Jacqueline E. Burwitz - Vice President-Investor Relations, Energizer Holdings, Inc. Alan R. Hoskins - President, Chief Executive Officer & Director Brian K. Hamm - Chief Financial Officer & Executive Vice President.

William G. Schmitz - Deutsche Bank Securities, Inc. Nik H. Modi - RBC Capital Markets LLC Olivia Tong - Bank of America Merrill Lynch William B. Chappell - SunTrust Robinson Humphrey, Inc. Stephen R. Powers - UBS Securities LLC Kevin Grundy - Jefferies LLC Christopher Ferrara - Wells Fargo Securities LLC Jason M. Gere - KeyBanc Capital Markets, Inc.

William Michael Reuter - Bank of America Merrill Lynch Jason M. English - Goldman Sachs & Co. Carla M. Casella - JPMorgan Securities LLC.

Good morning. My name is Ed, and I will be your conference operator today. At this time, I would like to welcome everyone to the Energizer Holdings Fourth Quarter and Fiscal 2015 Conference Call. As a reminder, this call is being recorded. I would now like to turn the conference over to Jackie Burwitz, Vice President, Investor Relations.

You may begin your conference..

Good morning, and thank you for joining us today. During the call, we will discuss our fiscal fourth quarter results and provide an outlook for fiscal 2016. With me this morning are Alan Hoskins, Chief Executive Officer; and Brian Hamm, Chief Financial Officer.

This call is being recorded and will be available for replay via our website, energizerholdings.com. During the call, we may make statements about our expectations for future plans and financial and operating performance. Any such statements are forward-looking statements, which reflect our current views with respect to future events.

Investor should review our SEC filings for description of the risk factors affecting our business. These risk factors may cause our actual results to be different from our forward-looking statements. We do not undertake to update these forward-looking statements. During this call, we will also refer to non-GAAP financial measures.

A reconciliation of the non-GAAP financial measures to the 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. With that, I'd like to turn the call over to Alan..

leading with innovation, operating with excellence and driving productivity gains. We continue to make excellent progress against each of these. In regards to innovation, we continued to rollout Energizer EcoAdvanced in select European and Asian markets in the fourth quarter and the product is continuing to gain market share and consumer acceptance.

EcoAdvanced has resonated particularly well with consumers in some of our Western European markets, which tend to be more environmentally focused, and that product has already attained high single-digit and low double-digit value share in certain markets, while approaching our low single-digit value share goals in our North American markets.

Going forward, we will continue to rollout our plans for EcoAdvanced across additional international markets. In 2016, innovation returns to our flagship brand Energizer MAX.

Hitting the stores later this month, this demonstrates our commitment to leading with innovation through product extensions like Energizer EcoAdvanced and through upgrades to our best-selling core product like Energizer MAX. Our second focus is on operating with excellence.

We strive to meet the needs of our customers better than anyone else, and that comes from having best-in-class supply chain teams and providing top-tier category management solutions for our customers. For the past year, you can see these results with consistent execution through our spinoff.

Despite the disruption created by the work surrounding the spin, Energizer's global value share increased 1.2 points in the latest 52 weeks. Third, we have and will continue to drive productivity.

As I mentioned, we completed our 2013 restructuring program this year, generating cost savings from adjusting our manufacturing footprint, streamlining our product portfolio and centralizing marketing. We achieved terrific results with over $218 million of savings from this initiative. However, we are not finished.

We are now working to offset the dissynergies created as a result of the separation by focusing on successfully implementing our go-to market changes and cost containment through zero-based budgeting.

Our zero-based budgeting efforts have identified significant cost reduction opportunities that will be implemented in the first half of fiscal 2016 and will allow us to offset the separation dissynergies much earlier than originally expected.

In addition to our improvements in SG&A spending, we are moving forward with productivity initiatives on trade investment and the integrated supply chain optimization as well as working capital improvements and procurement savings.

Looking specifically at the fourth quarter, as we communicated in our last earnings call, we expected this to be a period of transition as we finalized post-spin activities, continued to execute the go-to-market changes, and experience the year-over-year impacts from the Venezuela deconsolidation.

Additionally, currencies were even more unfavorable than the outlook we provided in our last earnings call. Despite these challenges and worsening foreign currency impacts, the overall quarter results were in line with our expectations, which we communicated during our last earnings call.

Specifically, total revenue was within our anticipated range despite an even greater negative impact from foreign currencies. Gross margin rate was slightly ahead of our outlook, and we incurred several one-time transitional costs that were recorded within SG&A.

It's important to note that the fourth quarter's SG&A level is not representative of our future run rate cost structure, and Brian will cover this in more detail in just a moment. Looking forward to 2016, our financial outlook on a constant currency basis remains consistent with what we previously shared at the Investor Day.

However, foreign currencies have worsened, and our outlook has been adjusted in line with these changes, as Brian will discuss in just a minute.

We remain committed to our game plan and will continue to execute behind our three strategic priorities, leading with innovation, operating with excellence and driving productivity, all with the objective of maximizing free cash flow. And I believe we are well positioned to drive long-term value for our shareholders.

I'll now turn the call over to Brian for a more in-depth look at our financial review for the quarter, as well as an outlook for fiscal 2016.

Brian?.

Thanks, Alan, and good morning everyone. I'll begin by discussing the financial overview of the quarter and then provide some insights into our fiscal 2016 outlook. As Alan mentioned, despite worsening currency trends, fourth quarter results met our expectations.

Sales, gross margin and earnings were all in line with the outlook we provided last quarter. However, we continue to experience significant currency headwinds. In the fourth quarter, foreign currencies negatively impacted our top line by $33 million and segment profit by approximately $22 million.

For the entire fiscal 2015, foreign currencies impacted our top line by $110 million and segment profit by $67 million. And since 2012, foreign currencies have negatively impacted our top line by approximately $200 million and segment profit by over $125 million.

This amount of currency pressure is unprecedented and unfortunately, the impact to our P&L has worsened since our last earnings call. With over 50% of our net sales and nearly 45% of our segment profit generated outside of the United States, we have significant exposure to foreign currency fluctuations.

Obviously, this type of unprecedented volatility creates a challenging business environment. We have and will continue to take a number of steps in an effort to manage through the volatility.

This includes currency hedging, price increases in markets where the competitive environment permits, continually reviewing our commercial go-to-market structure and identifying cost reduction efforts.

However, we need to be mindful that long-term impacts of the decisions we make as short-term measures could have lasting impacts to our significant international business. I'll now provide a deeper dive into the fourth quarter results. First, total net sales declined 18%.

Organic net sales declined 8% due to an unfavorable comparison with the prior year quarter due to the timing of early holiday deliveries and temporary prior year shelf space gains. As I mentioned earlier, foreign currency headwinds impacted our top line by approximately $33 million, resulting in nearly a 7% decline.

The impact of our go-to-market changes, including the exit and shift to distributors in certain markets, resulted in a 2% decline, and Venezuela deconsolidation reduced sales by approximately $6 million, or 1%.

Looking at our organic sales performance across our four operating segments, North America organic sales decreased 11% primarily due to the timing of holiday deliveries and the temporary shelf space gains I mentioned earlier that resulted in inflated prior-year comparisons.

Organic sales in Asia declined $8 million, or 9% due to heightened competitive pressures in two of our major markets, Australia and Korea. Our Europe, Middle Eastern and Africa organic sales were up 0.5% due to distribution gains and the continued rollout of EcoAdvanced.

And Latin America organic sales decreased $2 million, or 5.8% as pricing gains in inflationary markets were offset by lower volumes due to the timing of holiday sales. Now, on the gross margin. The gross margin rate for the quarter was 45.9%, or 230 basis points below prior year.

The decline was primarily driven by unfavorable currencies as most of our finished good inventory is denominated in U.S. dollars, which unfavorably impacts the gross margin rate as foreign currencies weaken. Gross margin was also negatively impacted by the removal of Venezuela from our consolidated results.

Excluding the impact of currencies, go-to-market changes in Venezuela, our gross margin rate increased nearly 140 basis points, primarily driven by the benefits of our continued cost-reduction efforts. A couple of other items to note.

A&P spending as a percent of sales increased 180 basis points as we increased spending in support of our brands, including the EcoAdvanced launch. SG&A as a percent of sales was approximately 26%, however there were approximately $23 million, or 5.8% of sales of spin-related and transitional items incurred in the quarter.

It's important to call out that these costs are not representative of our future run rate. EPS on an ex-unusual basis was $0.61. Spin-related charges in the fourth quarter were $18.3 million, of which $15 million was reported within SG&A. We expect to incur final charges related to the spin in the first half of fiscal 2016.

Cost from the 2013 restructuring project in the fourth quarter were $800,000. This marks the conclusion of the 2013 restructuring project as the full amount of savings are now included within our run rate cost structure, and we do not expect additional charges to be incurred.

Turning briefly to the balance sheet, a combination of our strong cash flows and a favorable final spin allocation contributed to the new Energizer ending the year with approximately $500 million in cash. Approximately 95% of our cash is held offshore.

We are holding steady at roughly $1 billion in debt, which equates to a 2.9 times debt-to-EBITDA ratio. We believe we are well positioned to execute against our three priorities for uses of cash.

We're investing in the business, providing a meaningful and competitive dividend and opportunistically repurchasing shares and pursuing a selective and disciplined M&A strategy. That wraps up our commentary in the quarter and fiscal 2015 results. I'd now like to turn our attention to our outlook for fiscal 2016.

On a constant currency basis, our outlook is consistent with what we shared during Investor Day. However, as Alan mentioned, currency trends have worsened since Investor Day and our last earnings call, which impacts our updated outlook for our fiscal 2016 financial performance. I'll touch on our outlook for a few key 2016 financial metrics.

First, net sales. Total net sales are expected to be down in the mid-single digits, as organic sales are expected to be flat to down low-single digits, slightly ahead of our outlook for the category. Unfavorable foreign currencies are expected to reduce net sales by $50 million to $60 million, or 3% to 4%.

International go-to-market changes are expected to reduce net sales in the low-single digits and change in Venezuela results due to the previously announced deconsolidation will reduce net sales by $8.5 million, or 0.5%.

Next, gross margin rates are expected to decline by up to 300 basis points, driven in part by unfavorable currency, international go-to-market changes and the impacts from the Venezuela deconsolidation. SG&A as a percent of net sales, excluding spin-related costs, are expected to be in the low 20s.

Pre-tax income is expected to be negatively impacted by the movement in foreign currencies of $45 million to $55 million net of the hedge impact. Our income tax rate is expected to be in the range of 30% to 31%. This rate is consistent with pre-spin levels and slightly favorable versus our previous outlook.

Adjusted EPS is expected to be in the range of $1.90 to $2.10. The decrease versus prior year reflects the unfavorable impact of currencies, the Venezuela deconsolidation and increase on our tax rate and a slight increase in our diluted share count.

EBITDA is expected to be in the range of $275 million to $295 million, reflecting the change in currencies versus our prior outlook. CapEx is expected to be in the range of $35 million to $45 million, and free cash flow is expected to exceed $140 million.

Finally, spin and restructuring costs are expected to be in the range of $10 million to $15 million through the end of fiscal 2016. Before I turn the call back over to Alan for closing remarks, I wanted to briefly touch on our quarterly flow for 2016. We realized that the transition items make it difficult to follow our results.

However, we remain committed to providing investors the transparency needed to better understand the underlying drivers of our business.

As discussed, we began to realize the impacts of these items in the fourth quarter and will continue to experience year-over-year fluctuations through the first three quarters of 2016 due to many of the same factors. Looking back on 2015, I'll highlight certain prior-year comparisons that will impact next year's results.

In the first quarter of 2015, organic sales were down due to the shift in timing of holiday deliveries. We expect that this will provide a favorable comp in the coming year as holiday deliveries have returned to a more normalized schedule. However, based upon current currency rates, we expect that significant currency headwinds will persist.

And in addition, we'll continue to experience the impact of go-to-market changes and the Venezuela deconsolidation. In the second quarter, there will be a challenging prior-year comparison as our organic sales were up due to the launch of EcoAdvanced in the United States.

In addition, based upon current currency rates, we expect a continuation of significant currency headwinds on a year-over-year basis. We will continue to experience the impact of the go-to market changes. And finally, this will be the last quarter we experience the effects from the Venezuela deconsolidation.

In the third quarter of fiscal 2015, organic sales were nearly flat. In addition, we will begin to fully lap the impacts of the go-to market changes. In total, we expect this to be the quarter where transitional items moderate and the year-over-year comparisons become more meaningful.

Finally, although the fourth quarter of fiscal 2015 organic sales were down 8%, we do not believe it will have a material impact from our year-over-year comparison standpoint, as the decline was a result of certain 2014 promotional items that were not repeated. As such, the year-over-year comparison in the quarter will be more normalized.

We will continue to provide updates and additional analytical schedules to help explain our results through these periods of transition. Now, I'd like to turn the call back over to Alan for closing remarks..

Thanks, Brian. So, I just wanted to reiterate for the audience that fiscal 2015 was a transformational year for the new Energizer. We delivered solid results, while executing a very complex spin-off transaction and facing unprecedented foreign currency headwinds that had a significant impact on our top and bottom lines.

Despite these challenges, the underlying fundamentals of the business are improving, and we continue to see signs of stabilization within battery category. And we increased our value market share in the latest 52 weeks. In addition, we completed our 2013 restructuring initiatives and continue to find ways to reduce costs.

I'm personally very proud of the organization and very confident in the direction we're heading in as a stand-alone company. The results for 2016, our first full year as a stand-alone company, will continue to be transitional, but our focus is squarely on executing our strategies and delivering top-tier free cash flow performance.

That concludes our prepared remarks, and we'll be happy to take questions at this point. And I'll turn it back over to the operator..

Thank you. We will now begin the question-and-answer session. Our first question comes from Bill Schmitz of Deutsche Bank. Please go ahead..

Hi. Good morning, guys..

Good morning..

Hey. Can you just talk about the pre-tax income impacts from currency next year? Because if I kind of do the math, it seems like it was a 55% margin roughly into fourth quarter, and there's a 50% margin for the year. But then if you kind of back into your guidance about the sales and the pre-tax, it seems like it's a 91% margin on the currency..

Bill, this is Brian. In fiscal 2015 for the full year, you're right. Net sales were impacted by currency by $110 million, and $55 million flowed through the pre-tax. In 2016, the impact of the net sales line is expected to be $55 million to $60 million with $45 million to $55 million expected to flow through the pre-tax.

The biggest change impacting the flow through the pre-tax is the level of hedge credit in fiscal 2015 versus what's in our outlook for 2016. The hedge credit in 2015 was in excess of $11 million and the hedge credit within our outlook for 2016 is around $4 million..

Okay. Got you. And then just on the gross margin guidance.

If you excluded the currency and some of the go-to market, Venezuela stuff, would gross margins be up organically?.

It would be about flat, Bill. Because keep in mind is that throughout 2015, we experienced similar foreign currency headwinds that impacted our gross margin line. However, we have the benefit of restructuring project savings that offset that FX impact.

Now that those savings are fully in our run rate cost structure based upon our outlook, we do not have a similar offset. My hope is that the expected decline of 300 basis points, my hope is that this is conservative. However, this estimate is based upon, like I said, many moving parts, but currency continues to be the biggest driver..

Okay. Great. Thank you very much..

Thanks, Bill..

Our next question comes from Nik Modi of RBC Capital. Please go ahead..

Yeah. Thanks for the question. Just actually two from my side. One, just wanted to get an understanding of what you're seeing in the price promotion environment, generally speaking.

And then the second is just given we're coming up on the holiday season, just curious if you guys could give us a state of the union on kind of how you see the economy just as you talk to retailers out there in the marketplace. Thanks..

Yeah. Hey, Nik. It's Alan. Good morning. So I'll take both of those. Let me kind of start with the second one in terms of state of the economy. I think from our category perspective, we're pretty pleased with where we are at this point on holiday in terms of execution in the stores. Sell-through still needs to occur.

But I'm very pleased with what I'm seeing in the stores in terms of execution. From a retailer perspective, I think you've seen the recent news. There is some concern about heavy up inventories heading in the holiday, but primarily around apparel, less so around electronics categories and general merchandise.

So, we feel we're in a pretty good position heading into holiday from an inventory standpoint. I think we've got the right plans in place to execute against that. To your first question on pricing and promotion, we've not seen any significant change in competitive activity in the category during the last 90 days.

I think I would refer back to some of the comments I have provided in last earnings call and since the Investor Day, and that is, we continue to remain focused on bringing innovation and marketing news to the category.

We still believe it is the best way to drive accretive value in a category like ours for both batteries and lights, and we'll continue to do so going forward.

We believe that coupled with effective in-store category execution, really focusing on the fundamentals are the best way to drive accretive value for both the retailer and for Energizer, so that will remain our focus going forward..

And just one last question, Alan. When you, I know you guys have been talking about trade spending and kind of looking at that piece of the P&L.

Any update in terms of any initiatives around that? Are we getting closer to you guys actually seeing some return on that initiative or do we still have to wait a while for that?.

Yeah. Sure, Nik. I'm going to ask Brian. He's actually on point on that particular initiative for us.

So, Brian, you want to comment on that one?.

Trade investment is a big opportunity for us. We're starting in North America with a comprehensive review of our pricing architecture and promotion strategy. Ultimately, we're focused on finding ways to restore value and revenue growth in this category.

And we believe that a disciplined pricing and promotional structure will help us, the category and our customers to do just that. We're still going through the evaluation phase to determine exactly the changes that we expect to make. I do not want to give a specific savings target.

There will be some amounts that may drop to the bottom line, but there will also be amounts that we will reinvest with our key customers to continue to drive the category and to drive revenue growth, because it's going to be critically important that we restore value in the category and restore revenue growth for us and our customers..

And just to build on that, a little bit of the five initiatives that Brian and I have shared that the organization will be focused on going forward in terms of driving productivity in our business. On the trade investment piece, to me, this one isn't a race. This is about doing it right and getting it set up for long-term success.

And that's why you'll see us move forward on that in 2016 and 2017, and there hasn't been significant activity prior to that because of the amount of work to scope out and understand how we approach. It's not just from a North America perspective, but holistically from a global perspective..

Great. Thanks a lot, guys..

Our next question comes from Olivia Tong of Bank of America Merrill Lynch. Please go ahead..

Thank you. Just a first question.

Can you help us understand some of the components of that, the increase in the organic SG&A, ex currency, ex all the other factors that are going on right now, just sort of the underlying change there? And then also, can you give us some color on the timing of working down the dissynergies? Would you expect this to be fairly equitable as the year progresses in fiscal 2016 or does it take time for initiatives to build and therefore you see a little bit more benefit in the second half versus the first half? Thank you..

Olivia, this is Brian. For the fourth quarter, our SG&A was 26%. About 6% of that is onetime spin and transitional-related costs. The biggest piece of that by far are spin-related costs that were included within SG&A, so you really need to strip that out of our fourth quarter results.

And so that gets you to 20% SG&A as a percent of sales and we believe that that is the low 20s is representative of our future run rate. As it relates to dissynergies, as we shared in Investor Day, we thought that we'd be able to offset dissynergies by quarter three or quarter four.

We recently completed over the last 90 days an in-depth zero-based budgeting exercise where we literally looked at every single P&L line item across all functions and across all markets. We were able to identify over $30 million worth of offsets that will allow us to offset dissynergies much earlier than anticipated.

And so, what's included in that 20% SG&A or the low 20% SG&A outlook for fiscal 2016 is representative of us offsetting dissynergies in the first half of the year closer to the first quarter. And so, that zero-based budgeting effort was significant for the organization.

It identified significant savings, even after going through the 2013 restructuring project where we identified $218 million worth of savings. So, we are able to offset dissynergies much earlier than what we expected..

Got it. Actually, if I can just clarify my first question around the SG&A. What I'm thinking, what I'm trying to reconcile is you guys said at least in the schedules provided in the back of the press release that SG&A was 18.7% for Q3 of 2015. And I'm trying to comp that relative to what you guys said.

Organic was up 370 basis points relative to that number. So, that bridge between the 18.7% to the 22.3%, I know Venezuela, go-to-market, FX, there's a whole bunch of other things in there but just the organic piece of that.

Can you help us understand that bridge a little bit and how quickly you can get through some of that dissynergy there? Hopefully that helps..

Yeah. No, I appreciate the clarification. The 18.7% was quarter four of 2014, which remember, is based upon carve-out financial data.

So, it's very difficult trying to bridge prior-year data, especially at the SG&A line, because the carve-out accounting rules really make it just an allocation from corporate and some of the other expenses, and it's not necessarily representative of what our standalone SG&A structure going forward will be.

The way to think about go-forward SG&A is probably in the low 20% range..

Okay, got it. And then just following up, can you actually give us how much in dollars you think sales shifted for holiday shipments in the U.S. so that we know how to allocate properly for Q1? And then on Eco, you mentioned a low single-digit percentage of shares as sort of what you're hoping to get to.

How do you think about defining success for a new product, particularly the Eco product? I mean, why is that the right number to aspire to?.

Yeah, so Olivia, I'm going to take the first question, and then Brian can kind of respond back to the second one. So on EcoAdvanced, at this point, let me give you the headlines. We're very pleased with the launch of the EcoAdvanced so far. It is meeting our ACV distribution display and share goals at this point in the launch. Our share in the U.S.

is around a one-value share. It's 1.5% overall. In some markets where consumers are more environmentally focused, we have high single-digit moving toward double-digit share. And that's in line with our share expectation.

So, when you think about goals for that particular brand, we're looking at anything from 2% to 15% share goals depending on the market because each market is going to be different. Since the launch in Q2, we've shipped in roughly $41 million worth of EcoAdvanced. We expect trial to accelerate during the holiday.

So far, our launches in the U.S., Canada, Australia, New Zealand and certain Western European markets have gone exceptionally well. We have outlined additional markets we'll be launching in going forward. I won't elaborate on the specific markets for competitive reasons, but it is in our plan.

Inventory levels are slightly higher, but you'd expect that on a launch like this, especially given our dependency on the off-shelf display locations we have to drive trial. But we expect that to normalize in time as we anniversary the launch.

We are pleased with – if you think about the Nielsen measures that were looked at in terms of new product launches, so think trial, repeat, purchase rates and overall sourcing. Trial is tracking very well and in line with a competitive launch in the same space a couple of years back.

What we're very pleased with this that we're seeing higher repeat levels as we look at the Nielsen information. And that's ahead of competitive launches in the same space. There is some cannibalization, but we are sourcing the majority of our volume for EcoAdvanced from competitive brands. And overall, the advertising is working.

It's proving to be very effective. We have seen upticks in our brand – critical brand equity measures, as we look at and track against the performance of our copy. So, all-in at this point, we're very pleased with the launch..

And as in terms of the shift in holidays and how to think about quarter one. Holiday shift in timing amounted to about $10 million to $15 million of sales. But remember in quarter four of this year, we experienced the unfavorable lap of promotional activities that we had in fiscal 2014.

Some of that will also carry over into quarter one, impact our quarter one 2016 comparison. So that offsets a lot of the shift in holiday. And so we should see a favorable comp with the shift in timing of holiday. But partially offset by continued to lap that promotional activity from a year ago that wasn't repeated..

Our next question comes from Bill Chappell of SunTrust. Please go ahead..

Thanks. Good morning..

Good morning, Bill..

So can you talk a little bit on share repurchase? I think back at the Analyst Day, one of the comments was that your tax rate could go higher as you brought back some of the cash overseas to potentially do share repurchase or other options.

Is that baked into your guidance? Maybe any up-to-date where you are on share repurchase?.

Yeah. So, let me talk about just overall on share repurchase, Bill. And then I'll have Brian comment a little bit on the tax rates. So, now that we have a quarter behind us as a stand-alone company and a very complex spin transaction in our rear view mirror, we think we've got much better clarity on our future cash needs.

I think it's important to note that the spin required a significant amount of cash to complete pre-imposed spin. We needed to take the time to sort that out, and thankfully now we have a lot of that behind us. We believe we're in a really good position with our cash balance.

But keep in mind that 95% of our cash is held offshore, and as such, we need to be mindful of the tax implications in the event we were to repatriate that. In addition, we believe we're in a good place with our debt position. We fully intend to put our capital to work in the future, and it'll be about really striking the right balance.

And this is consistent with what we've shared since Investor Day, and that is that balance between reinvesting in the business is our first priority, paying a meaningful dividend, certainly opportunistic share repurchase and then again, pursuing selective and disciplined M&A. Our position on that has not changed.

And for us, this isn't really an either/or in terms of the options. These aren't mutually exclusive. It's really about leveraging all the alternatives we have in front of us to generate what we believe would be the best long-term return for our shareholders. And then I'll let Brian comment on the tax..

Related to the tax rate, our estimate, our outlook for 2016 is in the 30% to 31% range. That's very consistent with where we were a couple of years ago, where EHI was a couple of years ago. We used to live in the 29.5% to 30.5% tax range. And so that's consistent with our outlook for 2016.

And within our $1.90 to $2.10 EPS estimate, we are not assuming share repurchase within that. It's essentially on a slight increase with our diluted share count as to where we ended the year..

So, just a follow-up to that, I know it's an outside chance, but if there was a repatriation holiday, would you look to be more aggressive?.

If there's a repatriation holiday, we'll always look at ways to bring back cash in the most tax-efficient manner. How we utilize that cash, back to Alan's comment is that we're going to look at those three priorities, and the ultimate decision is going to be what generates the best return..

Our next question comes from Steve Powers of UBS. Please go ahead..

Great. Thanks. So, Alan, Brian, a couple of questions on guidance, and then, maybe a follow-up on that cash topic if I could.

So, first, on guidance, just with respect to FX, are you assuming any further dollar strengthening anywhere or does the outlook essentially embed today's spot rates? And then, perhaps, I missed it, but can you quantify the specific amount of dissynergy that you're absorbing in the 2016 outlook? In other words, what I'm trying to get at is as we think about 2017, how much of a step-up in EBIT should we expect year-over-year, all-else equal, as those synergies roll off? And I'll come back on cash if I could.

Thanks..

Within our outlook, it does assume today's spot rate. And so, our outlook is based upon if current currency rates were to hold for the next 12 months, obviously, we've seen a lot of volatility within foreign currencies over the last one year, two years, three years. And I do not want to speculate as to future movements.

So, we've based our outlook based upon today's spot rate. And as in terms of the amount of dissynergies, in total, dissynergies were estimated to be $30 million to $35 million. We expect to offset most of those through zero-based budgeting efforts.

And so, I think the low-20% SG&A percent of sales range, our outlook that we provided for 2016, is a good base to build off of not only for 2016, but also, future years. But we will continue to find ways to optimize our cost structure and then, also, to grow our top line, that will help that as well.

So, assume that dissynergies are mostly fully offset within 2016..

Okay. Thank you. And then just turning to cash, so I appreciate that most of the cash is offshore. But after the dividend, it still looks like you'll have $80 million or so of free cash flows uncommitted.

So, is the intent there to just let that build if no M&A presents itself or is there upside optionality to your assumption of no repurchase?.

About 50% of our cash is generated offshore each year..

Yeah..

We'll always look at tax-efficient ways to utilize that cash. In the past, as Energizer Holdings, we use that for M&A. We've used that for international investment opportunities, both in our manufacturing and operations platform. We've also used that to right-size our cost structure through severance and other restructuring efforts.

So, it's hard to speculate as to the future, as to what we would do as it relates to that international cash balance. But rest assured is that we always will look at ways, the most tax-efficient way to utilize that cash. In the past, we've been able to put it to good work and we'll continue to evaluate going forward..

Our next question comes from Kevin Grundy of Jefferies. Please go ahead..

Thanks. Good morning, guys..

Good morning..

So, Brian, my first question for you, I guess to come back to the FX component and the guide. And I'm still trying – it sounds like it's exclusively FX-related. So three questions I guess related to the guide. Can you bridge for us – can you reconfirm or reaffirm the $310 million to $325 million going back to August 6.

And looking at how your basket of currencies have moved, it's really difficult for me to get there to the 10% downward revision implied in your guidance now. So, a few questions. Number one, can you bridge that for us, I guess, from an FX perspective? Number two, confirm that there's no material changes to the underlying outlook.

It doesn't seem like there is based on the commentary and what's in the press release. And three, I think, Alan, you touched on some of this in terms about long-term portfolio management.

Have you guys, and I'm sure you have, sort of aggressively looked at the ability to take pricing and more aggressively kind of cost to offset what looks like a much worse outlook than just a few months ago?.

As it relates to the FX bridge, when we were together at Investor Day, we started with our latest 12 months results. And we said that if current currency rates were to hold, we expected a $55 million to $60 million impact in the future based upon current currency rates. Those continued to deteriorate.

As we stand here now is that if current currency rates were to hold versus that latest 12 months number back on Investor Day, now instead of $55 million to $60 million, it's now $83 million to $93 million. And so our updated outlook is definitely due to currency.

The underlying fundamentals within the business and our assumptions of those organic drivers have remained constant. So, what's happened since Investor Day to August 6 to now? We've actually seen relative amount of stabilization within the euro, but we've been impacted by currencies that we don't hedge.

In Latin America whether it's Argentine peso, the Chilean peso, the Mexican peso. I mean, a lot of volatility in Latin America. And then even more so within Asia.

So, the Aussie dollar which we do hedge to some extent, but other currencies like the New Zealand dollar or the South Korean won or the Malaysian ringgit, we do not hedge, and it had a significant impact since August 6 and definitely since Investor Day. But the underlying drivers remain the same..

If I can clarify, though, on the guidance too, when you reaffirmed back with your third quarter results that's based on spot rates, was that a stale FX assumption? In other words, was that based on your FX assumption at the time of the Analyst Day?.

We try to update our outlook for currencies. But as you know, it's a big bounce around quite a bit. So, on August 6, it was based upon recent currency rates and how we've modeled those through. But they definitely worsened since August 6. There's always some puts and takes with that. But like I said, the underlying organic outlook remains constant..

Okay. And then if you could just comment on the ability to take pricing and cut costs, maybe even pull some of those forward to offset some of that, that would be appreciated; and that will do it from me. Thank you..

Yeah. Hi, Kevin. It's Alan. So, we have baked into the plan our ability to take pricing. And the way we think about that is really threefold just to give an idea. You've got hyper-inflationary markets such as LatAm that are currency affected, and then where we can, we certainly will drive pricing there.

When we have new innovation, we bake into whatever we launch or bring to market the necessity both to cover the cost of that innovation, as well as to make sure we're driving accretive value in the category.

And then certainly, where we have a leadership position, and it makes sense within the market, we'll always look at our cost structure relative to the price in that that we offer through to the trade in the market. From a cost standpoint, to be clear, we don't believe we're done. It won't be to the same magnitude.

But we still have opportunities to continue to look at streamlining our manufacturing. And in doing so, we have a really great mindset all the way down to the lines about driving down average unit cost. And that continues to be a focus for us.

Our procurement team is part of that particular value chain is also focused on driving down our cost through indirect spend. And then organizationally, we have seen a mindset shift where the entire organization is really focused on streamlining and simplifying the business. And I think the work that we recently did on ZBB was an example of that.

So, we continue to look at opportunities in both. They're not anything we avoid. They're part of our discussions every day. But again, it differs market-to-market and situation-to-situation..

Our next question comes from Chris Ferrara of Wells Fargo. Please go ahead..

Hey, thanks. Guys, I guess I wanted to clarify another question on the guidance, right. So, just to make sure I have it right, the $310 million to $325 million EBITDA number that you guys had originally given, I guess that included FX, Venezuela, go-to-market.

But it didn't include underlying business results, right, because again at that point when you gave it, it wasn't guidance, right? It was just an adjusted base period I think, right? And I guess number one, is that right?.

You're exactly right. Coming off of in the midst of the spin, and the only thing that we really had to rely upon or to give the investors to rely upon was a Form 10 that was based upon a carve-out accounting. We wanted to provide some visibility to investors as to how you should think about our future kind of base business EBITDA.

And at that time, based upon current currency rates, what we knew from Venezuela and go-to-market changes and things like that. We wanted to tell our investors, this is how you should think about our base level of EBITDA. But obviously there's been some moving parts within that. So on Investor Day, it was not per se 2016 guidance.

Now, it was just a way to think about our base level of EBITDA. Now as we built our plans on a constant currency basis, it's kind of transformed into what we think our 2016 outlook for EBITDA is looking like. However unfortunately, foreign currencies have continued to weaken. But there's several pushes and pulls.

And as we went through the zero-based budgeting efforts, we obtained a very clear understanding as to what our cost structure is as a standalone company..

Right. Okay, now that's perfect, right. So then, I guess taking it a step further, then that number that adjusted base trade did not include dissynergy. Now you're saying that you found through ZBB methodologies, you found $30 million in incremental savings you didn't expect. That's offsetting that dissynergy.

So that to me leaves like give or take a couple of bucks, that leaves, or your only two moving parts are incrementally worse currency and then the addition of actual underlying fundamentals.

So, I guess the question is it seems like currency got worse, but at the same time you're not layering in any actual underlying business fundamental growth on the EBITDA line. And I know that's hard to tease out given incremental cost savings.

But is it generally right? You don't expect sort of underlying growth in 2016 on the profit line?.

Yeah. You're exactly right as far as your point is that that $310 million to $325 million did not include dissynergies. And if you remember the slide that I presented on Investor Day, it was here is our base business, obviously does not include dissynergies.

And so if we would not have went through the zero-based budgeting efforts, our 2016 outlook would have been worse by $30 million to $35 million. But we did go through zero-based budgeting, and we were able to identify cost offsets to offset those dissynergies.

How we've asked investors to think about our business performance on a go-forward is low single-digit EBITDA growth and continuing to grow free cash flow as we realize the benefits of that low single-digit EBITDA growth and also effectively manage our working capital.

However, a prior year comparison is very difficult because of that carve-out accounting. But the best way to think about the future is we're building plans to reflect the low single-digit EBITDA growth going forward..

Our next question comes from Jason Gere of KeyBanc Capital Markets. Please go ahead..

Okay. Thanks. Just a couple of questions. I mean, one, I guess we haven't really talked about commodities at all. So, I think maybe if you can give some perspective in terms of the commodity outlook for this year and whether or not is there hedges in place that kind of limit some of the benefits.

I would have thought there'd be some I guess savings coming on the commodity front.

And then secondly, I was just wondering if you could talk a little bit about A&P in terms of the expectations for this year, and maybe the shift that you're seeing away from some of the traditional media to more online and maybe what you're doing with on Eco and how you're thinking about that over the next couple of years. Thanks..

Jason, I'll take the first one and turn it over to Alan on A&P. With commodities, we do expect a modest amount of commodity favorability to impact our P&L in fiscal 2016.

However, we are redeploying that savings and to drive innovation and product improvements, so we'll realize the full year benefit or the full year impact of that investment behind that product launch as well as product news around Energizer MAX and where we've been able to redeploy a lot of the commodity savings and the product improvements..

And then, Jason, just real quick on the A&P and the way to think about that going forward. So, I'm holding to what I shared on Investor Day, that we're really looking at a range of 6% to 7% going forward. A&P, we did bump up this current fiscal year 2015 with the launch of EcoAdvanced that hovered just slightly above 8%.

I would expect that to revert back to more normal levels as we launch into smaller markets now. But my expectation is to keep that A&P in that range of 6% to 7%. I think it's important for a few reasons. One, it supports what we're trying to do to build healthy share in the marketplace.

Second, it allows us to continue to build good equity behind our brand. So, that will continue going forward. Since 2011, we've increased our A&P year-on-year, and we've seen the impact of that both in our measured share as well as our brand equity measures. That will continue. As you think about the go-forward.

So, we use a number of different mediums in our media mix. So, think about it as everything from TV, print to digital. Digital is part of what we do. We're able to measure the four of them now more robustly than we could even a year ago through mixed modeling that we do through our research groups.

We were able to understand the return we get on each of those particular mediums. I can tell you that today, given both the effectiveness of our copy, the strength of our brand and the fact that we have global icons, TV is still the best ROI for us.

But you will see us over time continue to migrate to shifts in mix of how we approach consumers and shoppers depending on what it is we're launching, the marketing news that we're bringing to the market and, again, continued ROI rates on each of those individual investments depending on what's in the mix.

That'll flow from everything from broad consumer reach through TV and digital and that can go all the way down to specific customer activities. Again, we'll see that migrating more over the course of the next couple of years..

Okay. Great. And actually on last if you can humor me. Just since the Analyst Day and obviously, we've seen a slowdown in global growth, I was just wondering if you can give an update on the growth rates you see for your businesses and the four key regions that you target.

Is there any change from how you looked at it back then because I know you're saying the – kind of the fundamental hasn't changed. But I was just wondering if those growth rates have come down a little bit or how you're kind of looking at the landscape. Thanks..

Yeah. Sure. So, generally, we're actually seeing category volume and value both stabilized, especially over the latest few reporting periods, especially when you look back the last several years. So, it's hovering in that kind of flat to sort of low-single-digit decline, which is an improvement.

If you look at value during the latest 52 weeks, it's actually improved versus the – latest 12 weeks improved versus the 52 week trend and that's driven by a couple of things. You've seen a shift in mix both in terms of the products being sold, the demand for those products within the categories.

You're seeing more specialty, so think lithium coin, and you're seeing more performance brands such as Energizer EcoAdvanced. As a result of that, you're seeing category value hover right around globally that sort of down 0.004%. Volume is down a little bit more, but that's a result of some declines that we're seeing basically in the price segment.

The price segment which includes a lot of the tertiary brands for the latest 12 weeks on a value basis is down about 3.1%. So there's sort of a drag on category there. Looking forward, as you think about – the best way to kind of think about the areas is you sort of have developed and then developing.

In the latest 12 weeks, developed market value growth that's sitting right around minus 1.3%, counter to that in developing markets, you're actually seeing the latest 12-week value growing up 7.8%. Going forward, we're holding to the outlook we have in the category, which is low-single-digit decline.

As you think about those two market segments; developed and developing, I would expect developing to grow better than that call and developed to grow in line with that call. And the reason you're seeing that improvements in developing is really – is a couple of reasons.

Primarily demographic, so you're seeing a larger growth in younger households, meaning a population boom there. And you're also seeing the emerging middle class, both of which have more disposable income. That bodes really well for categories like ours because they're typically households with children, a sweet spot for the battery category.

So that just gives a little bit of color in terms of our outlook for what we think will happen overall in the category. Again, low-single-digit decline with some modest growth in developing and developing in line with overall category..

Our next question comes from William Reuter of Bank of America Merrill Lynch. Please go ahead..

Good morning, guys. Most of my have been taken. Just two quick ones.

The first, if you can talk a little bit about M&A and how you guys are viewing opportunities there in terms of how active you guys we should expect you'll be in 2016? And then, secondly, just a housekeeping item, if you can tell us what the adjusted EBITDA was in the comparable quarters, so in the first quarter of 2014, that would compare it to today's $76 million.

Thanks..

Yeah. Sure. So, I'm going to go ahead. Let me just kind of speak to M&A, William, real quick, and then I'll have Brian talk about the EBITDA. So, on an M&A front, we have been very proactive in our position on M&A. We will continue to do that. Our position has not changed overall in terms of pursuing acquisitions in a very selective and disciplined way.

As we think about M&A, again, we will look at assets within the household product space that are really good customer and geographical overlap with our current business. It's got to really be the right business at the right time, the right price and the right place, so let me expand on that again for you.

What that means is we take a proactive position. First, on the right business, we really want to make sure that we get strong brands in household categories that have a really good strong track record of innovation, good channel overlap with our core business.

And as I've indicated in the past, I really want to make sure that whatever we acquire isn't just a good deal. It's something that we can operationally fit within our business. Second, it's really around the right time.

So, we need to balance M&A with the other priorities we currently have in the business, and we will target businesses with a profile that allow us to quickly capitalize on the cost and revenue opportunities. So, think about the ability to maintain good margins, similar cash and CapEx profiles is what we've got in battery.

From a pricing standpoint, we've got a very disciplined M&A team, and they're very focused on making sure we acquire good businesses at fair prices, but we'll do that while also considering our desire to maintain a strong balance sheet. And then, finally, from around the right place, let me just expand on what that means.

As part of our go-to-market changes, we made the decision to exit certain markets and move to distributors in other markets. And we believe that that will allow us to better focus on our top markets and key customers.

As a result, geographic overlap really becomes important in whatever opportunities we look at as potential expansion opportunities will be very important in the decisions we take there.

So, overall, again, we're taking a very proactive position, but we're keeping that framework of selective and discipline within the household space sort of front and center.

Brian?.

And as far as our adjusted EBITDA, we have a schedule in the appendix of our earnings release that breaks out our quarterly EBITDA. I think your question was quarter one of 2014. Let me have Jackie, follow-up with you on that, so that we can give you the quarterly breakout for 2014..

Our next question comes from Jason English of Goldman Sachs. Please go ahead..

Hey, good morning, folks. Thanks for squeezing me in..

Good morning..

The first – good morning. First, real short housekeeping item.

D&A this quarter, is it fair just to annualize the $8.6 million rate to get a good beat on what we should expect for next year?.

D&A for next year is going to be $35 million to $40 million..

Okay. Thank you. And then in terms of the go-to-market changes, the back-to-the-bridges you guys showed at the Analyst Day, net sales headwind EBITDA tailwind implying margin accretion on exiting go-to-market. You've called it out as a gross margin headwind in your guidance.

Can you help us reconcile that?.

What's happening with the go-to market changes is that as we fully flush through the go-to market, we'll give on price as we transition our business from a direct salesforce to a distributor. And so the expectation is that there's going to be a decline in sales, a decline in gross margin.

However, we are able to offset SG&A costs and also offset other overhead costs to make that accretive at the bottom line. There are still several moving parts within go-to market, but our assumptions for the 2016 outlook hold true.

But really, the way to think about it is that some of the margin goes from our pocket to the distributor's pocket, but we're able to more than offset that by savings at the overhead lines to drive bottom-line improvement..

Our next question comes from Carla Casella of JPMorgan. Please go ahead..

Hi. Without the benefit of the cash flow statement yet, can you just let us know what the total amount of the cash allocated from the parent co was in fourth quarter? I think you said the cash balance at the end of the year is $500 million, up from $82 million last quarter..

Yeah. Our ending cash balance as of 9/30/2015 is around $500 million with 95% of that held offshore. As far as that specific split on what was allocated from the parent company, we're going to have to follow-up with you on that..

Okay. Great.

And then have you said your comfort level given the M&A strategy and the dividend strategy, what's your comfort level with leverage? Do you have a target range or a target debt level?.

With one quarter under our belt as a standalone company, we believe a three times leverage level is a good place to start. It gives us flexibility to execute on whether we need to reinvest in the business, increase the dividend, repurchase shares or to capitalize upon M&A opportunities.

I do not want to speculate as to how high we would go up or anything like that. But with one quarter under our belt, it's a good place to start. It gives us that optionality..

This concludes our question-and-answer session. I would like to turn the conference back over to Alan Hoskins for any closing remarks..

Again, so we'd like to thank our partners for joining on the call this morning and taking the time to listen to the update both on the fourth quarter and our fiscal year 2016 outlook.

Again, while we've had some significant headwind challenges with currency, we believe that we do have the right underlying fundamentals in this business, the right plan, the right organization and the right focus to be able to take those challenges on. So, we look forward to our continued discussions with each of you.

Thank you for taking the time this morning. And we'll talk soon..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..