Dean Siegal – IR Matt Mannelly – President & CEO Ron Lombardi – CFO.

Joe Altobello – Oppenheimer & Co. Carla Casella – JPMorgan Frank Cammz – Sidoti & Company Linda Bolton Weiser – B. Riley Jon Andersen – William Blair Karru Martinsoz – Deutsche Bank.

Operator:.

Good morning and welcome. As a reminder, there is a slide presentation which accompanies this call. It can be accessed by visiting PrestigeBrands.com, clicking on the investor link then on the presentations link.

I am required to remind you that during this call management may make forward-looking statements regarding their beliefs and expectations as to the Company's future business prospects and results.

All forward-looking statements involve risks and uncertainties which in many cases are beyond the control of the Company and may cause actual results to differ materially from management's expectations. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this conference call.

A complete Safe Harbor disclosure appears on page 2 of the presentation accompanying this call. Additional information concerning the factors that might cause actual results to differ materially from management's expectations is contained in the Company's annual and quarterly reports which it files with the US Securities and Exchange Commission.

Now I would like to introduce Matt Mannelly, CEO, and Ron Lombardi CFO..

Thank you, Dean, and good morning, everyone. Thank you for joining us for our fiscal year-end call, we appreciate you taking the time. As Dean insinuated, we will be working off, as we always do, a presentation that we've put out on the Web.

So I would ask you to go to page 3 and I will try and remember to tell you which pages we are moving on to as we do it. So to start, I think before we get into the quarterly numbers I really just want to step back and talk a little bit about kind of our long-term strategy and how FY14 continued to deliver against our stated long-term strategy.

And as we've said in the past, our three-pronged approach in terms of driving core OTC growth, delivering significant and consistent free cash flow and aggressive and disciplined M&A are all key components for us and they're all key components that work together and work together over time.

And this is something we had articulated a few years ago and, for those of you that follow us and have for a few years, I think – I hope you would agree that we have delivered on the strategy consistently over the last few years. So with that if you turn to page 4.

Again with regards to today's agenda, given that this is the year-end call we are really going to look at it through a slightly different lens and we're going to step back and talk about where we are today and where we are going in a little bit.

So we are going to start with a little bit of a perspective on the OTC environment, then we will talk what we're doing from a brand building standpoint. Ron will take you through the performance highlights and some of the financials. And then I will wrap it up at the end with a little bit of an outlook for FY '15 and then we will open it up to Q&A.

So with that perspective on the OTC environment, I would say if you turn to page 6, I think a key takeaway from today's call is this is a very, very interesting time in OTC. And I think again if you step back, OTC is becoming increasingly attractive to a number of key players.

And the reason it's becoming increasingly attractive, if you step back and you think about the megatrends in terms of health and wellness and you think about self-medication and how important that is going to be moving forward, it has very good long-term trends for the OTC business.

Also if you look at the retail landscape and you think about OTC products and their availability in the retail landscape today versus five years ago, it has increased. And I think we're going to see that happen again over the next five years as well. All of this has resulted in significant product innovation in the industry in terms of new products.

And the good news for us is that is very consistent with our strategy and the role that new products place for us and what we're trying to do from a product development standpoint in the Company.

And then finally I would say I think obviously one of the reasons it has become very attractive for a number of players is it has exceptional financial returns.

And so when you look at the financial profile of OTC companies, when you look at the cash flow and you look at a number of the different financial metrics I think that is one of the reasons why it is very attractive.

So you take the megatrends combined with the financial profile and I think that is one of the reasons it has become a very attractive industry. Moving on to page 7. I think we need to go no further than just the last few months of what is happening and it starts with, first of all, Reckitt purchasing KY, a leading brand in that category.

I'm sure everyone on this call is very well-versed in terms of the GSK and Novartis joint venture that was announced very recently. And I think everyone I'm sure is very aware of the recent acquisition and the announcement of Bayer purchasing Merck for a very significant multiple.

And in there also is Prestige Brands right in the thick of it with our international acquisition of Hydralyte as well as or acquisition of Insight Pharmaceuticals. If you turn to page 8, I think I would say this sets Prestige up and positions us very well for future success.

So in North America today we are now the number sixth OTC company and the number one independent OTC company in North America. And more importantly, we are very well positioned for the future.

If you turn to page 9, we have said this a number of times, and I think the recent announcements in terms of some of the other companies that have acquired brands, have proven this for us. And that is we continue to be very aggressive and very disciplined in our acquisitions.

And you can see on the page, including the most recent two, our sources vary significantly, we have very different types of transactions, we are involved in different deal dynamics and we have different challenges. But at the end – and so our processes are different in each one.

But at the end of the day I think the most important thing for us is there are multiple sources for us for M&A and there are multiple opportunities. And as a result, if you look at the bottom line is we have proven that we take advantage of those opportunities and we create value with them.

Turning to page 10, finally in terms of the OTC perspective moving forward. As I said, it continues to attract interest from the large pharma companies and the large CPG companies. The reason, as I said, it does is steady, slow predictable growth, very high gross margins, EBITDA margins and very significant free cash flow.

And again, I think all those are reasons why this is a very attractive industry. You take that and you combine it with the scarcity of valuable brands and quality portfolios out there and it has resulted in a significant amount of consolidation over the last few years.

And that is a very good thing for Prestige and puts us in a very good position moving forward. And we believe consolidation and M&A opportunities will continue and I think as importantly we are ready and able to capitalize on those opportunities moving forward. And we will continue to do it, as I said, with aggressive and disciplined approach.

We have a very well established M&A criteria that we go through. We have demonstrated that we can do these acquisitions and create significant value.

And I think another thing that is a very important takeaway from today, even with the most recent two acquisitions, we continue to have very strong growth ambitions with M&A and it is stronger today than ever and we will continue to pursue it.

So with that I will turn to page 12, I want to talk a little bit about a few brands and what is happening with those brands and our continued emphasis on brand building.

And I want to give you a few examples of how we have built some of these iconic brands in a very challenging retail environment which we talked about in the third quarter in terms of some of the key retailer dynamics what is going on with competitive returns., And, as a lot of you are very well aware, a very, very poor cough/cold season.

If you turn to page 13, the first brand I will talk about is Clear Eyes. I think for us this is a leading brand for us, it is a very exciting and has been a real growth brand for us. In terms of brand building we have a great spokesperson in Vanessa Williams. We have new advertising that is going to breaking with Vanessa very shortly.

And we are going to focus on the allergy season which we are in right now, which I can tell you is roaring in the Northeast, as evidenced by people around here.

In addition to that TV advertising we're going to continue to build our digital presence and we're going to continue to learn with some of the digital efforts that we are making today to help us to continue to build that moving forward.

And then finally for us with this brand, as well as many others, it is important to drive that equity home at retail in terms of on the shelf as well as off aisle displays.

So for Clear Eyes, if you turn to page 14, what that means is our position in the redness treatment area, which is a very significant part of the category, we are number one with about a 40% share.

We have had very strong consumption growth over the course of the year as well as the latest quarter and it has resulted in market share gains again for the quarter as well as the year. Turning to page 15, we've talked about this in the past, Dramamine is a terrific brand for us and it is a terrific example of what we do.

We buy brands that really haven't had a lot of marketing support behind them and we dramatically change that marketing support not just in terms of advertising but also in terms of product. And Dramamine is a good example of how we bring innovation to the marketplace.

First of all innovation with product, the Dramamine for kids product that we introduced a while ago that has been very successful. And second of all innovation in terms of marketing and we've done a significant amount of digital marketing that is really zeroed in on consumers in terms of when they need motion sickness products.

And then again, similar to Clear Eyes, when we are in the thick of the motion sickness season, which is really summer driven, it is very important for us to get secondary placement to drive that point home. So for Dramamine, on page 16 you can see our three-year CAGR is plus over 8%, which is quite strong.

We've done quite well in the drowsy segment and, as you can see, our kids segment has grown significantly in recent times. If you turn to page 17, we've talked about these brands in the past, BC and Goody's were two of the GSK North America brands that we acquired.

We were very excited about these brands when we acquired them and we have really invested quite a bit of marketing and quite a bit of different types of marketing in those brands over the last 24 months.

We have tried to leverage our positioning in terms of speed in a very unique way in terms of many of our sponsorships, whether it is NASCAR or Dale Earnhardt, Jr.

We have also been very active in terms of innovation on the new product front whether it is with BC Cherry, a new flavor which came out this year which has been quite successful, or a very innovative product in terms of Goody's Headache Relief Shot which was introduced this year and has really found quite a nice home in the convenience store channel especially which lends itself to a product like this.

If you turn to page 18 you can see we are not only having success and have had success in North America, but when we did the acquisition of Care Pharma, one of the reasons we did it was we felt the Company was very consistent with our culture in terms of brand building and new product innovation.

You can see Fess, which is by far their leading brand in the company in the nasal saline spray category, has been quite successful. It has been very successful for the same reasons that we have been in North America, it starts with product innovation.

And you can see here on the left side all the new products that Fess has introduced over the last couple of years.

In addition, similar to us, a small but nimble company, Care Pharma has done a very good job of expanding brand support for that Fess franchise and doing it in all sorts of different ways whether it is PR, health professionals, sampling or in-store advertising, but it has been quite successful with the brand.

And if you turn to page 19, you can see its position in the marketplace as over a 60% share in the saline market category and a three-year CAGR of about 9%. So those are just a few examples in terms of some of the brands, what we have done and what kind of success we have had.

If you turn to page 20, I think the last thing I will say from a marketplace standpoint before I turn it over to Ron, is we have talked the last couple of quarters about the transitional factors that are impacting the marketplace as we speak. I think our point of view and my point of view would be we expect those to moderate over time.

And if I go through each of them, as I have said, retail inventory adjustments – we continue to see soft retail, all right, and foot traffic at retail and that soft foot traffic at retail has resulted in the last few quarters in retailers reducing their inventories.

And for those of you that read an announcement this morning by one of the key retailers, they announced again another quarter of very soft foot traffic at retail. While that has had an impact in the short-term that is not a sustainable long-term strategy in terms of inventory reduction and we expect that impact to moderate over time.

From a competitor product return I think we've been very consistent here too saying that we expected the return of the competitive products in pediatrics to really have an impact over two seasons.

We are through the first season, a number the products of the key competitor have come back, about two-thirds of them, and the others will come back next season. And as I said, we expect over two seasons this will settle out and PediaCare and Little Remedies will settle into a long-term share.

And then finally, we talked about last quarter cough/cold season and, again, we expect this to moderate. If you recall, not this last season, but the season before we had the strongest cough/cold incidences in 10 years.

This year, as I said, for the first half of the season we had the weakest cough/cold incidents in 15 years and it was weak in the last quarter as well, not as weak as the quarter before. But again, we don't anticipate that we will fluctuate that greatly over the next couple years, so we expect the impact of this to moderate significantly as well.

So with that I will turn it over to Ron who will take you through some of the financial highlights..

Thanks, Matt, and good morning, everyone. We will start on slide 22 for the finance section. As a reminder, the financial information we're discussing today excludes acquisition-related and other items to arrive at adjusted results. A reconciliation between these adjusted results and reported results can be found in today's earnings release.

Our results for the quarter and year exceeded the updated guidance that we gave for both adjusted EPS and cash flow. Results largely reflected the continuation of the trends realized in Q3 but with the impact on sales at a reduced level. Highlights for the quarter include adjusted EPS of $0.35 and free cash flow of approximately $35 million.

I will give you more details on each of these in the next few slides. Turning to slide 23 we have our Q4 results. Net revenue decreased 6.6% to approximately $144 million during the quarter. This reduction was below the third-quarter reduction of approximately 9% as the impact of retailer inventory adjustments was somewhat moderated during the quarter.

Excluding our pediatric brands, which are impacted by returning competitive products, sales would have decreased 2.5% during the quarter.

Our Q4 gross margin was in line with expectations for the quarter and decreased 1.5 points compared to last year's level due to household and OTC mix shifts and changes in the timing of promotion and merchandising activity during the quarter as compared to last year. This resulted in a lower gross margin along with an offsetting reduction in A&P.

A&P spending dropped approximately $4.5 million to $18.7 million for the quarter compared to last year's level of $23 million, again largely due to these changes. G&A spending increased $1.2 million during the quarter largely due to the addition of Care.

Our adjusted net income was essentially flat to the prior year as the impact of lower sales were largely offset by lower interest expense and taxes. And finally, adjusted EPS was also close to last year's level at $0.35 compared to last year's level of $0.36. Turning to slide 24 we have our year-to-date results.

Adjusted net revenues have decreased by 3.5% from last year's level to approximately $602 million for the year.

The year-to-date results reflect the impact of the three reasons we have discussed – retailer dynamics, competitive brand returns and the lower cough/cold incidence level which have been largely concentrated in the second half of the year as our first half sales were up approximately 1% while the second half has been down approximately 8.5%.

Gross margins were in line with the prior year's level at 56.7%, and our A&P spending for the year increased approximately 5% over last year's level to just about 15% of sales due to increased investments behind our core OTC brand and the impact of the Care acquisition. The last item I will comment on this page is EPS.

Our adjusted EPS has increased 2% to $1.53 for the year as the reduced sales levels were more than offset by lower interest expense and a lower tax rate during the year. Slide 25 contains a reconciliation of reported net income and EPS to our adjusted results.

As a reminder, our earnings release contains a full set of disclosures about our non-GAAP financials. Reported results to Q4 and the year to date include a gain due to changes in our tax rates offset by costs associated with our recent bond issuance and the acquisition of Care Pharma this year.

Last year includes costs associated with accelerated amortization of debt costs and other items largely associated with the GSK brand integration. Turning to slide 26, we have a summary of free cash flow for the fourth quarter and full year.

Prestige's consistent and significant cash flow trends continued during the quarter despite the challenging retail environment. The business generated approximately $35 million of free cash flow during the quarter which brought our full-year total to $129 million, an increase of approximately $2 million over the prior year.

Our free cash flow excludes the impact of $20 million related to the bond refinancing that took place in December. The Company had approximately $28 million of cash on hand at the end of the quarter which was used in part to fund the Hydralyte acquisition which closed on April 30.

As of March 31, the Company's debt balance was approximately $909 million and our debt to covenant defined EBITDA ratio was approximately 4.25 times. Turning to slide 27, we have cash flow and cash yield information. Prestige's consistent and strong free cash flow resulted in exceptional cash flow conversion and yields for the year.

Our cash flow was driven by a repeatable model of industry-leading high EBITDA margins, low fixed asset additions and meaningful preferred tax assets that save approximately $25 million per year in cash taxes. Our recently announced acquisitions will further enhance this industry-leading profile.

Prestige's free cash flow conversion of more than 160% is well ahead of both other mid-cap companies as well as large international healthcare and consumer products companies.

This strong free cash flow conversion and consistent cash flow generation support a strong free cash flow yield relative to our market cap and was approximately 10% for fiscal 2014.

Finally, before I turn the discussion back over to Matt, I would like to review the financial progress that we have made executing our three-pronged strategy over the last four years which is highlighted on slide 28. During the last four years we have grown sales, adjusted EBITDA and adjusted EPS by a CAGR of over 20%.

This has resulted in doubling sales to more than $600 million and increasing EBITDA from approximately $90 million to $204 million. We've also grown our industry-leading cash flow to approximately $130 million and increased adjusted EPS from $0.67 to $1.53.

This progress has been steady and has us positioned to continue to grow as we integrate and begin to brand build with Hydralyte, Monistat and the other Insight brands once we have closed on the transaction. At this point I would like to turn the discussion back over to Matt..

Thank you, Ron. So what we will do is page 29 is kind of the outlook and the road ahead for 2015.

And I think the first comment I would make is this is – we are pleased in a very challenging retail environment that we exceeded the guidance that we gave last quarter of $1.48 to $1.52 for the year and came in at $1.53 and nearly $130 million in free cash flow. So we are pleased with that and it sets us up well for 2015.

I think if you turn to page 30, just briefly an update on the acquisitions. We did close on the Hydralyte acquisition on April 30. We are very excited about it in terms of having a leading brand in Australia that is number one in the oral rehydration category. And it doubles our scale in Australia.

And I think also if you step back and look at it, three years ago we had about $5 million in business in Australia and today we have got $50 million in business in Australia. So really significant strides and that is a terrific beachhead for us as we talk about as we look to build our Australasia business to $100 million.

In terms of Insight, we expect that business to close in the first half of this fiscal year by the end of September pending regulatory approval. And again, we are very excited about that business for a few reasons. It adds a very attractive new platform in terms of feminine care for us.

It also will bring us our largest brand, our first $100 million brand in the Company.

And we believe the keys with that brand and with that portfolio are similar to what we have done in the past with other acquisitions and that is we need to increase the brand support, we need to focus on new product development in order to capture the long-term value of that brand equity of Monistat.

And we have every intention of doing that like we have done with the acquisitions we've purchased in the past. I think another reason we are particularly excited about feminine care is that platform is very attractive from an M&A standpoint moving forward as well.

So if you turn to page 31 in terms of the outlook for FY15, I think the focus for our success will be continue to brand build and, second of all, integration of these two acquisitions. And by doing both those things we will continue to deliver on very strong financial growth.

In terms of a perspective of what is going on in the marketplace, my assessment would be from a consumer sentiment standpoint I think there continues to be caution from consumers and we operate under those guidelines.

However, the macro trends are improving somewhat in terms of unemployment and, as I started out by saying, the healthcare trends are beneficial for us for the long-term. And that is important to keep in mind.

I think the challenge for us as well as other manufacturers and other brand builders is we are challenged with delivering – brand loyalty remains, we need to deliver on that brand, our brands for the consumers and deliver value to consumers in different ways and that is not just price, it is new products, it is new packaging, it is new delivery vehicles.

There are all sorts of ways that we can deliver value to our consumers. I think we expect for the near-term to continue to have a challenging retail environment. And when you have that challenging retail environment retailers will continue to protect the bottom line.

So as I said, I think long-term inventory reduction will be behind us, in the short-term there may be some more swings one way or another. What it means for us is we need to continue to focus on consumer engagement, i.e. more digital marketing versus just mass consumer marketing.

We are dedicated and committed to continue to invest in new products and there are opportunities for us that we have taken advantage of this year and we see moving forward in terms of channel development, particularly in the convenience and the dollar and the club channels with some of our key brands.

I think another key to success, as I said, is – and it's something that we've done particularly well the last few years with all of our acquisitions, is successful integration of those acquisitions and focusing on execution.

And for us that starts with the Insight acquisition and for us really developing that Women's Health platform from both a product and a marketing standpoint. And part of that marketing effort is going to healthcare professionals in terms of marketing to them the Monistat and our other feminine care products.

From a Hydralyte standpoint we've got terrific momentum on that business right now. What we want to do is increase the brand and the sales support by having our own sales force to sell it into the key accounts and accelerate some of the product innovation that is going on there.

So with that we expect FY15 that we'll continue to deliver very strong and steady financial performance. We expect free cash flow to be approximately $115 million. For the year we expect revenue to grow 15% to 18%.

If you look at it by half we expect that to be flat to minus 3% in the first half based on strong comps for the first two quarters of last year as well as the retail environment and we expect it to be up 30% in the second half as a result of both organic growth as well as the acquisitions.

And that will yield we believe adjusted EPS growth excluding the one-time cost of the acquisitions of 15% to 20%. If you turn to page 32 – and again, if we just step back and assess the year as well as the near-term future, we really believe this is an exciting time in a very attractive market.

Our portfolio has been strengthened with these acquisitions. We have demonstrated a track record of delivering on brand building initiatives, new products and continuously delivering steady and consistent free cash flow. And we also have a track record of strong M&A execution.

So again, if you step back and look, we have gone from $290 million; if you pro forma these acquisitions we are now at $800 million. So with that I will turn to page 33 and close it and end the same way I started, and that is the focus for us is to build brands and drive core OTC growth over the long-term to exceed category growth rates.

The second key thing that is critical to our long-term success is to continue to deliver that consistent and significant free cash flow and, again, on a pro forma basis with these acquisitions that's increased 40% to $175 million.

And then finally, our M&A strategy, again, it's aggressive and disciplined and we have also proven it and that it is repeatable. Those three strategies working in concert together for FY15 we believe will deliver between $1.75 and $1.85 and on a pro forma basis that is between $1.90 and $2 a share, again, with $175 million in free cash flow.

So that wraps up our discussion as it relates to Q4 and, more importantly, FY14 and how we see the outlook for 2015. With that we would be happy to take a few questions. .

(Operator Instructions). The first question comes from Joe Altobello, Oppenheimer. Please proceed..

Thank you. Good morning, guys. First question, I wanted to go back to the impact of the return of the J&J brands this quarter. I think you mentioned, or at least tried to quantify the impact of that. It sounds like was about 400 basis points on the top-line in the quarter.

Could you give us that number for the full year, what the impact was for fiscal 2014 from the return of those brands?.

Joe, that number – I don't – off the top of my head I don't have it for the full year.

Ron, do you have anything you want to add to that?.

I don't..

We can follow up and we can get you that number for the full year. I don't have it for the full year off the top of my head..

Okay, okay. And then in terms of the overall impact you mentioned that you still expect that to happen over two seasons. Obviously we are now done with the first season. You mentioned that two-thirds of the brands are back.

Is it too simplistic to assume that two-thirds of the impact has been felt already or do think there is a little bit more than one-third still in front of you for next year?.

I think, Joe, what came back this year from the competition was infant and children's analgesic, all right. And what still is become this next season is some of the cough/cold products and multi-symptom. I would expect that over half – again, this race hasn't been run, so I can't tell you definitively.

But I would expect that over half of the impact has been felt this year and we would expect less than half of it to be felt next year..

Okay, that is helpful. And then just one last one on Monistat (multiple speakers)..

I think, Joe, sorry, if I can go back to your first question. If I recall at the start of the year I thought we said we felt that the competitive return would impact us by approximately 2 percentage points..

Right..

And I will go back and look, but my gut would tell me it is in the neighborhood of 2 percentage points is how it impacted us this year..

With the vast majority of it concentrated in the second half of the year..

Yes..

Right, exactly. Okay. And then just one last one on Monistat. This is now your biggest brand. It is a new category for you, a new platform for you, fem care. Do you guys feel like you have the internal expertise in that category or do you feel like you have to go outside to bring people in to grow that category? Thank you..

Joe, it is a good question. I think if you go back and look at some of our presentations, think about the new categories and platforms that we have added over the last few years. We have expanded in some categories and added a whole new category at other times.

We have done that – a combination in the past of internal people and going to the outside and we would expect to do the same with this acquisition..

Okay, thanks, Matt..

Thank you. The next question comes from Carla Casella, JPMorgan. Please proceed. .

Impressive free cash flow targets. I am just wondering if you could talk about your priorities for free cash flow and then how comfortable you are with leverage if the right acquisition opportunity arises.

Like what is the peak level you would be comfortable taking it to?.

So, Carla, first objective and priority for cash flow will be continue to pay down debt and build that M&A capacity over time. We ended the year with a leverage level at approximately 4.25 times. And what we have said is we project that to be approximately 5.8 times when we close on the Insight business.

And based on our financial profile, our historic and projected strong continued cash flow we are very comfortable at that level..

Okay, great. And then you mentioned the $300 million kind of run rate EBITDA.

How long does it take to get to that type level?.

The $300 million run rate for EBITDA? Once the acquisition with Insight is complete we would expect that we would be at that run rate in the first 12 months..

In the first, yes, end of the first four quarters..

Okay. Great. Thank you..

Thank you. The next question comes from Frank Camma of Sidoti. Please proceed..

Good morning, guys. .

Good morning, Frank.

Just wanted a little more color if you could, Ron had touched on it, but, Matt, maybe you could just fill us in here. The advertising and promotion spend, which you have obviously been increasing over the last couple years, was down in the quarter. And I understand that obviously that is partially a timing issue.

But can you just kind of go into that a little bit more and did it impact any of your sales? Do you feel like you have pulled back on support? I am just trying to get a better feel for that?.

I think, okay, Frank, I think there are a few things that contribute to that. Number one, I think we look at A&P and we shifted based on the environment. So we made some shifts based on the current economic environment from an advertising to a promotional standpoint. So that happened on a limited basis.

I think the second thing is part of that timing, especially with new products in terms of what we do for advertising for new products, so we I believe had more new product introductions in the fourth quarter of last year than we had this year. So that is one of the reasons why the A&P was a little bit less.

And I think if you look at on an annual basis and a long-term basis we have been pretty consistent in terms of our A&P spending. So while the absolute dollars were down, I think we still spent at over 13% which is not that far out of whack for other orders, I don't think..

And as a reminder, third-quarter A&P was up quite significantly over last year. And back to the timing impact, if you look at the second half of the year in total, Frank, you will see it is closer to the full-year total of approximately 15%..

And, Frank, I would expect that we would continue moving forward to be at similar levels..

Okay. And just remind me on timing of A&P spend the highest two quarters.

I know sometimes that is different but can you remind me like seasonally how that rolls out?.

Yes, I'm pretty sure, Frank, again off the top of my head – it has been a while since I have looked at this, but I am pretty sure third and fourth quarters have higher absolute spend of A&P than the first and second quarters..

Okay. And will that be affected, by the way, just as a follow-up to that, when you acquire Insight is that less seasonal of a business because it is the feminine care, I'm just kind of curious..

It is less seasonal of a business. I think the other thing, which I don't have the answer on yet is once the acquisition happens how much we are going to want to put behind it and how soon may affect the seasonality of the first year. But over the long term it is not a seasonal business..

Okay, great. Thanks, guys..

Thank you. The next question comes from Linda Bolton Weiser, B. Riley. Please proceed..

Hi..

Good morning..

Can you comment on – I know the Goody's Headache Relief Shots, that was one of your more significant innovations in the last year.

Have you maxed out on the distribution you can get from that or is there still further gains? And have you had any success in getting it kind of up at the cash register front of the retail store with the energy shots that we see?.

Linda, the answer is – as I insinuated on earlier on, we think there is – it's performed quite well in convenience stores and we have gotten it at cash registers in convenience stores, it is harder to do that in mass retailers and drug. But we believe this business over the short- to medium-term we can build a foundation in convenience stores.

And there are still distribution opportunity. It takes a longer period of time to reap up – to ramp up in the C-store channel than it does and the Mass General. So, for example, if you go national at a Walmart or a Target or a CVS or a Rite Aid you can get national fairly quickly within a matter of maybe six weeks in terms of being all doors.

In terms of – I think there is 150,000 convenience stores out there. It takes you a much longer period of time because you are going through wholesalers to ramp up in terms of being at retail in those doors. So there is still significant opportunity in the C-store channel for us in terms of building distribution for that product..

Okay. And then I am sure you guys are monitoring very closely and you mentioned all the deals that have happened in the industry recently.

In terms of the two big deals, the Merck and the Glaxo, do you have any just thoughts on your own about timing or based on what those companies have said about timing for them to close the deal, integrate and consolidate and make strategic decisions about the brands that they might want to shed? Do you have a timeframe that you guys are thinking along those lines?.

No, Linda, again, I think we have said in the past we don't control the sell side of it. All we try and stay focused on is us being aggressive and disciplined on the buy side of it. So what I said earlier is we are going to continue to be aggressive and disciplined on the buy side of it..

Okay. And then can I just ask one thing.

Sorry if I missed it, but did you quantify the impact of inventory reduction by the retailers on the sales growth in the quarter?.

For the second half it is in there, I believe, on page – it is early in the deck for the second half. For the fourth quarter, I believe retail inventory adjustments accounted for about 25% of the reduction..

It is on page 12 for the second half. And the inventory – the impact of the inventory reductions was moderated from the $10 million impact that we saw in Q3..

Okay, great. Thanks very much..

Thank you. The next question comes from Jon Andersen, William Blair. Please proceed..

What was the contribution from the Care Pharmaceutical acquisition in the fourth quarter?.

It was approximately $4.5 million, Jon..

$4.5 million, okay.

So backing that out, the organic growth rate or organic growth was kind of off about 12% in OTC in the fourth quarter; is that accurate?.

No, it was closer to 8%, Jon..

8%, Jon..

Okay, even after adjusting for the Care revenue?.

Correct..

Question on the revenue guidance for fiscal 2015. I may not be doing my math right, but I'm thinking about the acquisitions of Care. There is a little carryover from that in fiscal 2015. And then you get, I think, 11 months of Hydralyte and a half year if the Insight deal closes by September, a half year from Insight.

It looks to me, you add those revenues up that you are kind of thinking about organic growth or underlying base business growth down low single digits for fiscal 2015. I'm wondering if, number one, if that is the right way to think about it.

And given kind of the headwinds that you've experienced this fiscal year as you talked about retailer inventory reductions, soft cough, cold, flu, why we wouldn't maybe be looking for kind of up low to mid single-digit in fiscal 2015. .

Jon, we don't break it out, but I can tell you for organic growth excluding the things you just said, it is up for fiscal 2015, low single digit..

Is positive organic growth in fiscal 2015..

Correct, correct..

Okay..

That is built in to those numbers..

Okay. Last question I have is around I guess more broadly kind of coming back to the comments you made at the start, Matt, around industry consolidation, there are so many industry moves of late. I guess there are two questions.

One, would you expect that those moves would result in further acquisition opportunities for Prestige? I mean, are part of those transactions down the road going to result in sales of smaller, smaller brands that could be applicable or in your wheelhouse? And then more broadly I guess how do you think that consolidation could affect Prestige or affect the category? I mean I guess one view would be that there could be more competition for shelf space, more innovation that could be a bit of a headwind.

Just looking for your kind of broad thoughts on those two topics. Thanks..

Okay, so, Jon, I think on the first one, would opportunities come out of it. I can't – I don't have a crystal ball so I can't answer that based on the future. But I can answer it based on history. So if you look at history in the consolidation and the acquisitions that have happened of those sorts, it has created M&A opportunity.

So if you look at it based on history the answer would be yes, I would expect opportunities to be there.

In terms of the categories in the consolidation, I think what it does is it plays into our hand a little bit, and the large pharma companies as well, in that the categories are going to acquire, as I said at the beginning, you've got to figure out ways to deliver value to consumers and part of that is through product innovation.

And as we have said in the past, we really want to be focused on building great products for consumers. So I would expect there to be more of that in the categories with this consolidation going on. So at the end of the day I think it is a good thing for the consumer and I think it is a good thing and consistent with our strategy..

Great, thanks for the color. Good luck..

Thank you. (Operator Instructions). The next question comes from Karru Martinson, Deutsche Bank. Please proceed. .

When you guys talk about the inventory reductions not being sustainable, what is the timetable where you feel that retailers will be at bare-bones? I know we have been kind of thinking that we have been at bare bones for quite some time, but yet they seem to keep being able to shave off a little bit of inventory there..

Well again, I don't have a definitive answer on that. Again, you have to look to, for example, today's announcement in terms of soft retail – soft foot traffic at a key retailer today. I think as I said early on, retailers are – based on history again – I'm not projecting, it is just based on history.

Retailers have a history of protecting their bottom-line. So one of the ways they do that is through inventory reduction. So I think some of that may play out in the near term on a quarterly basis where for some months they may be up and then they may pull back, etc.

But as I said, it can happen long-term because I think – you may have seen an article in Bloomberg in the last four weeks or six weeks I think that said a major retailer felt there was a $3 billion opportunity based on restocking the shelves because there were too many out-of-stocks.

So that is what I mean by it can't be a long-term strategy, it will lead to too many out-of-stocks. What the definitive timeline is, I am not smart enough to answer that. Our job is to manage it as best we can and work with the retailers..

And when we look at the guidance that you guys gave here, what is the assumption in terms of that inventory restock that is built into that guidance?.

I think, as I said in the first half, we showed numbers that were minus [3] to flat. I think part of that is based on two components. Number one, look at our first-half comps last year, which were very strong if you look at the numbers over several quarters.

And then second of all, look at the – what is going on with inventory reduction and retail today, I think we took a realistic approach to the first half on that perspective as well..

Okay.

When we look at the Australian platform, what is the ability to kind of roll out your existing portfolio in Australia? Or are there regulatory restrictions that would severely limit that opportunity?.

Well, I think you have to – in this business, OTC, you deal with – the regulatory agencies have significant control in each country. So it is not as simple as you do an acquisition and you roll our portfolio into their country or their portfolio into our country.

We have had discussions with our people in Australia about which brands make sense for us to bring to Australia and we are working with the regulatory agencies to do that. That process in and of itself in terms of rolling out new products and regulatory, that typically is a 12 to 24 month process as it relates to other countries..

Thank you very much, guys, appreciate it..

Thank you. I would now like to hand the call over to Mr. Mannelly for closing remarks..

Okay, thank you very much, we appreciate everyone's time today. Again, this not only was a fourth-quarter call, but really an opportunity for us to talk a little bit about fiscal year 2014 in total as well as where we are headed for fiscal year 2015.

So again, we appreciate your time and look forward to speaking to you on the next call as well as at the conferences. Thank you..

Thank you for joining in today's conference. This concludes the presentation. You may now disconnect. Good day..