacy Battery platform.

Again, for maybe some of the other calls who don't know, the Battery business has enormous global footprint that dates back into early 1900s. And a fairly good presence in many emerging markets, there's a few key ones we're not in, but nevertheless, very strong positions in a number of emerging markets.

And also, very strong position not only in the modern class of trade but traditional class of trade. And it was off that base that we're able to take some of the Personal Care lines, the -- particularly razors and blades and Sun Care, and get some growth on those Personal Care businesses.

But all that said, the Personal Care business was, for me, more of a developed market business. Whereas batteries has a higher skew in developing markets. And the Personal Care business is more of a modern class of trade business, whereas again, batteries, is strong in both modern but also traditional class of trade.

So as we focus on the developed markets and modern class trade, we are very, very comfortable with Personal Care standalone. We've done a great job and we'll continue to do a great job there.

And from an emerging market point of view, with a focus on modern class of trade only, there is a pretty clean line of sight in terms of how to grow Personal Care, even at some of those emerging markets that we feel comfortable Personal Care can pursue when it's its own company..

Got it.

And any early thoughts on any potential sort of inhibitors to being able to shell -- or for any of these businesses to be able to ultimately be taken out on an individual basis? Like there's a tax for -- is there a situation where the tax-free nature of a spinoff would require those businesses to remain standalone for any period of time? Just wondering what your thoughts are on that..

I'm not sure we've really given that much thought. Our focus, and I think the beauty of what we're proposing is the tax-free nature of separating this business and spinning off one of the divisions to shareholders in a tax-free manner. And that's what this project's all about.

Once you have those 2 self-standing multibillion dollar companies, it's our intent to position them to continue their trajectories of long-term growth. Again, healthy balance sheets, very strong cash flows, very strong margins, and a laser-like focus on their categories and providing innovation, growth and distribution.

And that's what this is all about..

Your next question comes from the line of Ali Dibadj from Bernstein..

So look, I do want to preface my question with that -- I think, just put it, it's only good idea.

But I want to go back to March 12, where publicly, Ward, you said, "We don't see where separating the business, incurring all those dissynergies and costs are really going to be accretive for shareholders." So I'm trying to figure out what's changed in 45, 46 days.

Was it the tougher earnings than expected here? Is -- was there an activist involved? Because it kind of feels like that also impacts the fact that the delay to the split is taking a little bit longer than we would've anticipated? So I'm just trying to get a better understanding of kind of what went on behind the scenes in the past 45 days..

Well, I'm not sure anything really has gone on behind the scenes the last 45 days, this has been an ongoing discussion we have had with the Board, an ongoing analysis. And as I alluded to on one of your earlier questions, in terms of focusing on enhancing long-term shareholder value.

We have just seen kind of the natural cadence of the projects we've been working on, and that has been doing that, again, the cost-reduction project, the working-capital initiative project, IT-enablement project. They're reaching kind of their natural conclusion.

And given the amount of time it does to do we've been advised and are expecting spin analysis to take, this is really just kind of natural timing coming out of those earlier shareholder value-accreting steps. So the idea of spinning a division, of splitting the company is not something you will just came up in the past 45 days.

We've been having this conversation with our board for years..

So what's changed your mind in the past 45 days, I guess? And was there an activist involved?.

I'm not sure my mind has really changed, and I'm not sure I -- the characterization you give us on your question I'm not sure I agree with. We've been asked off and on of the idea of splitting, and the answers I've given are how we felt at that time. And at this point, we feel it makes perfect sense for the reasons I've already cited..

Was there an activist involved?.

Your next question comes the line of Bill Schmitz Deutsche Bank..

Can you just give a little more detail on Chris's last question about the conversations? Were there any formal conversations about selling the businesses prior to the spin? I think, that probably is the biggest inhibitor in terms of deserving the [indiscernible] deal for 2 years past. And then I have a follow-up..

Well, I'm not sure when you say conversations. We certainly evaluate all options with our Board of Directors. And on that being an option of many that we talked about over the years as we evaluate capital structure and evaluate overall corporate strategy. But in terms of with outside entities and so forth of our focus, no.

Our focus has been growing our business and evaluating does the spin make sense, and if so, when. And that's kind of what we focused on the past 45, 60 -- we're really past 60 to 90 days since the discussion..

Okay.

I mean, did you talk to tax counsel about the conversations you had? Like can you give any color on whether or not you could do a deal if one came up different at the window?.

Well, we feel very confident that we can do the tax-free spin based on the facts at our hand. But we rely on our legal counsel, our tax counsel. And obviously, when you deal with regulatory authorities, that takes time and there's no assurance.

And so there is that caveat on this transaction is just typical that until you get a hard opinion on that and formal confidence on that, that's obviously a big consideration. It's our belief that we can do a tax-free -- we can do a spinoff of one of the divisions in a tax manner..

Your next question comes from the line of Olivia Tong, Bank of America..

I guess following up a little bit on the why now question.

I mean, does this help you accelerate the cash payout on either side of the business, maybe dividend, particularly on the Household side? Or because -- by splitting the 2, can you get more aggressive on costs as 2 separate entities? I mean, is there something that you think you're not getting credit for right now that you would get credit for if you were 2 different companies? And how much of the change, in your opinion, is due to do the way the industry has evolved, particularly on the battery side, versus how much is Energizer specifically in terms of, you mentioned, the evolution of your business and now is the right time? So has your outlook changed meaningfully on either side of the business?.

Sure. I'm not sure our outlook has really changed meaningfully. Batteries has always been a very competitive market at the trade customer level. Personal Care has always been a very competitive market in terms of consumer level. One's a more of a push, business and one is more of a pull business. I don't think those dynamics really have changed.

Again, what really is, from a timing point view, having us take this step is, as already discussed, the completion of our strategic projects and the natural cadence coming out of us, this seems to be a logical step that we can take, now that we see the light at the end of the tunnel on the cost reduction and working capital initiatives.

In addition to that, I would have to say that the completion of the transactions on the Feminine Care brands that we acquired last fall, which really took what was kind of a standalone, plastic tampon brand and now getting us to a major presence across all of fem care, has really provided us 3 legs to the stool for Personal Care.

And as we filled out the portfolio of Personal Care, over time, with acquisitions such as Edge, such as American Safety Razor and Playtex and then most recently the bond with the J&J brands, we feel very comfortable with the scale and the focus and the strength of our Personal Care businesses.

So again, it's really more of these issues that have told us that now is the right time to take the step. And in order to that step properly, the amount of time we expect it to take to execute..

I guess just a follow up, it does sound like while it's the right time for you, it doesn't necessarily do a lot in terms of accelerating any cost savings potential or cash payout on either side of the business.

Is that a fair characterization?.

I'm not sure I think of it that way, to be honest. The cost reduction initiatives, like I said, we're about 2/3 of the way through our project transformers. So we still have 1/ 3 of that cost-reduction initiative to complete. Our teams are focused on that.

On the working-capital initiatives, as Dan talked about earlier, we're down to 16% working capital, which is a great deal of progress versus where we are -- or where we were. And we still think there's some opportunities there, so we're not going to give up on that.

In the operating divisions, we're not giving up in terms of aggressively bringing solutions to our consumers and trade customers through innovation. And I think this the Power Seal Plus technology, we're just introducing on batteries as the most recent example of that.

We have plenty of innovation that we'll launch in the back half of the year in Personal Care that we talked about. Whether it's Hydro Sensitive or Hydro Power, whether it's continued drive on Hydration in Sun Care products. Whether it's the relatively high level of A&P that we've indicated, we're planning to spend to in the back half the year.

So all those value accreting, all those actions are value accreting. They don't stop. And so we just see that at the end of that -- 12 months from now, these 2 divisions have a very strong a position to go forward as 2 separate companies. And I don't see that impairing our ability to succeed going forward..

Your next question comes from the line of Connie Maneaty from BMO Capital Markets..

When do you expect to issue split off financials?.

I'll turn to Dan on that..

Yes. Connie, it's going to be a while. Our external audit firm, Pricewaterhouse, is fully engaged in that. Our fiscal year doesn't end obviously until September. So sometime after that period, those financials will be prepared..

Okay.

And which business, Personal Care or Household, is most exposed to Venezuela?.

Well, we actually sell -- both divisions are in Venezuela so they're both exposed. And so I don't know that it's meaningfully different from one versus the other..

Okay, and I just have a follow-up on the Battery business.

How is the strategy for batteries, do you think, going to be -- or how could it be hypothetically different as an independent company than the way it is operated now?.

I'm not sure their operating strategy is fundamentally different. I do think they see some additional opportunities from an operations point of view. But I think they could move on as, frankly, either as part of Energizer Holdings Inc. or as one. And I also don't think they're fundamentally different in terms of the focus on innovation.

Although the execution of the current innovation plan is probably more hyped than it has been. This Power Seal Plus technology is a real competitive advantage versus our competitor, especially when it comes to areas of post-discharge leakage of batteries. And so that is -- both those efforts will continue.

I think what you get in there nevertheless is even greater focus and alignment. Especially in the international areas. When we separate, you can start executing those.

Again, I think one of the big plusses of separation is, especially in those parts of the company where people are managing the whole portfolio, responsible for both Personal Care and Household, is that the laser-like focus that separation provides those teams and the linkage of compensation to their actions, and more freedom they have of allocating their own resources all bode well for these 2 companies going forward in their ability to compete..

Your next question comes from line of Kevin Grundy..

I wanted to come back, I think it's Steve had asked the question earlier with respect to dissynergies. When would you expect to have clarity on that? And would that be something that you'd share with the Street? And understanding what I think you've said that you'd expect to be able to offset some of that.

So the question is around timing, and would that be something you'll share with investors?.

I think we certainly have a top down estimate on a lot of these factors. We have to do quite a bit of work in preparing this recommendation to the board and getting to where we are. As we indicated, the work to be done now really requires just bringing in our teams, which we can do now that this is public.

From a timing point of view, I don't know, Dan, if you -- if there's any specifics you've got on this one?.

No. I don't know if we will disclose dissynergies or not. I think clearly, when these businesses are spun off, we will provide some outlook on the financials, which will include all costs.

But we're well along in terms of a top-down analysis as Ward has said, but then real work begins now as we estimate the real decisions on how to separate the businesses..

Okay. A couple of more for me if you wouldn't mind. Can you guys, I guess from an M&A perspective or even just capital deployment, does that change much now with this announcement? Infant Care has been talked about maybe kind of being non-core.

What's sort of your thoughts now with respect to buyback? Would you not do M&A now? Is it just sort of a wait-and-see sort of approach, until we get to this deal closing? What should we sort of expect with respect to capital deployment and maybe even like further pruning of the portfolio?.

I think from a capital deployment point of view, obviously first and foremost I expect the Board to continue to approve dividend payouts. So I don't see that changing, but of course, that's the board's decision. As it relates to M&A, we've always been opportunistic.

We will continue to be opportunistic and take a look at what may come along and what may make sense. And then factor that in to kind of our new reality of how does that fit in this separation of the 2 divisions. I don't think it prevents us from doing it, necessarily.

I don't think it encourages us to do it more, I think we'll continue to look at these opportunities and then just asses within the future that we're planning here.

And then as it relates to other capital decisions, again, we have a fair amount of work still to do in terms of what sort of capital structures the 2 divisions should have as they go forward. Again, the benefit that I said earlier is overall the balance sheet right now is as strong as it's been in years. The cash flow is the highest they've been.

We're in a pretty position from that point of view to make those decisions..

If I could just slip in one more, this is with respect to the quarter. The Personal Care performance is probably not what you would like, but it was still considerably better, I guess, than what we're seeing in track channels.

Can you talk a little bit about the gap and did you do significantly better? Was there some there shipments that you benefited from which will reverse in the upcoming quarter?.

In terms of Personal Care, the quarter played out pretty much as expected. And the plans to really ramp up the A&P spend on these businesses in the back half. We've been pretty transparent about that all along and that continues to be the plan. So I don't see anything fundamentally different.

We are holding, like I said, our share of razors and blades, actually, at about 20 basis points. I just wish -- that's on a U.S. basis, about 30 basis points on a global basis. I just wish these categories weren't as soft as they are. But we've already discussed why we think they have been and where we think they're going and why.

And so at Personal Care it's -- the competitive environment has changed or advanced a little bit, and certainly, razors and blades. It's still an extreme promotional environment in shave preps, it is somehow [ph] growth up for that category.

Fem Care business, I'm kind of curious to see what has -- it's performed stronger than we expected when we acquired it, and now as we start investing behind Fem Care, which we really haven't done up to now, I'm kind of looking forward to seeing some good results there.

From a Sun Care point of view, our lineup's as strong as ever, just focusing on hydration as well as protection, resonates with consumers. We just need the sun to come out and for it to get hot..

Thank you. I would like -- now like to turn the call over to Ward for closing remarks..

Well, thank you, operator. We appreciate everyone's interest in the company. I'm sure you will continue to have many questions, many of which we cannot address at this time. As you understand, our board has just authorized management today to actively pursue the plan, and we are in the early stages of the separation process.

There's still a lot of work to be done and a lot of decisions to be made. We plan to communicate regularly throughout this process as appropriate, and we look forward to providing you an update on our third quarter call at the end of July. Thank you for your time. And operator, I think this concludes the call..

Thank you, Ward. Ladies and gentlemen, thank you for your participation in today's conference. This concludes your presentation. You may now disconnect. Thank you and have a good day..