ST. LOUIS, Aug. 8, 2017 /PRNewswire/ -- Edgewell Personal Care Company (NYSE: EPC) today announced results for its third fiscal quarter, which ended June 30, 2017.

Executive Summary


    --  Net sales were $637.5 million in the third quarter of fiscal 2017, a
        decrease of 1.2% when compared to the prior year period on a reported
        basis, and down 0.6% on an organic basis. (Organic basis excludes sales
        growth from the Bulldog acquisition and the negative impact from
        currency.)
    --  GAAP Diluted Earnings Per Share ("EPS") and Adjusted EPS grew to $0.95
        and $1.11, respectively, for the third quarter, compared to $0.61 and
        $0.66, respectively, a year ago.
    --  The Company is increasing its fiscal 2017 financial outlook for Adjusted
        EPS and lowering its outlook for organic net sales.

The Company reports and forecasts results on a GAAP and "Non-GAAP" basis, and has reconciled Non-GAAP results and outlook to the most directly comparable GAAP measures later in this release. See "Non-GAAP Financial Measures" for a more detailed explanation, including definitions of various Non-GAAP terms used in this release. All comparisons used in this release are with the same period in the prior fiscal year unless otherwise stated.

"We delivered strong profit performance in the third quarter, in what continues to be a very difficult market environment," said David Hatfield, Edgewell's Chief Executive Officer, President and Chairman of the Board. "Although category weakness in the U.S. persists, and competitive intensity remains high, we delivered solid results in the quarter, driven by sales growth in International, market share gains in Wet Shave and Sun and Skin Care, both globally and in the U.S., and by good financial discipline." Mr. Hatfield continued, "Based on our performance in the quarter, we are increasing our full year outlook for Adjusted EPS, and we remain confident in our ability to deliver strong free cash flow while continuing to invest in future growth opportunities."

Fiscal 3Q 2017 Operating Results (Unaudited)

Net sales were $637.5 million in the quarter, a decrease of 1.2% when compared to the prior year quarter. Excluding a $4.0 million benefit from the Bulldog acquisition and a $7.9 million negative impact from currency, organic net sales decreased 0.6%, as growth in Sun and Skin Care was more than offset by declines in Feminine Care. Wet Shave was essentially flat versus the prior year on an organic basis.

Gross margin increased 230 basis points to 50.5%, driven by lower product costs due to operational efficiencies and lower commodity costs and favorable product mix, slightly offset by the impact of currency movements.

Advertising and sales promotion expense ("A&P") was $114.2 million, or 17.9% of net sales, a decrease from prior year A&P of $122.5 million, or 19.0% of net sales. The prior year included higher spending in support of new product innovation in Feminine Care and higher media and promotional campaigns for Wet Shave.

Selling, general and administrative expense ("SG&A") was $97.5 million, or 15.3% of net sales, as compared to $104.8 million, or 16.2% of net sales, in the prior year. Excluding prior year spin costs, SG&A as a percent of net sales decreased 50 basis points over the prior year, primarily related to lower share-based and other compensation expense, the timing of investments and project spending, as well as savings related to the Company's Zero Based Spending program.

The Company recorded pre-tax restructuring expense of $12.8 million compared to $5.8 million in the prior year quarter. The increase is primarily related to a non-cash charge for the disposition of real estate.

Other income, net was $1.6 million during the quarter as compared to an $8.2 million expense in the prior year, primarily reflecting a net benefit from foreign currency exchange contract gains and losses in the quarter, partially offset by revaluation of nonfunctional currency balance sheet exposures, as well as $3.2 million of interest expense related to settlements with tax authorities recorded in the prior year quarter.

Earnings before income taxes were $65.5 million during the quarter compared to $34.1 million in the third quarter of fiscal 2016. Adjusted operating income increased to $94.3 million in the quarter from $69.2 million in the prior year period and was primarily driven by higher gross margin and lower spending.

The effective tax rate for the first nine months of fiscal 2017 was 22.9% as compared to 19.0% in the prior year period. The adjusted effective tax rate for the first nine months of fiscal 2017, excluding the tax associated with restructuring, was 23.9%, in line with the prior year adjusted rate of 23.8%.

Net earnings in the quarter were $54.9 million, as compared to $36.7 million in the third quarter of fiscal 2016. Adjusted net earnings in the quarter were $63.7 million, as compared to $39.2 million in the third quarter of fiscal 2016.

GAAP Diluted EPS was $0.95 in the quarter, as compared to $0.61 in the prior year quarter. Adjusted EPS for the quarter was $1.11, compared to $0.66 in the prior year quarter.

Net cash from operating activities was $119.4 million for the first nine months of fiscal 2017, as compared to $4.1 million during the same period during the prior year. The improvement reflects the $100.5 million of discretionary funding of certain international pension plans during the second quarter of fiscal 2016 and higher current period net earnings, partially offset by higher current year deferred compensation payments. In the first nine months of fiscal 2017, the Company completed share repurchases of approximately 1.3 million shares for $94.6 million.

Fiscal 3Q 2017 Operating Segment Results (Unaudited)

Following is a summary of third quarter results by segment. All comparisons are with the third quarter of fiscal year 2016.

Wet Shave (Men's Systems, Women's Systems, Disposables, Shave Preps)

Wet Shave net sales decreased $6.1 million, or 1.7%. Excluding the impact of currency movements, organic net sales were essentially flat versus the prior year, as higher volumes were offset by unfavorable price mix. Men's Systems volumes increased in both International and North America in the quarter due to the timing of promotional activities and new private label distribution in Europe. Disposables volumes improved primarily in North America behind innovation and distribution gains. Women's Systems volumes declined, reflecting weak category trends in the U.S. Wet Shave segment profit increased $14.3 million, or 31.4%, primarily due to improved gross margins driven by lower product and commodity costs, as well as improved product and cost mix. In addition, A&P spending was lower in the quarter on decreased media spend for Women's Systems and Disposables, partially offset by higher spend in Men's Systems.

Sun and Skin Care (Sun Care, Wipes, Gloves, Bulldog)

Sun and Skin Care net sales increased $9.8 million, or 6.5%. Excluding the Bulldog acquisition and the impact of currency movements, organic net sales increased $7.4 million, or 4.9%, driven by growth in both International and North America and in both the Banana Boat® and Hawaiian Tropic® brands. This was partially offset by a $2.6 million decline related to the Company's exiting of the private label Sun Care business. Growth in North America was primarily driven by lower returns and lower promotional spend compared to the prior year quarter. Growth in International was largely driven by category growth and new distribution. Sun and Skin Care segment profit increased $8.1 million, or 23.6%, driven primarily by lower returns, lower promotional spend and cost savings generated through restructuring programs.

Feminine Care (Tampons, Pads, Liners)

Feminine Care net sales decreased $10.7 million, or 11.0%, driven by volume declines related to Sport® branded pad distribution losses, increased competitive pressure, and category softness. Price mix was also unfavorable in the quarter in support of promotional programs behind innovation. This resulted in declines across Tampons, Pads and Liners. Feminine Care segment profit increased $0.2 million, or 2.7%, due to lower A&P and overhead spending, offset in part by lower volumes and unfavorable price mix. Product cost mix was essentially flat, as lower commodity costs and savings generated through restructuring programs helped to offset final transition costs related to the shift of manufacturing from Montreal to Dover, Delaware.

All Other (Infant Care, all other brands)

All Other net sales decreased $0.6 million, or 1.9%. Excluding the impact of currency movements, organic net sales decreased $0.4 million, or 1.3%. Growth in Diaper Genie® and Pet Care products was more than offset by declines in infant cups and bottles. All Other segment profit increased $0.6 million, or 9.8%.

Full Fiscal Year 2017 Financial Outlook

For fiscal 2017, reported net sales are now expected to be down approximately 1% to 2%, including an approximate 60 basis point increase from the acquisition of Bulldog, and negative foreign currency translation effects of approximately 60 basis points (based on spot exchange rates as of August 1, 2017). The Company is also revising its organic net sales outlook to be down 1% to 2% (previously flat) compared to the prior year, reflecting a lower sales outlook in Wet Shave and Feminine Care.

The Company's outlook for GAAP EPS for fiscal 2017 is in the range of $3.55 - $3.70, and the Company has increased its outlook for Adjusted EPS to $3.90 to $4.05 (previously $3.80 - $4.00). Adjusted operating income margin is now anticipated to expand by 50 to 70 basis points (previously 50 basis points). The effective tax rate for the fiscal year is now estimated to be in the range of 24% to 25% (previously 26% to 27%).

The Company anticipates that fiscal 2017 free cash flow will be approximately 100% of GAAP net earnings.

The full-year estimate for restructuring related costs is now $28 to $30 million (previously $25 to $28 million). Full year incremental restructuring savings are expected to be approximately $20 to $25 million in fiscal 2017, with an additional $20 to $25 million in fiscal 2018 and 2019 combined. The Company does not expect to incur material restructuring charges related to this project in fiscal 2018.

The Company's Zero Based Spending initiative is anticipated to drive $10 to $15 million in savings (net of implementation expense) in fiscal 2017, with an additional $25 to $30 million of savings expected in fiscal 2018.

Webcast Information

In conjunction with this announcement, the Company will hold an investor conference call beginning at 10:00 a.m. Eastern Time today. The call will focus on fiscal 2017 third quarter earnings and the outlook for fiscal 2017. All interested parties may access a live webcast of this conference call at www.edgewell.com, under "Investors," and "News and Events" tabs or by using the following link:

http://ir.edgewell.com/news-and-events/events

For those unable to participate during the live webcast, a replay will be available on www.edgewell.com, under "Investors," "Financial Reports," and "Quarterly Earnings" tabs.

About Edgewell

Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick® and Wilkinson Sword® men's and women's shaving systems and disposable razors; Edge® and Skintimate® shave preparations; Playtex®, Stayfree®, Carefree® and o.b.® feminine care products; Banana Boat®, Hawaiian Tropic® and Bulldog® sun and skin care products; Playtex® infant feeding, Diaper Genie® and gloves; and Wet Ones® moist wipes. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan, the U.K. and Australia, with approximately 6,000 employees worldwide.

Non-GAAP Financial Measures. While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"), this discussion also includes Non-GAAP measures. These Non-GAAP measures are referred to as "adjusted" or "organic" and exclude items such as spin costs, restructuring charges, the sale of the industrial business and amortization of intangibles. Reconciliations of Non-GAAP measures, including reconciliations of measures related to the Company's fiscal 2017 financial outlook, are included within the Notes to Condensed Consolidated Financial Statements included with this release.

This Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. The Company uses this Non-GAAP information internally to make operating decisions and believes it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. The information can also be used to perform analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This Non-GAAP information is a component in determining management's incentive compensation. Finally, the Company believes this information provides a higher degree of transparency. The following provides additional detail on the Company's Non-GAAP measures.


    --  The Company analyzes its net revenue on an organic basis to better
        measure the comparability of results between periods. Organic net sales
        exclude the impact of changes in foreign currency and acquisitions. This
        information is provided because these fluctuations can distort the
        underlying change in net sales either positively or negatively.
    --  Adjusted EBITDA is defined as earnings before income taxes, interest
        expense, net, depreciation and amortization and excludes items such as
        spin costs, restructuring charges and the sale of the industrial
        business.
    --  Adjusted operating income is defined as earnings before income taxes,
        interest expense associated with debt, other income, net, and excludes
        items such as spin costs, restructuring charges and the sale of the
        industrial business.
    --  Adjusted net earnings and adjusted earnings per share are defined as net
        earnings and diluted earnings per share excluding items such as spin
        costs, restructuring charges, the sale of the industrial business and
        the related tax effects of these items.
    --  Adjusted effective tax rate is defined as the effective tax rate
        excluding items such as spin costs, restructuring charges, the sale of
        the industrial business and the related tax effects of these items from
        the income tax provision and earnings before income taxes.
    --  Adjusted working capital is defined as receivables, less trade
        allowances in accrued liabilities, plus inventories, less accounts
        payable, and is calculated using an average of the trailing four-quarter
        end balances.
    --  Free cash flow is defined as net cash from operating activities less net
        capital expenditures. Free cash flow conversion is defined as free cash
        flow as a percentage of net earnings.

Forward-Looking Statements. This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts, but instead reflect the Company's expectations, estimates or projections concerning future results or events, including, without limitation, the future earnings and performance of Edgewell or any of its businesses. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause the Company's actual results to differ materially from those indicated by those statements. The Company cannot assure you that any of its expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and the Company disclaims any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause the Company's actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:


    --  The Company is subject to risks related to its international operations,
        such as global economic conditions and currency fluctuations, that could
        adversely affect its results of operations;
    --  Competition within the Company's industries may hinder its ability to
        execute its business strategy, achieve profitability or maintain
        relationships with existing customers;
    --  Loss of reputation of the Company's leading brands or failure of its
        marketing plans could have an adverse effect on its business;
    --  The Company's manufacturing facilities, supply channels or other
        business operations may be subject to disruption from events beyond its
        control;
    --  The Company's access to capital markets and borrowing capacity could be
        limited;
    --  If the Company cannot continue to develop new products in a timely
        manner, and at favorable margins, it may not be able to compete
        effectively;
    --  The Company has a substantial level of indebtedness and is subject to
        various covenants relating to such indebtedness, which could limit its
        discretion to operate and grow its business;
    --  The Company faces risks arising from the restructuring of its operations
        and its ongoing efforts to achieve cost savings;
    --  Loss of any of the Company's principal customers and emergence of new
        sales channels, such as e-Commerce, could significantly decrease its
        sales and profitability;
    --  The Company may not be able to attract, retain and develop key
        personnel;
    --  The Company may experience losses or be subject to increased funding
        obligations and expenses related to its pension plans;
    --  The Company may not be able to continue to identify and complete
        strategic acquisitions and effectively integrate acquired companies to
        achieve desired financial benefits;
    --  The Company's business involves the potential for product liability and
        other claims against it, which could affect its results of operations
        and financial condition and result in product recalls or withdrawals;
    --  A failure of a key information technology system or a breach of the
        Company's information security could adversely impact its ability to
        conduct business;
    --  The Company's business is subject to increasing regulation in the U.S.
        and abroad, including environmental laws and regulations, that may
        expose it to significant liabilities;
    --  The resolution of the Company' tax contingencies may result in
        additional tax liabilities, which could adversely impact its cash flows
        and results of operations;
    --  If the Company fails to adequately protect its intellectual property
        rights, competitors may manufacture and market similar products, which
        could adversely affect its market share and results of operations;
    --  The Company's financial results could be negatively impacted by the
        United Kingdom's departure from the European Union; and
    --  The Company faces risks related to the separation of its Household
        Products business, which may adversely affect its business.

In addition, other risks and uncertainties not presently known to the Company or that it presently considers immaterial could significantly affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but not exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in the Company's publicly filed documents, including in Item 1A. Risk Factors of Part I of the Company's Annual Report on Form 10-K for the year ended September 30, 2016.



                                                              EDGEWELL PERSONAL CARE COMPANY

                                                      CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                                                     (unaudited, in millions, except per share data)


                             Quarter Ended June 30,                         Nine Months Ended June 30,

                              2017                  2016                    2017                   2016
                              ----                  ----                    ----                   ----


    Net sales                         $637.5                                       $645.1               $1,733.5  $1,751.4

    Cost of products
     sold                    315.4                           333.9                               873.8      901.6
                             -----                           -----                               -----      -----

    Gross profit             322.1                           311.2                               859.7      849.8


    Selling, general and
     administrative
     expense                  97.5                           104.8                               295.2      304.9

    Advertising and
     sales promotion
     expense                 114.2                           122.5                               247.3      254.1

    Research and
     development expense      16.4                            17.5                                50.2       50.2

    Restructuring
     charges                  12.5                             5.8                                24.9       29.3

    Industrial sale
     charges                     -                              -                                  -       0.2

    Interest expense
     associated with
     debt                     17.6                            18.3                                52.3       53.8

    Other (income)
     expense, net            (1.6)                            8.2                              (10.1)       1.2
                              ----                             ---                               -----        ---

    Earnings before
     income taxes             65.5                            34.1                               199.9      156.1

    Income tax provision
     (benefit)                10.6                           (2.6)                               45.8       29.6
                              ----                            ----                                ----       ----

    Net earnings                       $54.9                                        $36.7                 $154.1    $126.5
                                       =====                                        =====                 ======    ======


    Earnings per share:

        Basic net earnings
         per share                     $0.96                                        $0.62                  $2.68     $2.13

        Diluted net earnings
         per diluted share    0.95                            0.61                                2.67       2.11


    Weighted-average shares
     outstanding:

         Basic                57.2                            59.1                                57.4       59.4

         Diluted              57.5                            59.7                                57.7       59.9

See Accompanying Notes.



                                             EDGEWELL PERSONAL CARE COMPANY

                                         CONDENSED CONSOLIDATED BALANCE SHEETS

                                                (unaudited, in millions)


    Assets                                           June 30,                September 30,
                                                          2017                         2016
                                                          ----                         ----

    Current assets

    Cash and cash equivalents                                       $454.9                             $738.9

    Trade receivables, net                               312.9                                 260.7

    Inventories                                          343.1                                 309.2

    Other current assets                                 125.1                                 143.2
                                                         -----                                 -----

    Total current assets                               1,236.0                               1,452.0

    Property, plant and equipment,
     net                                                 458.4                                 486.1

    Goodwill                                           1,439.4                               1,420.3

    Other intangible assets, net                       1,393.1                               1,385.1

    Other assets                                          28.9                                  28.0
                                                          ----                                  ----

    Total assets                                                  $4,555.8                           $4,771.5
                                                                  ========                           ========


    Liabilities and Shareholders' Equity

    Current liabilities

    Current maturities of long-
     term debt                                               $           -                            $281.8

    Notes payable                                         17.7                                  18.5

    Accounts payable                                     236.9                                 196.5

    Other current liabilities                            289.7                                 371.4
                                                         -----                                 -----

    Total current liabilities                            544.3                                 868.2

    Long-term debt                                     1,580.1                               1,544.2

    Deferred income tax
     liabilities                                         254.8                                 255.3

    Other liabilities                                    262.7                                 274.8
                                                         -----                                 -----

    Total liabilities                                  2,641.9                               2,942.5
                                                       -------                               -------

    Shareholders' equity

    Common shares                                          0.7                                   0.7

    Additional paid-in capital                         1,625.2                               1,642.5

    Retained earnings                                  1,101.2                                 946.0

    Treasury shares                                    (636.9)                              (563.0)

    Accumulated other
     comprehensive loss                                (176.3)                              (197.2)
                                                        ------                                ------

    Total shareholders' equity                         1,913.9                               1,829.0
                                                       -------                               -------

    Total liabilities and
     shareholders' equity                                         $4,555.8                           $4,771.5
                                                                  ========                           ========

See Accompanying Notes.



                                      EDGEWELL PERSONAL CARE COMPANY

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         (unaudited, in millions)


                                                    Nine Months Ended
                                                        June 30,

                                                  2017                   2016
                                                  ----                   ----

    Cash Flow from Operating
     Activities

    Net earnings                                          $154.1                       $126.5

    Non-cash
     restructuring
     costs                                         6.4                             2.2

    Depreciation and
     amortization                                 70.3                            69.2

    Deferred
     compensation
     payments                                   (27.6)                          (7.3)

    Share-based
     compensation
     expense                                      16.6                            20.0

    International
     pension funding                                 -                        (100.5)

    Other, net                                  (12.2)                         (18.9)

    Changes in
     current assets
     and liabilities
     used in
     operations                                 (88.2)                         (87.1)
                                                 -----                           -----

    Net cash from
     operating
     activities                                  119.4                             4.1
                                                 -----                             ---


    Cash Flow from Investing
     Activities

    Capital
     expenditures                               (45.4)                         (50.9)

    Acquisitions,
     net of cash
     acquired                                   (34.0)                              -

    Proceeds from
     sale of assets                                5.9                               -
                                                   ---                             ---

    Net cash used by
     investing
     activities                                 (73.5)                         (50.9)
                                                 -----                           -----


    Cash Flow from Financing
     Activities

    Cash proceeds
     from debt with
     original
     maturities
     greater than 90
     days                                        181.0                           656.3

    Cash payments on
     debt with
     original
     maturities
     greater than 90
     days                                      (423.0)                        (501.0)

    Net increase
     (decrease) in
     debt with
     original
     maturities of
     90 days or less                               0.1                          (15.5)

    Common shares
     purchased                                  (94.6)                        (114.5)

    Other, net                                     1.9                           (0.6)
                                                   ---                            ----

    Net cash (used
     by) from
     financing
     activities                                (334.6)                           24.7
                                                ------                            ----


    Effect of
     exchange rate
     changes on cash                               4.7                             1.5


    Net decrease in
     cash and cash
     equivalents                               (284.0)                         (20.6)

    Cash and cash
     equivalents,
     beginning of
     period                                      738.9                           712.1
                                                 -----                           -----

    Cash and cash
     equivalents,
     end of period                                        $454.9                       $691.5
                                                          ======                       ======

See Accompanying Notes.

EDGEWELL PERSONAL CARE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, in millions, except per share data)

Note 1 - Segments

The Company conducts its business in the following four segments: Wet Shave, Sun and Skin Care, Feminine Care and All Other. Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with restructuring initiatives, the sale of the industrial business and the amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of such charges from segment results reflects management's view on how it evaluates segment performance.

On October 31, 2016, the Company completed the acquisition of Bulldog Skincare Holdings Limited ("Bulldog"), a men's grooming and skincare products company based in the United Kingdom, for £27.8, or approximately $34.0, net of cash acquired. The acquisition created opportunities to expand Edgewell's personal care portfolio into a growing global category where it can leverage its international geographic footprint. The acquisition was financed through available foreign cash. The results of Bulldog for the post-acquisition period are included within the Company's results for the third quarter and first nine months of fiscal 2017, and all assets are included in the Company's Sun and Skin Care segment.

Segment net sales and profitability are presented below:



                        Quarter Ended June 30,              Nine Months Ended June 30,

                         2017                  2016         2017                   2016
                         ----                  ----         ----                   ----

    Net Sales

    Wet Shave                    $358.5                            $364.6               $1,007.3  $1,034.3

    Sun and Skin Care   161.1                         151.3                      369.3      337.3

    Feminine Care        86.4                          97.1                      258.7      281.2

    All Other            31.5                          32.1                       98.2       98.6
                         ----                          ----                       ----       ----

    Total net sales              $637.5                            $645.1               $1,733.5  $1,751.4


    Segment Profit

    Wet Shave                     $59.8                             $45.5                 $205.0    $190.0

    Sun and Skin Care    42.4                          34.3                       94.1       75.2

    Feminine Care         7.6                           7.4                       17.5       35.5

    All Other             6.7                           6.1                       21.3       21.3
                          ---                           ---                       ----       ----

    Total segment
     profit             116.5                          93.3                      337.9      322.0

    General corporate
     and other
     expenses          (18.2)                       (20.5)                    (58.1)    (58.5)

    Spin costs (1)          -                        (2.8)                         -    (12.0)

    Restructuring and
     related costs (2) (12.8)                        (5.8)                    (25.6)    (29.4)

    Industrial sale
     charges                -                            -                         -     (0.2)

    Amortization of
     intangibles        (4.0)                        (3.6)                    (12.1)    (10.8)

    Interest and other
     expense, net      (16.0)                       (26.5)                    (42.2)    (55.0)
                        -----                         -----                      -----      -----

    Total earnings
     before income
     taxes                        $65.5                             $34.1                 $199.9    $156.1
                                  =====                             =====                 ======    ======



    (1)              Includes Selling, general and
                     administrative expense ("SG&A") of
                     $2.8 and $11.8 for the third
                     quarter and first nine months of
                     fiscal 2016, respectively, and
                     Cost of products sold of $0.2 for
                     the first nine months of fiscal
                     2016 related to the separation of
                     the Household Products business in
                     July 2015.

    (2)              Includes Cost of products sold of
                     $0.3 and $0.7 for the third
                     quarter and first nine months of
                     fiscal 2017, respectively, and
                     $0.1 for the first nine months of
                     fiscal 2016 associated with
                     obsolescence charges related to
                     the exit of certain non-core
                     product lines as a part of the
                     restructuring.

Note 2 - GAAP to Non-GAAP Reconciliations

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the weighted-average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options and restricted stock equivalent awards.

The following table provides a reconciliation of Net earnings and Net earnings per diluted share ("EPS") to Adjusted net earnings and Adjusted EPS, which are Non-GAAP measures.



                                            Quarter Ended June 30,

                               Net Earnings                            Diluted EPS

                           2017                2016                  2017               2016
                           ----                ----                  ----               ----

    Net Earnings and
     Diluted EPS -GAAP
     (Unaudited)                   $54.9                                    $36.7                    $0.95  $0.61

    Spin costs (1)            -                          2.8                             -           0.05

    Restructuring and
     related charges (2)   12.8                           5.8                          0.23            0.10

    Income taxes (3)      (4.0)                        (6.1)                       (0.07)         (0.10)
                           ----                          ----                         -----           -----

    Adjusted Net Earnings
     and Adjusted Diluted
     EPS - Non-GAAP                $63.7                                    $39.2                    $1.11  $0.66
                                   =====                                    =====                    =====  =====


    Weighted-average
     shares - Diluted                                              57.5                      59.7



    (1)              Includes SG&A of $2.8 for the third
                     quarter of fiscal 2016 related to
                     the separation of the Household
                     Products business in July 2015.

    (2)              Includes Cost of products sold of
                     $0.3 for the third quarter of
                     fiscal 2017 associated with
                     obsolescence charges related to
                     the exit of certain non-core
                     product lines as part of the
                     restructuring.

    (3)              Includes adjustments to prior
                     years' tax accrual of $3.3 for the
                     third quarter of fiscal 2016.


                                              Nine Months Ended June 30,

                                 Net Earnings                                 Diluted EPS

                             2017                  2016                    2017                2016
                             ----                  ----                    ----                ----

    Net Earnings and
     Diluted EPS -GAAP
     (Unaudited)                     $154.1                                       $126.5                    $2.67  $2.11

    Spin costs (1)              -                           12.0                                -           0.20

    Restructuring and
     related charges (2)     25.6                            29.4                             0.45            0.50

    Industrial sale charges     -                            0.2                                -              -

    Income taxes (3)        (8.0)                         (17.4)                          (0.14)         (0.29)
                             ----                           -----                            -----           -----

    Adjusted Net Earnings
     and Adjusted Diluted
     EPS - Non-GAAP                  $171.7                                       $150.7                    $2.98  $2.52
                                     ======                                       ======                    =====  =====


    Weighted-average
     shares - Diluted                                                    57.7                       59.9



    (1)              Includes SG&A of $11.8 and Cost of
                     products sold of $0.2 for the
                     first nine months of fiscal 2016
                     related to the separation of the
                     Household Products business in
                     July 2015.

    (2)              Includes Cost of products sold of
                     $0.7 and $0.1 for the first nine
                     months of fiscal 2017 and 2016,
                     respectively, associated with
                     obsolescence charges related to
                     the exit of certain non-core
                     product lines as part of the
                     restructuring.

    (3)              Includes adjustments to prior
                     years' tax accrual of $3.3 for the
                     first nine months of fiscal 2016.

The following tables provide a GAAP to Non-GAAP reconciliation of certain line items from the Condensed Consolidated Statement of Earnings:



    Quarter Ended June 30, 2017

                                Gross Profit        SG&A       EBIT (1)       Net Earnings  Diluted EPS
                                ------------        ----        -------       ------------  -----------

    GAAP - Reported                          $322.1                     $97.5                           $65.5       $54.9 $0.95

    % of net sales                     50.5%             15.3%

    Restructuring and
     related charges
     (2)                                0.3                  -                        12.8               8.8  0.16
                                         ---                                           ----               ---  ----

    Total Adjusted
     Non-GAAP                                $322.4                     $97.5                           $78.3       $63.7 $1.11
                                             ======                     =====                           =====       ===== =====

    % of net sales                     50.6%             15.3%


    Nine Months Ended June 30, 2017

                                    Gross Profit        SG&A       EBIT (1)        Net Earnings  Diluted EPS
                                    ------------        ----        -------        ------------  -----------

    GAAP - Reported                              $859.7                     $295.2                           $199.9       $154.1 $2.67

    % of net sales                         49.6%             17.0%

    Restructuring and
     related charges
     (2)                                    0.7                  -                         25.6               17.6  0.31
                                             ---                                            ----               ----  ----

    Total Adjusted
     Non-GAAP                                    $860.4                     $295.2                           $225.5       $171.7 $2.98
                                                 ======                     ======                           ======       ====== =====

    % of net sales                         49.6%             17.0%


    Quarter Ended June 30, 2016

                                Gross Profit        SG&A       EBIT (1)        Net Earnings  Diluted EPS
                                ------------        ----        -------        ------------  -----------

    GAAP - Reported                          $311.2                     $104.8                             $34.1           $36.7 $0.61

    % of net sales                     48.2%             16.2%

    Spin costs                             -               2.8                           2.8                 1.9      0.03

    Restructuring and
     related charges                       -                 -                          5.8                 3.9      0.08

    Adjustment to
     prior years' tax
     accruals                              -                 -                            -              (3.3)   (0.06)
                                         ---                                            ---               ----     -----

    Total Adjusted
     Non-GAAP                                $311.2                     $102.0                             $42.7           $39.2 $0.66
                                             ======                     ======                             =====           ===== =====

    % of net sales                     48.2%             15.8%


    Nine Months Ended June 30, 2016

                                    Gross Profit        SG&A        EBIT (1)        Net Earnings   Diluted EPS
                                    ------------        ----         -------        ------------   -----------

    GAAP - Reported                              $849.8                      $304.9                             $156.1             $126.5 $2.11

    % of net sales                         48.5%             17.4%

    Spin costs                               0.2               11.8                           12.0                  7.6       0.13

    Restructuring and
     related charges
     (2)                                    0.1                  -                          29.4                 19.8       0.34

    Industrial sale
     charges                                   -                 -                           0.2                  0.1          -

    Adjustment to
     prior years' tax
     accrual                                   -                 -                             -               (3.3)    (0.06)
                                             ---               ---                           ---                ----      -----

    Total Adjusted
     Non-GAAP                                    $850.1                      $293.1                             $197.7             $150.7 $2.52
                                                 ======                      ======                             ======             ====== =====

    % of net sales                         48.5%             16.7%



    (1)              EBIT is defined as Earnings before
                     income taxes.

    (2)              Includes Cost of products sold of
                     $0.3 and $0.7 for the third
                     quarter and first nine months of
                     fiscal 2017, respectively, and
                     $0.1 for the first nine months of
                     fiscal 2016 associated with
                     obsolescence charges related to
                     the exit of certain non-core
                     product lines as part of the
                     restructuring.

The following table provides a reconciliation of Earnings before income taxes to adjusted operating income, which is a Non-GAAP measure, for the third quarter and first nine months of fiscal 2017 and 2016:



                        Quarter Ended June 30,             Nine Months Ended June 30,

                        2017                   2016            2017                     2016
                        ----                   ----            ----                     ----

    Earnings before
     income taxes               $65.5                                 $34.1                   $199.9  $156.1

    Spin costs (1)         -                          2.8                                -     12.0

    Restructuring and
     related charges
     (2)               12.8                           5.8                             25.6      29.4

    Industrial sale
     charges               -                            -                               -      0.2

    Interest expense
     associated with
     debt               17.6                          18.3                             52.3      53.8

    Other (income)
     expense, net      (1.6)                          8.2                           (10.1)      1.2
                        ----                           ---                            -----       ---

    Adjusted operating
     income                     $94.3                                 $69.2                   $267.7  $252.7
                                =====                                 =====                   ======  ======

    % of net sales     14.8%                        10.7%                           15.4%    14.4%



    (1)              Includes SG&A of $2.8 and $11.8 for
                     the third quarter and first nine
                     months of fiscal 2016,
                     respectively, and Costs of
                     products sold of $0.2 for the
                     first nine months of fiscal 2016
                     related to the separation of the
                     Household Products business in
                     July 2015.

    (2)              Includes Cost of products sold of
                     $0.3 and $0.7 for the third
                     quarter and first nine months of
                     fiscal 2017, respectively, and
                     $0.1 for the first nine months of
                     fiscal 2016 associated with
                     obsolescence charges related to
                     the exit of certain non-core
                     product lines as part of the
                     restructuring.

The following table provides a reconciliation of the effective tax rate to the adjusted effective tax rate, which is a Non-GAAP measure:



                         Nine Months Ended June 30, 2017                              Nine Months Ended June 30, 2016

               Reported            Adjustments (1)            Adjusted         Reported                Adjustments (1)      Adjusted
                                                             (Non-GAAP)                                                    (Non-GAAP)
                                                              ---------                                                    ---------

    Earnings
     before
     income
     taxes                $199.9                                         $25.6                                     $225.5                  $156.1      $41.6 $197.7

    Income tax
     provision      45.8                                 8.0                          53.8                            29.6            17.4        47.0

    Net
     earnings             $154.1                                         $17.6                                     $171.7                  $126.5      $24.2 $150.7
                          ======                                         =====                                     ======                  ======      ===== ======


    Effective
     tax rate      22.9%                                                                    19.0%

    Adjusted
     effective
     tax rate                                                      23.9%                                                       23.8%



    (1)              Includes adjustments for spin
                     costs, restructuring charges,
                     the sale of the industrial
                     business and the associated tax
                     impact of these charges.  See
                     reconciliation of Net earnings
                     to Adjusted net earnings.

Note 3 - Net Sales and Profit by Segment

Operations for the Company are reported via four segments - Wet Shave, Sun and Skin Care, Feminine Care and All Other. The following tables present changes in net sales and segment profit for the third quarter and first nine months of fiscal 2017, as compared to the corresponding periods in fiscal 2016, and provide a reconciliation of organic net sales and organic segment profit to reported amounts.



    Net Sales (In millions - Unaudited)

    Quarter Ended June 30, 2017


                                               Wet                    Sun and Skin                      Feminine                  All                   Total

                                              Shave                       Care                            Care                   Other

    Net Sales -
     Q3 '16                                    $364.6                                    $151.3                                        $97.1                                 $32.1                               $645.1

    Organic                             (0.2)         (0.1)%                         7.4                     4.9%            (10.5)          (10.8)%               (0.4)              (1.3)%               (3.7)                (0.6)%

    Impact of
     acquisition                            -                   -   %                    4.0                      2.6%                  -                     - %                  -                  - %                  4.0         0.6%

    Impact of
     currency                           (5.9)         (1.6)%                       (1.6)                  (1.0)%             (0.2)           (0.2)%               (0.2)              (0.6)%               (7.9)                (1.2)%
                                         ----           -----

    Net Sales -
     Q3 '17                                    $358.5         (1.7)%                            $161.1                 6.5%                     $86.4              (11.0)%                   $31.5               (1.9)%                    $637.5     (1.2)%
                                               ======          =====                             ======                  ===                      =====               ======                    =====                =====                     ======      =====


    Net Sales (In millions - Unaudited)

    Nine Months Ended June 30, 2017


                                                Wet                     Sun and Skin                       Feminine                  All                   Total

                                               Shave                        Care                             Care                   Other

    Net Sales -
     FY '16                                    $1,034.3                                     $337.3                                        $281.2                              $98.6                              $1,751.4

    Organic                             (15.6)          (1.5)%                        24.6                      7.3%            (22.5)           (8.0)%             (0.2)            (0.2)%               (13.7)                  (0.8)%

    Impact of
     acquisition                             -                    -   %                    10.1                      3.0%                   -                  - %            -                      - %                    10.1         0.6%

    Impact of
     currency                           (11.4)          (1.1)%                       (2.7)                   (0.8)%                 -                -   %         (0.2)            (0.2)%               (14.3)                  (0.8)%
                                         -----            -----

    Net Sales -
     FY '17                                    $1,007.3         (2.6)%                             $369.3                 9.5%                    $258.7             (8.0)%                 $98.2                  (0.4)%                  $1,733.5     (1.0)%
                                               ========          =====                              ======                  ===                     ======              =====                  =====                   =====                   ========      =====


    Segment Profit (In millions - Unaudited)

    Quarter Ended June 30, 2017


                                                 Wet                  Sun and Skin                      Feminine                    All                  Total

                                                Shave                     Care                            Care                     Other

    Segment
     Profit -Q3
     '16                                         $45.5                                     $34.3                                         $7.4                                $6.1                                  $93.3

    Organic                                16.7          36.7%                        7.6                    22.2%                 0.3             4.1%               0.8              13.1%                  25.4                    27.2%

    Impact of
     acquisition                              -                 -   %                     0.9                      2.6%                  -                  -  %            -                        - %                    0.9             1.0%

    Impact of
     currency                             (2.4)        (5.3)%                      (0.4)                  (1.2)%               (0.1)          (1.4)%             (0.2)            (3.3)%                 (3.1)                  (3.3)%
                                           ----          -----

    Segment
     Profit -Q3
     '17                                         $59.8         31.4%                             $42.4                  23.6%                     $7.6               2.7%                    $6.7                   9.8%                        $116.5     24.9%
                                                 =====          ====                              =====                   ====                      ====                ===                     ====                    ===                         ======      ====


    Segment Profit (In millions - Unaudited)

    Nine Months Ended June 30, 2017


                                                 Wet                  Sun and Skin                      Feminine                   All                  Total

                                                Shave                     Care                            Care                    Other

    Segment
     Profit -FY
     '16                                         $190.0                                    $75.2                                        $35.5                                      $21.3                                   $322.0

    Organic                                15.9            8.4%                      19.2                    25.5%             (18.0)         (50.7)%                  0.1                 0.5%                  17.2                      5.3%

    Impact of
     acquisition                              -                 -   %                     0.8                      1.1%                  -                      - %                      -                   - %                     0.8               0.3%

    Impact of
     currency                             (0.9)         (0.5)%                     (1.1)                  (1.5)%                  -                       -   %               (0.1)           (0.5)%                  (2.1)                     (0.7)%
                                           ----           -----

    Segment
     Profit -FY
     '17                                         $205.0         7.9%                             $94.1                  25.1%                   $17.5               (50.7)%                         $21.3                       -   %                      $337.9    4.9%
                                                 ======          ===                              =====                   ====                    =====                ======                          =====                     ===   ===                    ======     ===

Note 4 - EBITDA

The Company reports financial results on a GAAP and adjusted basis. The table below is used to reconcile Net earnings to EBITDA and Adjusted EBITDA, which are Non-GAAP measures, to improve comparability of results between periods.



                       Quarter Ended June 30,            Nine Months Ended June 30,

                         2017                 2016            2017                  2016
                         ----                 ----            ----                  ----

    Net earnings                  $54.9                              $36.7               $154.1  $126.5

    Income tax
     provision           10.6                      (2.6)                          45.8     29.6

    Interest expense,
     net (1)             17.6                       21.3                           52.3     53.8

    Depreciation and
     amortization        22.5                       25.6                           71.6     71.4

    EBITDA              105.6                       81.0                          323.8    281.3


    Spin costs              -                       2.8                              -    12.0

    Restructuring and
     related costs (2)   13.7                        4.8                           24.3     27.2

    Industrial sale
     charges                -                         -                             -     0.2
                          ---                       ---                           ---     ---

    Adjusted EBITDA              $119.3                              $88.6               $348.1  $320.7
                                 ======                              =====               ======  ======



    (1)              Interest expense, net for the
                     third quarter and first nine
                     months of fiscal 2016 includes
                     $3.2 and $0.6, respectively, of
                     interest expense recorded in
                     relation to settlements with
                     tax authorities.

    (2)              Excludes $(0.9) and $1.0 of
                     accelerated depreciation for
                     the third quarters of fiscal
                     2017 and 2016, respectively,
                     and $1.3 and $2.2 for the first
                     nine months of fiscal 2017 and
                     2016, respectively, which are
                     included within Depreciation
                     and amortization.

Note 5 - Outlook

The following tables provide reconciliations of Adjusted EPS, which is a Non-GAAP measure, included within the Company's outlook for projected fiscal 2017 results:



    Adjusted EPS Outlook

    Fiscal 2017 GAAP EPS                     $3.55 - $3.70


    Restructuring and related costs  approx.         $0.50

    Income taxes                     approx.       $(0.15)


    Fiscal 2017 Adjusted EPS Outlook
     (Non-GAAP)                              $3.90 - $4.05

Note 6 - Adjusted Working Capital

Adjusted working capital metrics for the third and second quarters of fiscal 2017 and the fourth quarter of fiscal 2016 are presented below.



                       Q3 2017          Days (1)     Q2 2017        Days (1)            Q4 2016    Days (1)
                       -------          -------      -------         -------            -------     -------

    Receivables, as
     reported                    $278.2                                          $277.2                             $275.2

    Less: Trade
     allowance in
     accrued
     liabilities (2)     (27.3)                              (27.6)                                   (28.1)

    Receivables,
     adjusted             250.9                   39                      249.6                  39          247.1          38


    Inventories, as
     reported             339.4                  105                      337.0                 103          345.3         105


    Accounts payable,
     as reported          211.6                   66                      203.2                  62          211.4          64


    Average adjusted
     working capital
     (3)                        $378.7                                          $383.4                             $381.0
                                 ======                                          ======                             ======

    % of net sales (4)    16.2%                               16.3%                                    16.1%



    (1)              Days sales outstanding is
                     calculated using net sales for
                     the trailing four-quarter
                     period.  Days in inventory and
                     days payable outstanding are
                     calculated using cost of
                     products sold for the trailing
                     four-quarter period.

    (2)              Trade allowances are recorded as
                     a reduction of net sales per
                     GAAP and reported in accrued
                     expenses on the Condensed
                     Consolidated Balance Sheets.

    (3)              Adjusted working capital is
                     defined as receivables (less
                     trade allowance in accrued
                     liabilities), plus inventories,
                     less accounts payable.  Average
                     adjusted working capital is
                     calculated using an average of
                     the four-quarter end balances
                     for each working capital
                     component as of June 30, 2017,
                     March 31, 2017 and September
                     30, 2016, respectively.

    (4)              Average adjusted working capital
                     divided by trailing four-
                     quarter net sales.

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SOURCE Edgewell Personal Care Company