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.

Wendy Nicholson - Citigroup Inc, Research Division William B.

Chappell - SunTrust Robinson Humphrey, Inc., Research Division William Schmitz - Deutsche Bank AG, Research Division Constance Marie Maneaty - BMO Capital Markets Canada Stephen Powers - UBS Investment Bank, Research Division Jason English - Goldman Sachs Group Inc., Research Division Olivia Tong - BofA Merrill Lynch, Research Division Ali Dibadj - Sanford C.

Bernstein & Co., LLC., Research Division Kevin M. Grundy - Jefferies LLC, Research Division Christopher Ferrara - Wells Fargo Securities, LLC, Research Division Jason M. Gere - KeyBanc Capital Markets Inc., Research Division.

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

Jackie Burwitz, Vice President, Investor Relations. You may begin your conference..

Thank you, Jackie. Good morning, everyone, and thank you for joining us on Energizer's Fourth Quarter and Fiscal 2014 Earnings Conference Call. With me this morning are Ward Klein, Chief Executive Officer; and Dan Sescleifer, Chief Financial Officer. This call is being recorded and will be available for replay via our website, energizerholdings.com.

During our prepared comments and the question-and-answer session that follows, we may make statements about our expectations for future plans and performance including 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 changes to our working capital metrics; currency fluctuations; tax rates; raw materials and commodity costs; category value; acquisition or integration plans; future plans for return of capital to shareholders; whether the spin-off of the Household Products business is completed as expected or at all; the timing, costs and terms of any such spin-off; whether the expected operational, marketing and strategic benefits of the spin-off can be achieved.

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, and our quarterly report on Form 10-Q filed July 31, 2014.

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

Thanks, Jackie, and good morning, everyone. Fiscal 2014 was a successful and transformational year for Energizer Holdings. We met a number of challenges head on, and were able to achieve adjusted earnings of $7.32 per diluted share, delivering a 12% 3-year compounded annual growth rate.

We reached our adjusted earnings per share goals, while increasing our A&P investments behind our brands by $53 million, or 130 basis points as a percent of sales. We also continued to execute our 2013 restructuring project to deliver cost savings in both the Household Products and Personal Care businesses.

We've made great progress on our working capital reduction initiative. At the same time, we strengthened our Personal Care portfolio with the strategic acquisition of Johnson & Johnson's Feminine Care businesses, which were quickly integrated and which exceeded our expectations, adding $0.45 to our adjusted earnings per share in fiscal 2014.

And finally, we also set in motion plans to create additional shareholder value by spinning off Household Products, and thereby creating 2 strong and successful stand-alone companies.

We're moving forward on a number of strategic fronts related to the spin-off, and we continue to believe this will position both businesses for growth and enhance the opportunity for increased shareholder value.

For the quarter, earnings came in above expectations, primarily due to an improved margin rate, driven by restructuring savings, better-than-expected accretion from the Feminine Care acquisition and a favorable tax rate.

In addition, we significantly increased the investment in our brands, with A&P up $32 million versus prior year, or 200 basis points as a percent of net sales, positioning these businesses for growth in fiscal 2015. Now looking at the 2 divisions in more depth. In Personal Care, U.S. category trends improved but still remain below prior year levels.

The Feminine Care and Sun Care categories grew, while the Wet Shave and Infant Care categories continued to decline, though at a slower rate. Our combined share within these categories is down slightly, less than 1 point.

Within Wet Shave, the global category was down, and its declines in men's and women's systems were only partially offset by growth in disposables. Our global share declined slightly, less than 1 point, partially driven by share losses in Venezuela and Argentina as we reduced commercial activities in these macroeconomically challenged areas.

In the U.S., our Hydro franchise showed continued strength, with consumption up more than 15% versus a year ago, driven by higher A&P spend and successful new product launches. In U.S.

men's systems, Hydro consumption growth of nearly 8% was offset by declines in legacy brands, resulting in an overall slight decline in total men's systems market share. The men's Hydro growth was driven by the new Hydro Sensitive Skin, Hydro Groomer, along with robust marketing support.

Hydro Silk continued to drive share growth in the women's systems segment with share up 0.5 point driven by strong advertising in our new sensitive skin offerings. In disposables, the category declined nearly 2% value due to lack in significant promotional activity in the prior year fourth quarter.

Our share in the disposable segment declined, as our promotional support was down year-over-year, while our competitors had significantly higher levels of promotion in the current year. In shave preps, the category was down approximately 1%, while our share was up 1.5 share points due to the Edge distribution gains mentioned last quarter.

Now turning to Sun Care. The September quarter represents 35% of annual category sales. For the quarter, the category grew 1%, reflecting favorable sales in July and August. Specifically, the July 4 holiday fueled a strong start to the quarter, with sales delivering the highest dollar volume week of the season.

However, cooler temps in September tapered the fourth quarter category growth. For the quarter, our Sun Care market share was relatively steady because we had several new products introduced this year. Six of those were in the top 15 new items.

In particular, Hawaiian Tropic Faces, one of the top 5 new products introduced this season, doubled our shipment expectations. The Feminine Care category was up over 2% in the quarter and is showing positive trends across all segments versus the previous quarter.

We are seeing share growth in the most recent 2 consecutive 4-week periods despite our share being down for the quarter. As we mentioned on prior calls, the pads and liner brands acquired at beginning of our fiscal year were under-invested prior to our acquisition. To restore growth, we recently increased our spending behind these brands.

In the fourth quarter, our brand support was higher than what it had been for the first 3 quarters combined. We expect this elevated level of support to continue into the new fiscal year as we focus on driving long-term brand equity and trial. Turning to Household Products.

For the quarter, our organic top line performance grew 4% and we regained global battery category leadership. In the U.S., we were the only branded manufacturer to grow share in the most recent 4-week period, and our share has grown as we have gained space and continued to invest behind our brands.

However, the global battery category remains challenging. We estimate that volumes, excluding the impact of storms, remain down around 3% for the year. This is consistent with our long-term projection that category volume will be down 2% to 4% annually. Despite these challenges, we believe we still have room to grow.

As with all of our businesses, we are committed to leading with innovation and supporting our brand equities. We will provide additional details on our innovation pipeline at CAGNY. Now I would like to turn it over to Dan for the financial highlights..

Thanks, Ward. Adjusted earnings per share for the quarter were $1.87, an increase of over 35% versus the prior year.

These results reflect organic top line growth of 1.5%, continued margin improvement as a result of our restructuring program with incremental savings of $32 million in the quarter, accretion of $0.09 per share from the Feminine Care brand acquisition, increased A&P spending of $32 million or 200 basis points on a percent of sales basis versus prior year and a favorable effective tax rate versus the prior year fourth quarter due to several onetime and unusual items impacting this quarter's results.

As Ward mentioned, Household Products' organic sales were up 4% as we continued to focus on executing strong category fundamentals. This growth was offset by a slight decline in our Personal Care segment, as increases in Sun Care, men's systems and disposable sales were offset by declines in women's systems and Infant Care.

We continue to see strong margin expansion of 350 basis points, or 50.5%, as we continue to make excellent progress with our restructuring initiatives. During the quarter, we realized $32 million in incremental savings, bringing the project-to-date savings to $255 million.

We continue to estimate that the total project gross savings will be approximately $300 million, and expect to fully realize the targeted savings prior to July 1, 2015. Our Feminine Care brand acquisition continued to perform better than expected, with $0.09 accretion in the quarter and fiscal year accretion of $0.45.

This includes the significantly increased A&P spending Ward mentioned in his comments. This accretion is well ahead of the modest accretion we estimated at the beginning of the year. Across all businesses, A&P spending increased $32 million or 200 basis points on a percent of sales basis during this quarter as we continue to invest behind our brands.

SG&A, excluding restructuring and acquisition-related costs, improved 160 basis points versus prior year levels due to restructuring savings and continued tight spending controls.

And rounding out the P&L, our effective tax rate in the quarter was favorably impacted by prior year tax adjustments, country mix and increased spin-off costs incurred in higher tax rate jurisdictions. For the full year, our tax rate was 28.5%, excluding unusual items outlined in our press release.

This rate was slightly below our previous full year estimate of 29% to 30%. Moving to the balance sheet. We continue to make excellent progress on our working capital initiatives.

Working capital as a percent of sales was 15%, an improvement of 310 basis points versus our fiscal 2013 year-end results, and a 790 basis point reduction from the 2011 baseline period established at the beginning of the initiative. In terms of the cash conversion cycle, this equates to a 38-day reduction.

Total cash flow generated by our working capital initiative now exceeds $350 million. Finally, in terms of capital allocation, dividend payments in the quarter were $31 million, equal to the prior year quarter. No shares were repurchased during the quarter.

Now I would like to turn the call back over to Ward to provide an outlook for fiscal 2015 and an update on the progress of our proposed separation of our businesses..

Thanks, Dan. As we close fiscal year 2014 and look forward, fiscal year 2015 will involve a number of important initiatives. First, we plan to continue to use part of our restructuring savings to continue to invest in our businesses in order to drive long-term growth and profitability.

We believe that both businesses, despite having different category dynamics, have promising futures. Second, we are focused on completing our 2013 restructuring program. We have increased our total savings estimate to $330 million, with $300 million in savings realized prior to spin-off on July 1, 2015.

Third, we are laser-focused on separating these businesses effective July 1, and in establishing a strong foundation for future operational and financial success post-separation. Given the expected timing to close the transaction, a full year earnings per share estimate is not applicable.

Instead, for the pre-separation period, we will provide outlook on metrics related to operational performance and brand investment activities. Through June 30, 2015, we are anticipating flat organic net sales.

We expect Personal Care organic sales gains to be in the low single digits, while we expect Household Product organic sales to be down low single digits versus the prior year, in line with the category. We expect the gross margin rate to remain stable, as we maintain the product cost savings achieved with our highly successful restructuring project.

A&P investment, as a percent of sales, is expected to increase again over 100 basis points as we continue to invest behind innovation across both businesses. We are estimating that organic pretax profit growth will be negatively impacted $35 million to $40 million due to unfavorable foreign currency movement.

Restructuring savings, which surpassed the $250 million mark in fiscal 2014, are expected to reach $300 million by the third quarter of fiscal year '15, ahead of our original schedule. We have increased our total estimated savings for the project to $330 million.

Net working capital, where we achieved a 790 basis point reduction as a percent of net sales since the end of fiscal 2011, is expected to stabilize at existing record levels around 15%.

To summarize, for the period prior to separation, we expect both businesses to show strong operational performance, and we intend to continue investing behind our brands and innovation. We plan to update you on each quarter on the related metrics. Fiscal 2015 is a transition year as we move towards separation.

As we have told you before, the separation is the most complex and work-intensive transaction we have undertaken as a public company. But we believe the effort required is more than justified by the value creation opportunity.

Since our last call, we have announced Chief Financial Officers for both businesses, along with the executive leadership teams reporting directly to the Chief Executive Officers.

Both organizations have an experienced and talented group of leaders that bring a unique blend of experiences and expertise, along with commitment and passion for these businesses. I am confident in their ability to drive substantial growth and generate significant value for shareholders.

We've worked to further define the commercial operating model for each company. In doing so, we have evaluated business operations in each country, analyzing the current market position, future potential and the business climate to determine where each business should operate.

As a result, each company is creating independent commercial operating models to best serve its customers and consumers. As a result, there will be changes to our go-to-market structure across many international markets as we adjust for the new scale and stand-alone business needs.

The disposition of each market may remain the same or change in a number of ways, from maintaining a full or streamlined in-market presence to potentially moving to a distributor or export model.

A combination of factors, including sales revenue, customer profiles, operating costs, growth potential, brand equity and positioning within each country will determine ongoing presence within each market. As a result, we will be implementing changes throughout fiscal 2015.

Importantly, we have an existing strong, broad and experienced global commercial platform that both companies will be able to divide and utilize going forward. This approach, versus having to create platforms from scratch, we view as a strategic advantage.

We'll realize later revenue impact and report revenue performance with and without these changes. We remain on track for the July 1, '15 spin. As we stated the last quarter, this time frame reflects the immense complexity of separating 2 comparably sized and significantly integrated businesses that are combined around the globe.

As the year progresses, we will provide increasing visibility into how these 2 businesses look on a stand-alone basis. The first significant view will be the Form-10, which we will expect to file in early calendar 2015. The Form-10 will provide historical carved-out financials for the SpinCo business, Household Products.

We will follow with a presentation at the February CAGNY conference, providing more details on the 2 separate companies. Prior to the separation, each business will undertake separate roadshows so that investors can understand the operational plans and strategies to deliver shareholder value post-separation.

I would like to extend my sincere thanks to our Energizer colleagues around the world. They have done an outstanding job of strengthening our businesses, while also attending to the costs and working capital initiatives, while also beginning the company's split process.

In short, achieving a record year of adjusted earnings, given everything we had going on, attests to the professionalism and effectiveness of our people and our culture. This is an exciting time for colleagues as we strive to continue delivering value to our shareholders, and we're looking forward to the year ahead.

This completes our prepared remarks for the fourth quarter earnings call. Dan and I will be happy to take your questions.

Operator?.

[Operator Instructions] And your first question comes from the line of Wendy Nicholson with Citi Research..

My question has to do with the incremental A&P that you're spending, not only in the last fiscal year, but as you look forward, the 100 basis point step-up. That puts you at a level, as a percentage of sales in terms of spending, where you haven't been for a long time.

And I guess I'm surprised then that the guidance you're giving us on the top line is as weak as it is. It doesn't look like you're expecting to gain any market share in batteries and even the low single digit growth in Personal Care, I think is below what you thought your long-term growth rate was there.

So can you just talk about maybe, is it just that the competitiveness in terms of spending has increased in the marketplace? Is your share of voice increasing? And why isn't it resulting in stronger sales growth?.

Great question. Really, there's, first, a number of factors into the increased A&P. One, there is an increased A&P associated with the J&J brands we acquired, and so that's just kind of naturally rolling into the business.

And A&P as a percent of sales from that piece of the business tended to be higher than, say, on Household, so that will increase the overall rate a little bit. I think, two, the increased A&P as a percent of sales that we are talking about for '15 is tied into some innovation initiatives that we have coming out on both Household and Personal Care.

We're not quite prepared to talk about those innovation initiatives right now, but will at CAGNY. And as you can imagine, with those innovation initiatives rolling out after the holidays, a lot of that spending will be towards second, third, fourth quarter, and so volume associated with that isn't necessarily going to show up right away.

I think, third, we're being a little conservative or cautious on our sales guidance at this point because we are making a number of changes, as we highlighted, to our global footprint. There are certain markets where we're going to be converting from the current model to different models. In some of those, there may be some revenue risks.

We think it's manageable and we're not sure it's overly material. But I think it's one reason for being a little bit cautious on the top line as we continue to invest in innovation and in the brands..

And just as a follow-up to that. I guess, 2 small questions.

Number one, is sort of the percentage increase roughly the same in Personal Care and in Household? Or is it just weighted more to Personal Care because of J&J? And then second follow-up, sorry, is it more media and ad spending that's going up? Or is it more consumer and trade promotions?.

I can't actually -- I'm not sure we'll give you the breakdowns by division, but there is innovation on both sides of the fence, with some increased A&P support associated with that.

And when I talk about the increased A&P support, we really are talking media, direct-to-consumer sort of activities, since a lot of that trade promotions is captured in deflators of sales. So we're really talking more of the above-the-line sort of activities..

And your next question comes from the line of Bill Chappell with SunTrust..

Looking at kind of your battery guidance for the next, I guess, 9 months, I'm trying to -- I understand there's a level of conservatism. But you're already up in the September quarter.

It looks like the Nielsen's are showing sign of market share gains and good momentum going into the key holiday season, so -- and where you have the majority of battery sales, anyway. So I'm trying to understand how that reverses itself to get to flat or actually down volume for the next 9 months with momentum we're already seeing.

I mean, have you lost recent customers? Are you expecting something else we're not seeing? Because it's just kind of hard to get -- couple the 2..

No, I understand. And again, we have had -- we did have a good fourth quarter on the Household side, especially as we cycle through customer losses we've been talking about ad nauseam for the past 5 quarters, which are behind us. As we go forward, I think one thing to keep in mind is, again, that 2% to 4% category decline, we continue to see as real.

And in fact, we've seen that's kind of a global number. I would have to say that in Europe and in Asia, the categories have been performing even a little worse than that.

I think that, coupled with the earlier answer about restructuring our footprint in some minor markets or some international markets, the effect that could have on top line revenue, not necessarily profitability, also plays into it. But in terms of customer gains and losses, things are -- we see pretty stable right now.

And as always, we see some very interesting upside opportunities, which aren't necessarily baked into these numbers, which reflect in our natural conservatism. So for the time being and everything we have going on, we're calling for this basically flat to slightly down..

Okay. And then just a follow-up to that.

On the Household side, have the gains been incremental shelf space at existing customers or new customer wins? And is there any difference from Duracell now that it's going to be a stand-alone company down the road?.

Yes. The strengthening in the battery side you've seen is really a combination of improved in-store presence in some key customers, as we work with those customers on growing their category. We did pick up some distribution gains this past year, and so that's also reflected in the numbers.

So in that sense, which is nice, it's a bit -- on the battery side, it's broad based and really coming from both sources. As it relates to some of the uncertainty in the category relative to our competitor, I'd rather not comment about that. It's still unclear to us exactly what they're doing based on what's been announced so far.

So I'll leave it at that, I think. On our side, we know exactly what we're doing. We have battery professionals of 10, 20 and 30 years' experience who are going to be running this battery company going forward on an existing platform that is very strong globally.

And so we're excited about the model we're putting in place and going forward with, and really can't speak about what our competitor is doing because it's frankly not clear to us..

And your next question comes from the line of Bill Schmitz with Deutsche Bank..

Is there a way you could bridge the gross margin expansion in the quarter and then compare that to the guidance for the year? Because obviously, 340 basis points is pretty amazing, but my hunch is a lot of that is probably just the volume leverage on the distribution gains.

So if you can just sort of square what happened in the quarter versus what your outlook is for the first 9 months of the year? And then I have a follow-up..

Yes, let me -- a top line comment, but I'll really turn it over to Dan on that one, is a lot of that gross margin strength that you're seeing, that we're seeing, is based on all the restructuring efforts that we've been doing for the past couple of years.

And as you recall, our restructuring efforts really started on the Household side, and I think their gross margins have responded positively the most as a result, but we also were up on the Personal Care side. But a big part of that is restructuring savings that I think are baked in going forward.

Beyond that, Dan, I don't know if you have anything else to add..

No, that's pretty much it. I mean, overall, I think our cost mix is favorable, around $55 million and around $45 million of that is simply due to the restructuring project, and we've had some favorable material costs that we expect to hold -- hang onto for next year.

So we think that the savings and relatively flat raw materials will yield the same gross margins we're seeing at this point in time..

Okay, yes. But that doesn't really square with like the -- because you have it flat for the year. So is that conservative? Because like the restructuring savings are continuing to accrue, but you had the big increase this quarter. And I'll sneak in my second question with that, too, because I know you'll hang up on me if I don't.

So what are you guys doing to prepare the new management team to be operators of a public company? Because clearly, operating business segments is a lot different than running a big public company with different constituencies, et cetera.

So can you just sort of talk about like what you're doing internally to get these guys ready to hit the ground running post the spin?.

Sure. A little bit more on the gross margin -- or on the cost savings. Obviously, a big chunk of those cost savings have gone into gross margin. That's what you're seeing. But we haven't stopped there. There's also cost savings initiatives on the SG&A side and elsewhere in corporate.

And also some of those savings, even on the gross margin side, will come in, in '15, not necessarily gross margin, but after that, as we do some longer-term structural restructuring of the operations side. As for preparing the management teams, again, management teams on both sides of the business are very experienced on those businesses.

David Hatfield has been running the Personal Care and successfully doing these acquisitions for a number of years. Alan Hoskins has more experience in batteries than I do and has done a very successful job on the restructuring initiatives, working capital initiatives and now the split initiatives.

So they and their teams that they've picked -- also the teams that they've picked share the same sort of experience, depth and breadth and quality. So the confidence level of those management teams in how to manage those businesses, frankly, is quite high. That's not an issue.

Obviously, as both go into a public space, there are certain new activities and -- that they can expect, but I'm highly confident in their ability to work with the Street, communicate with the Street and manage these as public entities. And again, on the Personal Care side, I'll remain as a Chairman.

Pat Mulcahy will remain Chairman on the battery side. I'm not sure we'll add much value, but I think we'll bring there a little element of continuity as it relates to Street activities, for example..

And your next question comes from the line of Connie Maneaty with BMO Capital Markets..

Could you just tell us what the P&L impact would be if Venezuela goes SICAD I or SICAD II? You outlined the charges, but I'm wondering what the P&L impact would be..

Sure. Whenever we talk about Venezuela, I love to turn it over to Dan. So....

Yes. Connie, I was going to -- we're going to file our K next week, and that will be -- it will be in there. But if we were to go to SICAD I from the VEF 6.3 rate today, it would be approximately $38 million hit to the P&L based on revaluing the balance sheet, and SICAD II would be a $69 million approximate hit..

Does that include the translation and transaction impact?.

No, that would be the onetime revaluation of the balance sheet, okay? So translation-wise, and again we will disclose this next week, we have about $20 million of profitability. Off the top of my head, I don't know what that would go to, but it would be reduced significantly, and let me get back to you on that..

Okay.

And then what accounts for the increase in the restructuring savings?.

Really, it just comes down to -- we've been trending at the high side of our range throughout the project. And obviously, we've been achieving the savings quicker than anticipated.

So as we took a look at this in conjunction with planning for '15, we realized that we believe we will exceed $300 million, and we think $330 million is kind of the right target at this point in time for the total project..

And your next question comes from the line of Steve Powers with UBS..

Just really one for me.

I was wondering if you could parse the Personal Care organic sales outlook and just give a little bit of color by business within Personal Care, blades versus fem care versus skin care, et cetera, just to give us a sense for -- given all that you're seeing in the marketplace and the spending you're putting behind the businesses, if there's any variability in the outlook across the subcomponents..

I'd love to answer that, but I really don't want to give that sort of detail, more for competitive reasons. We have a rather large competitor who looks over our shoulder on these businesses. I can talk about the trends, obviously, that have happened in '14. The one that really stands out on the Personal Care side remains the Hydro franchise.

We continue to grow that business double digit, and that's off a relatively large base for us at this point. I think it's around $0.25 billion, if not a little more. We're growing Hydro, as you know, in both men's and women's side.

We're growing the Hydro through the use of continuing innovation, whether it's the launch of trimmers, or the rollout of Hydro in second- and third-tier international markets. So that would be one source of growth we've experienced. I -- and then the other area, really, Sun Care remains an interesting business long term. It is seasonal.

So it's hard to predict where that will be. But the level of innovation through the introduction of moisturization or Sun Care for men or better textured products for the face, we have a lot of innovation still on the Sun Care side that's hitting, and we need to generate trial on. So I look forward to seeing growth -- continued growth there..

And your next question comes from the line of Jason English with Goldman Sachs..

I wanted to make sure that I understand your guidance for the next 3 quarters properly. The way we're thinking about it is taking your prior year EBIT base, we shave $30 million, $35 million on A&P, add back $45 million on savings and then, excluding Venezuela's kind of currency as it is today, shave out $35 million to $40 million of EBIT there.

And it lands us at around 5.50 of EBIT, is that sort of the right way to be thinking about the cumulative next 3 quarters?.

Well, that's a lot of moving pieces in that question.

I guess, the way I would think about it, if you just want to kind of reduce it to earnings, and this is just very general, based on relatively flat sales, flat gross margins, obviously an increase in A&P spending offset by currencies, and -- but we have restructuring savings, we take currencies out of the mix, and we're expecting our 9 months EPS number, which will be the last number we will post as a combined company, to be flat to slightly up.

So I hope that answers your question. I don’t have the EBIT numbers in front of me right now. But from an EPS standpoint, that's really what we're targeting at this point..

That's helpful. We can do the math on the FX component. Last question on guidance, and then I'll pass it on. I want to come back to the Household or battery segment. You mentioned increased merchandising with some key retailers, you mentioned some distribution gains you picked up throughout the year.

Clearly, a pretty good quarter, good measured retail offtake. Yet the forward, you're saying you're reverting back to declines, back in line with the category.

What's driving that? Have we just simply lapped all these gains that you had? Is there something else that's rolling off that's going to be an offset of that? Or is it just a conservative stance?.

one, category declines, 2% to 4%; and two, changing our footprint in some markets around the world as we do the split; I think, three, currencies affecting top line, as well as other parts of the P&L. So those are 3 negatives to think about.

And the positives to think about is the innovation that we have coming out that we'll be talking about at CAGNY. And I think, again, our continued focus in terms of helping our customers build their businesses.

I continue to state that I have the most experienced and knowledgeable sales force in the world as it relates to batteries and helping customers do that. And those are advantages that we see. So those are kind of the major moving pieces as I see it in terms of our relatively conservative stance at this point as it relates to Household in '15..

And your next question comes from the line of Olivia Tong with Bank of America Merrill Lynch..

My first question is just around the FX impact to profit, because it seems to suggest a much bigger impact to profit than sales on a percentage basis.

So can you talk a little bit about what's driving that? Is it a mismatch in where expenses are relative to the sales, or a change in hedging policy? And that just a follow up on that, is it right to assume that if you include FX in your EPS outlook, that you are looking for EPS to be down in aggregate for the first 3 quarters?.

I'll let Dan answer the second part of that. I think the first part of it is something -- I don't know if it's unique to Energizer Holdings, but most -- a lot of our costs tend to be dollar based.

And so when you have foreign currencies devalue, you really -- that could be a challenge for us, maybe more so than those who have a lot of foreign production in foreign currencies. I think that's one point, as you look at currencies for Energizer. I think the second point is just our mix in terms of where those sales are.

Some countries where you've had particularly high devaluations have been countries where we've been doing particularly successfully or particularly well. So a combination of our dollar cost base in most of -- many of our operations, along with a little bit of our country mix, I think, are playing a role in that.

And then, Dan, if you have anything to add..

No, I think it's really the U.S. dollar component, I think of our input that really impacts it. It's -- there's not really the cost offset on currencies. It really all flows from the change in translating the top line..

Got it.

And then on the FX impact to EPS? Is the expectation that you would expect EPS to be down all in for the first 3 quarters?.

Factoring currencies, that's what it looks like at this point..

Got it. And then just following up on that.

Can you do a similar breakout? With SG&A down pretty dramatically in Q4, can you give us a little bit of a sense on what were the main drivers of that?.

Well, a lot of that really is related to the restructuring efforts, and we continue to see progress across both businesses. Those are slowing. We don't expect to see quite the reduction going forward.

The changes going forward, with respect to the Transformers -- Project Transformers, which is our restructuring initiative, a lot of those are going to be cost of goods related as it's a continuing shrinking of our manufacturing footprint along with a number of these initiatives which have already been announced..

And your next question comes from the line of Ali Dibadj with Bernstein..

I was hoping you could talk a little bit about, obviously, the fact that you're spinning off your businesses, and your views on whether those businesses remain independent or not.

And how those 2 things influence how you're going to be running the business over the next 9 months, and, in fact, the -- what sounds like relatively conservative guidance? So how do those 2 things change perhaps the way you're running the business and the way you're giving guidance?.

Well, Ali, I think we've been pretty consistent in terms of the way we're doing the spin and the way we're running these businesses is for both businesses as stand-alone long term, healthy and with positive momentum.

And so when you look and see the investments in A&P that we made in fiscal '14, that we're talking about continuing to do in '15, I think that's one strong piece of evidence of that intent.

When you see the sort of innovation we'll be launching, talking about more at CAGNY, I think, again, you'll see how we're really setting both companies up as strong, independent entities going forward. And so that's really the intent of this management team. That's where we're at.

That's where all these cost savings and working capital reduction initiatives help support. And again, the benefits of those, we've been able to turn into the increased A&P support, which is going into longer-term brand equity and innovation business building spending, rather than short-term discounting and running market share.

So I think actually, it's pretty consistent in terms of what we've been doing, what we are doing, what we're saying and what our intent is..

Okay. So there's no sense of your revving the engine up a little bit extra by putting more advertising spend or other pieces in there? You feel it's consistent guidance, consistent spend? Because it feels like it's increasing in anticipation of a spin..

We were doing these activities before we decided to do the spin. Transformers 1 well preceded that. Transformers 2 was underway. Really, the Transformers working capital initiatives were just -- we had identified opportunities to take resources and redeploy them into brand building.

And I think that reflects the nature of the overall categories and competitors we're up against. We're in it for the long term, and that's been our focus is how do we reinvest in our businesses long term..

Okay, that's helpful. If I could just follow up with one on Personal Care. The negative there, 0.6 organic that you saw this quarter, that doesn't jive so much with what we're seeing in the U.S. tracked data at least. Can you give a sense of how that might split up -- and you mentioned Hydro for example, how that might split up U.S. versus non-U.S.

in terms of your growth in the quarter and in going forward as well?.

In terms of overall, I think, challenges in the Personal Care side, the main story there has been the weakness of the categories, and in some cases the unprecedented weakness, razors and blades being the main example. And I think the benefit or the good news on that is even though razors and blades, for example, the U.S.

is down I think around 2.3% on a 12-week basis. That's versus it down 3.6% on a 52-week basis. So we're seeing those negative trends we've been struggling with in the categories over the past, really, 18 months starting to abate.

And I -- and you're seeing that -- obviously, in a little bit of the Personal Care top line performance as the categories have been so weak. It hasn't been just razors and blades that have been weak, as you know, in the U.S. Shave preps have been weak. The Infant Care business is down almost 3% in the past 12 weeks as a category.

So we're focused on more long-term initiatives in Personal Care. I'll say, for example, in shave preps, we led some significant price increases that customers -- our trade customers have found to be beneficial in terms of growing same-store sales and their margins.

I can't say competitors have followed suit, but we've kind of stuck to our guns on that because we think it's for long-term health of the shave prep business.

And so that's another example, really is just kind of the long-term approach we're taking in these categories, whether it's the A&P investment, whether it's pricing dynamics or other trade discipline -- trade spend discipline. And I'm not sure it's unique in the U.S. or versus internationally.

We're taking the same approach globally as it relates to those longer-term initiatives despite the weak categories. And again, the good news is these weak categories that we've been seeing, especially in the U.S., that weakness seems to be abating..

And your next question comes from the line of Kevin Grundy with Jefferies..

Two quick ones from me. Dan, first, I was hoping you could give us some insight on your commodity cost outlook. Oil is down. But zinc prices, while off their highs, are still elevated, so that would be helpful. And then, Ward, just a quick follow-up, unrelated.

Your view on shave clubs, the risk there and what you have observed is the impact to your business and what you sort of view as the threat going forward. And that's it for me..

Yes. Kevin, on commodities, I think it's relatively flattish going forward. We're getting some benefit from oil and really in the resin component within our Wet Shave business. Zinc is an offset to that. But going forward, I think we do expect improvements in product costs driven by some of the continued restructuring savings.

But overall, there's lots of puts and takes. To give another example of something that's going against us, EMD, which is a battery ingredient. But overall, there's not -- we're not anticipating any major changes, other than getting the restructuring savings, which will improve the cost of goods sold line..

And on your shave club question, we've been tracking through consumer diary panel data, because obviously Nielsen or IRI don't apply to this question.

So you look at in terms of what consumers are actually doing at the home through standardized diary panel data, and shave club sort of purchasing and usage really hasn't appeared material in that data so far. We'll continue to track it because, obviously, it gets a lot of hype and visibility these days.

But what's happening actually in the homes is not really material. That's the first observation. Second is on some of these shave clubs, some of the vendors selling these products, the products are not the quality of Gillette or Schick. They're not Hydros and Fusion.

And so I think that may be part of the reason why we're not seeing a big uptick in panel data as it relates to usage of those products. I would say, a caveat to both of those upfront comments is in terms of that's kind of what we've seen so far. I think what is interesting is our major competitor now going directly to consumers on TV.

And that, when you have a 75%, 80%-plus market share of category to begin with, you start going straight to consumers around the retail customers, I don't know what impact that will have on us going forward, so we will continue to monitor it.

I would say that I'm not sure -- and we've heard back from a few of our trade customers that when a vendor goes directly around them like that, I'm not sure that's a -- that contributes to a healthy relationship between the vendor and trade customers. So we'll see how that plays out..

And your next question comes from the line of Chris Ferrara with Wells Fargo Securities..

Guys, I guess, Ward, I'd like to bring you back to, I guess, September, when you were talking about the dis-synergies. I think you said that, as an organization, you're looking for an opportunity not only to mitigate dis-synergy, but to potentially totally offset it. And I appreciate that the Form-10 is going to come out in early calendar year.

But I'm just curious, given the amount of work you've done already, I mean, do you really think that you can totally offset dis-synergy? I guess -- and I would maybe define that as if the sum of the EBIT of the future stand-alone companies would actually match what stand-alone Energizer is today.

Does that make sense?.

Yes. I think I would love to offset total dis-synergy, and the organization is working very hard in this process to see what amount of that -- how close to that goal they can get. That's a very tough goal to get when you split a company that's 45/55 like ours. So I want to say we're going to get there, but we are in the middle of this process.

It is a very complicated process. You're right, the Form-10 will actually answer this a little bit better than I can still at this point. But we're -- again, what's interesting is as we take a look at our footprint globally and these affiliate structures globally, there are some that are going to change quite a bit.

And part of that is related to the dis-synergies that if we don't make those changes, what we would experience, and can we offset those dis-synergies with a structural change. We think we can offset a large portion of it. I don't want to commit today to offsetting 100% of that.

So sorry, it's kind of begging off, but I think when we get around the corner and get the Form-10 out there, it will be clearer to us, frankly, and clearer to you..

Got it.

And I guess, as a quick follow-up, as you've gone through and done more work, does that goal of offsetting dis-synergies seem like a tougher goal or an easier goal?.

It's always been a tough goal. And it remains a tough goal, but we're making great progress..

And your next question comes from the line of Jason Gere with KeyBanc..

Just kind of a follow-up. I guess, first question, within your organic sales outlook, how much pricing is kind of built in there? I know you've said on cost inflation, it's kind of tame, but I was just wondering about programs in place. And then the second question on Household.

If you could dissect a little bit more your comment about Europe and Asia being a little bit worse. So I think as we kind of have all been focusing on the U.S. market, maybe we could talk a little bit about the international markets..

Yes, sure. On the pricing side, we've been able to get some pricing increases through in the razor blade and shave prep side of things this year. So part of those increases will carry over into '15. So I think that's contributing to that.

The second source of pricing tends to be -- or has tended to be Latin America, where given especially some of the rapid devaluations, significant price increases are required, and I don't see that as being necessarily so. We'll continue to look at our pricing models in all our categories as we go forward.

There are benefits like in the shave prep example, again, when you raise pricing in the category -- in a category that traditionally did not have price increases, it all of a sudden becomes a more attractive category for our trade customers, as well as for us.

And we're always looking for opportunities to build our customers' category sales and profits. And that's always a key lever in that regard. I don't think that will change. As to your second question on Household Europe and Asia, we have seen -- it's no surprise of macroeconomic issues facing both those developed parts of the world.

And when I'm talking Asia, it's more the developed part of Asia. But I -- when I look at category growth trends, for example, in Asia right now, our measurement for Household -- and this is for batteries in Asia, in the markets we cover, anyway, is down about 5.5% value on a 12-week basis versus down 3.7% on a 52-week basis.

So there's a worsening trend there on the Asian battery category. And not a surprise probably, the same in Europe, where the 12-week category trend in Europe for battery is down 4%. Whereas a year ago, it was down 1.6% in value. So something for us, I think, to keep our eyes on as we go forward.

And to get back to a lot of the earlier questions regarding our conservative outlook for batteries, I think when you see those deteriorating trends in what are 2 big parts of our business, you take note and you go into the year with a prudent approach..

Ladies and gentlemen, that concludes our Q&A session. With that, I would like to hand the call back to Mr. Klein for closing remarks..

Again, we appreciate everyone's interest in Energizer Holdings. We are very proud of the record year we just delivered and proud of the colleagues who delivered it, and look forward to '15 and a successful split, July 1. Thank you, everybody..

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect, and have a great day..