8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2014

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32433	20-1297589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

660 White Plains Road, Tarrytown, New York 10591

(Address of principal executive offices) (Zip Code)

(914) 524-6800

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2014, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended September 30, 2014. A copy of the press release announcing the Company's earnings results for the fiscal quarter ended September 30, 2014 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is incorporated by reference as if fully set forth herein.

On November 6, 2014, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter ended September 30, 2014 using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Investor Presentation”) and incorporated herein by reference.  The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ended March 31, 2015.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

See Exhibit Index immediately following the signature page.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 6, 2014	PRESTIGE BRANDS HOLDINGS, INC.
	By:	/s/ Ronald M. Lombardi
		Name: Ronald M. Lombardi
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated November 6, 2014 announcing the Company's financial results for the fiscal quarter ended September 30, 2014 (furnished only).
99.2	Investor Relations Slideshow in use beginning November 6, 2014 (furnished only).

EX-99.1

Exhibit 99.1

Prestige Brands Holdings, Inc. Reports Second Quarter Revenue Up 8.6%; Integration of Insight Pharmaceuticals Acquisition On Track

Outlook for Full Fiscal Year ’15 Reconfirmed

Tarrytown, NY-(Business Wire)-November 6, 2014--Prestige Brands Holdings, Inc. (NYSE-PBH) today announced results for the second quarter and first six months of fiscal year 2015, which ended on September 30, 2014.

These results include reported second fiscal quarter revenues of $181.3 million, an increase of 8.6% over the prior year comparable period’s revenues of $166.9 million. Reported revenues for the six month period ended September 30, 2014 totaled $327.0 million, an increase of approximately 5.7% over the prior year comparable six month period’s revenues of $309.5 million. These results reflect continued strengthening in consumption levels of core over-the-counter healthcare brands, as well as the acquisitions of Insight Pharmaceuticals (Insight) and Hydralyte.

Reported income for the second fiscal quarter of $16.5 million, or $0.31 per diluted share, was 49.7% lower than the prior year comparable quarter’s results of $32.8 million or $0.63 per diluted share, primarily as a result of acquisition-related items in the second quarter.

Adjusted earnings per share for the second fiscal quarter increased 6.4% to $0.50 compared to the second quarter of the prior year’s adjusted earnings per share of $0.47. The current quarter’s adjusted earnings per share excludes acquisition and transition items related to the acquisitions of Insight and Hydralyte. The second quarter of the prior year’s adjusted earnings per share excluded items related to the acquisition of Care Pharmaceuticals (Care) and the impact of favorable changes in tax laws. The impact of the Insight acquisition on adjusted earnings per share was $0.00 for the less than one month of Insight operations included in the second fiscal quarter results.

Reported income for the first six months of fiscal 2015 was $33.2 million, or $0.63 per diluted share compared with the prior year’s comparable six month period results of $53.5 million or $1.03 per diluted share. Adjusted earnings per share for the first half of fiscal 2015 were $0.91 compared to adjusted earnings per share of $0.88 in the prior year comparable period. Adjusted earnings per share for both the fiscal 2015 six month period and the fiscal 2014 comparable period exclude the items referenced above.

Segments

Reported revenues for the North American OTC Healthcare segment were $137.6 million for the second fiscal quarter of 2015, 4.0% higher than the prior year comparable period’s revenues of $132.3 million. For the first six months of the current fiscal year, reported revenues for the North American OTC Healthcare segment were $248.0 million, a decrease of 1.3% over the prior year comparable period’s results of $251.4 million. The second fiscal quarter was impacted by the Insight acquisition as well as increased consumption among certain key core OTC brands.

Reported revenues for the International OTC Healthcare segment were $17.4 million for the second fiscal quarter of 2015, an increase of 92.0% over the prior year comparable period’s results of $9.0 million. For the first six months of the current fiscal year, reported revenues for the International OTC Healthcare segment were $31.1 million, an increase of 150.0% over the prior year comparable period’s results of $12.4 million. Both the second fiscal quarter and the six month period were impacted by revenues from the strong performance of the Care portfolio in Australia and the recent acquisition of Hydralyte.

Reported revenues for the Household Cleaning segment were $26.3 million in the second fiscal quarter of 2015, an increase of 2.7% over the prior year's second quarter results of $25.7 million. For the six month period of 2015, reported revenues for this segment were $47.9 million compared to $45.7 million in the prior year comparable period, an increase of 4.9%.

Commentary & Outlook

According to Matthew M. Mannelly, President and CEO, “We are very pleased with our second quarter and six month performance in a challenging retail operating environment. Our results for the second fiscal quarter and the first half of the fiscal year reflect strengthening consumption trends among our core OTC brands, as well as the recent acquisition of Insight and the integration of Hydralyte into the Care portfolio in Australia.”

“We closed on the acquisition of Insight in September and we are on track to meet our schedule to integrate those brands into our portfolio by the end of the fiscal year,” he said. “Brand-building investments in marketing and advertising are now in development for these newly acquired brands.”

Mr. Mannelly continued, “Following the favorable results of the fiscal year-to-date, we are reconfirming the previously provided outlook for the full fiscal year of adjusted earnings per share in the range of $1.75

to $1.85 and revenue growth of 15-18%. We recognize, however, the challenging retail environment. The Company’s financial profile remains solid and is expected to generate substantial free cash flow of approximately $150 million in fiscal 2015. These funds will be used for rapid deleveraging and building meaningful M & A capacity as we pay close attention to the opportunities arising within our industry,” he said.

Free Cash Flow and Debt Reduction

The Company's Non-GAAP Adjusted free cash flow for the second fiscal quarter was $36.5 million, an increase over the prior year comparable period’s Non-GAAP Adjusted free cash flow of $31.8 million. For the six months ended September 30, 2014, Non-GAAP Adjusted free cash flow was $68.1 million compared to the prior year six months Non-GAAP Adjusted free cash flow of $53.3 million.

At September 30, 2014, the Company’s net debt was $1.7 billion and its covenant-defined leverage ratio was approximately 5.6, reflecting the acquisition of Insight on September 3, 2014. The Company’s history of strong FCF and consistent debt repayment allows rapid de-leveraging and building M&A capacity going forward.

Q2 Conference Call, Accompanying Slide Presentation & Replay

The Company will host a conference call to review its second quarter results on November 6, 2013 at 8:30 am EDT. The toll-free dial-in numbers are 877-280-4954 within North America and 857-244-7311 outside of North America. The conference pass code is "prestige". The Company will provide a live Internet webcast, a slide presentation to accompany the call, as well as an archived replay, all of which can be accessed from the Investor Relations page of the Company's website at http://prestigebrands.com. The slide presentation can be accessed just before the call from the Investor Relations page of the website by clicking on Webcasts and Presentations. Telephonic replays will be available for two weeks following the completion of the call and can be accessed at 888-286-8010 within North America and at 617-801-6888 from outside North America. The pass code is 87362413.

Non-GAAP Financial Information

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled

to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section at the end of this earnings release.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter and household cleaning products throughout the U.S. and Canada, and in certain international markets. Core brands include Monistat® yeast infection treatment, Nix® lice treatment, Chloraseptic® sore throat treatments, Clear Eyes® eye care products, Compound W® wart treatments, The Doctor's® NightGuard® dental protector, the Little Remedies® and PediaCare® lines of pediatric over-the-counter products, Efferdent® denture care products, Luden's® throat drops, Dramamine® motion sickness treatment, BC® and Goody's® pain relievers, Beano® gas prevention, Debrox® earwax remover, and Gaviscon® antacid in Canada. Visit the Company's website at www.prestigebrands.com.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "outlook," "may," "will," "would," "expect," “intend,” “estimate,” “anticipate,” “believe,” or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. The "forward-looking statements" include, without limitation, statements regarding the integration of the Insight brands into our portfolio, growth in consumption of core OTC healthcare brands, brand-building investments, our expected future operating results including adjusted earnings per share, revenue growth and generation of free cash flow, and our expected use of free cash flow for rapid deleveraging and building M&A capacity. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors, including the impact of our advertising and promotional initiatives, competition in our industry, and the success of our brand-building investments and integration of newly acquired products. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2014, Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and other periodic reports filed with the Securities and Exchange Commission.

Contact: Dean Siegal

914-524-6819

Prestige Brands Holdings, Inc.

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

	Three Months Ended September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2014			2013			2014			2013
Revenues
Net sales	$	180,005		$	165,507		$	324,546		$	307,149
Other revenues	1,264			1,438			2,425			2,308
Total revenues	181,269			166,945			326,971			309,457
Cost of Sales
Cost of sales (exclusive of depreciation shown below)	78,727			73,723			142,563			133,211
Gross profit	102,542			93,222			184,408			176,246
Operating Expenses
Advertising and promotion	25,044			24,547			44,140			43,228
General and administrative	27,128			11,619			44,134			23,253
Depreciation and amortization	3,852			3,294			6,813			6,562
Total operating expenses	56,024			39,460			95,087			73,043
Operating income	46,518			53,762			89,321			103,203
Other (income) expense
Interest income	(15		)	(25		)	(47		)	(28		)
Interest expense	18,208			16,464			32,893			32,372
Total other expense	18,193			16,439			32,846			32,344
Income before income taxes	28,325			37,323			56,475			70,859
Provision for income taxes	11,862			4,531			23,280			17,375
Net income	$	16,463		$	32,792		$	33,195		$	53,484
Earnings per share:
Basic	$	0.32		$	0.64		$	0.64		$	1.04
Diluted	$	0.31		$	0.63		$	0.63		$	1.03
Weighted average shares outstanding:
Basic	52,088			51,463			52,023			51,343
Diluted	52,594			52,219			52,564			52,130
Comprehensive income, net of tax:
Currency translation adjustments	(10,830		)	1,122			(8,104		)	1,123
Total other comprehensive (loss) income	(10,830		)	1,122			(8,104		)	1,123
Comprehensive income	$	5,633		$	33,914		$	25,091		$	54,607

Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands) Assets	September 30, 2014			March 31, 2014
Current assets
Cash and cash equivalents	$	21,748		$	28,331
Accounts receivable, net	98,644			65,050
Inventories	82,875			65,586
Deferred income tax assets	9,171			6,544
Prepaid expenses and other current assets	9,935			11,674
Total current assets	222,373			177,185
Property and equipment, net	12,420			9,597
Goodwill	293,993			190,911
Intangible assets, net	2,163,947			1,394,817
Other long-term assets	32,937			23,153
Total Assets	$	2,725,670		$	1,795,663
Liabilities and Stockholders' Equity
Current liabilities
Current portion of long term debt	$	7,200		$	—
Accounts payable	58,538			48,286
Accrued interest payable	12,086			9,626
Other accrued liabilities	34,086			26,446
Total current liabilities	111,910			84,358
Long-term debt
Principal amount	1,691,400			937,500
Less unamortized discount	(6,289		)	(3,086		)
Long-term debt, net of unamortized discount	1,685,111			934,414
Deferred income tax liabilities	334,297			213,204
Other long-term liabilities	313			327
Total Liabilities	2,131,631			1,232,303
Stockholders' Equity
Preferred stock - $0.01 par value
Authorized - 5,000 shares
Issued and outstanding - None	—			—
Common stock - $0.01 par value
Authorized - 250,000 shares
Issued - 52,426 shares at September 30, 2014 and 52,021 shares at March 31, 2014	524			520
Additional paid-in capital	421,574			414,387
Treasury stock, at cost - 254 shares at September 30, 2014 and 206 shares at March 31, 2014	(3,034		)	(1,431		)
Accumulated other comprehensive (loss) income, net of tax	(7,365		)	739
Retained earnings	182,340			149,145
Total Stockholders' Equity	594,039			563,360
Total Liabilities and Stockholders' Equity	$	2,725,670		$	1,795,663

Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended September 30,
(In thousands)	2014			2013
Operating Activities
Net income	$	33,195		$	53,484
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,815			6,562
Deferred income taxes	11,496			4,355
Amortization of deferred financing costs	2,398			1,975
Stock-based compensation costs	3,403			2,487
Amortization of debt discount	687			798
(Gain) on sale or disposal of equipment	56			(3		)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	(8,363		)	(5,712		)
Inventories	7,264			821
Prepaid expenses and other current assets	3,114			2,619
Accounts payable	(5,647		)	(1,125		)
Accrued liabilities	2,640			(10,663		)
Net cash provided by operating activities	57,058			55,598
Investing Activities
Purchases of property and equipment	(1,380		)	(2,319		)
Proceeds from the sale of property and equipment	—			3
Proceeds from sale of business	18,500			—
Acquisition of Insight Pharmaceuticals, less cash acquired	(749,666		)	—
Acquisition of the Hydralyte brand	(77,991		)	—
Acquisition of Care Pharmaceuticals, less cash acquired	—			(55,215		)
Net cash used in investing activities	(810,537		)	(57,531		)
Financing Activities
Term loan borrowings	720,000			—
Term loan repayments	(25,000		)	(7,500		)
Repayments under revolving credit agreement	(58,500		)	(35,500		)
Borrowings under revolving credit agreement	124,600			50,000
Payment of deferred financing costs	(16,072		)	(275		)
Proceeds from exercise of stock options	2,757			5,143
Proceeds from restricted stock exercises	57			—
Excess tax benefits from share-based awards	1,030			1,350
Fair value of shares surrendered as payment of tax withholding	(1,660		)	(278		)
Net cash provided by financing activities	747,212			12,940
Effects of exchange rate changes on cash and cash equivalents	(316		)	156
(Decrease) Increase in cash and cash equivalents	(6,583		)	11,163
Cash and cash equivalents - beginning of period	28,331			15,670
Cash and cash equivalents - end of period	$	21,748		$	26,833
Interest paid	$	27,349		$	29,516
Income taxes paid	$	4,716		$	8,468

Prestige Brands Holdings, Inc.

Consolidated Statements of Income

Business Segments

(Unaudited)

	Three Months Ended September 30, 2014
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	138,138		$	17,331	$	25,246	$	180,715
Elimination of intersegment revenues	(710		)	—		—		(710		)
Third-party segment revenues	137,428			17,331		25,246		180,005
Other revenues	150			23		1,091		1,264
Total segment revenues	137,578			17,354		26,337		181,269
Cost of sales	52,185			6,595		19,947		78,727
Gross profit	85,393			10,759		6,390		102,542
Advertising and promotion	21,442			3,035		567		25,044
Contribution margin	$	63,951		$	7,724	$	5,823	77,498
Other operating expenses								30,980
Operating income								46,518
Other expense								18,193
Income before income taxes								28,325
Provision for income taxes								11,862
Net income								$	16,463

	Six Months Ended September 30, 2014
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	249,112		$	31,022	$	45,839	$	325,973
Elimination of intersegment revenues	(1,427		)	—		—		(1,427		)
Third-party segment revenues	247,685			31,022		45,839		324,546
Other revenues	327			58		2,040		2,425
Total segment revenues	248,012			31,080		47,879		326,971
Cost of sales	94,526			11,679		36,358		142,563
Gross profit	153,486			19,401		11,521		184,408
Advertising and promotion	37,794			5,375		971		44,140
Contribution margin	$	115,692		$	14,026	$	10,550	140,268
Other operating expenses								50,947
Operating income								89,321
Other expense								32,846
Income before income taxes								56,475
Provision for income taxes								23,280
Net income								$	33,195

	Three Months Ended September 30, 2013
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	132,944		$	9,008	$	24,374	$	166,326
Elimination of intersegment revenues	(819		)	—		—		(819		)
Third-party segment revenues	132,125			9,008		24,374		165,507
Other revenues	150			7		1,281		1,438
Total segment revenues	132,275			9,015		25,655		166,945
Cost of sales	50,987			4,338		18,398		73,723
Gross profit	81,288			4,677		7,257		93,222
Advertising and promotion	22,547			1,446		554		24,547
Contribution margin	$	58,741		$	3,231	$	6,703	68,675
Other operating expenses								14,913
Operating income								53,762
Other expense								16,439
Income before income taxes								37,323
Provision for income taxes								4,531
Net income								$	32,792

	Six Months Ended September 30, 2013
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	251,880		$	12,422	$	43,666	$	307,968
Elimination of intersegment revenues	(819		)	—		—		(819		)
Third-party segment revenues	251,061			12,422		43,666		307,149
Other revenues	300			14		1,994		2,308
Total segment revenues	251,361			12,436		45,660		309,457
Cost of sales	94,533			5,803		32,875		133,211
Gross profit	156,828			6,633		12,785		176,246
Advertising and promotion	40,097			1,710		1,421		43,228
Contribution margin	$	116,731		$	4,923	$	11,364	133,018
Other operating expenses								29,815
Operating income								103,203
Other expense								32,344
Income before income taxes								70,859
Provision for income taxes								17,375
Net income								$	53,484

About Non-GAAP Financial Measures

We define Non-GAAP Total Revenues excluding acquisitions and divestitures as Total Revenues excluding revenues associated with products acquired or divested in the periods presented. We define Non-GAAP EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization and Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, certain other legal and professional fees, and other acquisition-related costs. We define Non-GAAP Adjusted Gross Margin as Gross Profit before inventory step up charges and certain other acquisition and integration-related costs. Non-GAAP Adjusted Gross Margin Percentage is calculated based on Non-GAAP Adjusted Gross Margin divided by GAAP Total Revenues. We define Non-GAAP Adjusted Operating Income as Operating Income minus certain other legal and professional fees, acquisition and other integration costs. We define Non-GAAP Adjusted Net Income as Net Income before inventory step-up charges, certain other legal and professional fees, other acquisition and integration-related costs, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. Non-GAAP Adjusted EPS is calculated based on Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. We define Non-GAAP Free Cash Flow as Net Cash provided by operating activities less cash paid for capital expenditures. We define Non-GAAP Adjusted Free Cash Flow as net cash provided by operating activities less purchases of property and equipment plus payments associated with acquisitions for integration, transition and other payments associated with acquisitions. We define Non-GAAP Contribution Margin as Gross Profit less advertising and promotional expenses. Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, and Non-GAAP Contribution Margin may not be comparable to similarly titled measures reported by other companies.

We are presenting Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, and Non-GAAP Contribution Margin because they provide additional ways to view our operations, when considered with both our GAAP results and the reconciliation to net income and net cash provided by operating activities, respectively, which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. Each of Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, and Non-GAAP Contribution Margin is presented solely as a supplemental disclosure because (i) we believe it is a useful tool for investors to assess the operating performance of the business without the effect of these items; (ii) we believe that investors will find this data useful in assessing shareholder value; and (iii) we use Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, and Non-GAAP Contribution Margin internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted

Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, and Non-GAAP Contribution Margin have limitations, and you should not consider these measures in isolation from or as an alternative to GAAP measures such as Operating income, Net income, and Net cash flow provided by operating activities, or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity.

The following tables set forth the reconciliation of Non-GAAP Total Revenues excluding acquisitions and divestitures, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, all of which are non-GAAP financial measures, to GAAP Gross Profit, GAAP Operating Income, GAAP Net Income, GAAP Diluted EPS and GAAP Net cash provided by operating activities, our most directly comparable financial measures presented in accordance with GAAP. Non-GAAP Contribution Margin is reconciled in the Business Segments table immediately preceding this "About Non-GAAP Financial Measures" section.

Reconciliation of GAAP Total Revenues to Non-GAAP Total Revenues excluding acquisitions and divestitures:

	Three Months Ended September 30,						Six Months Ended September 30,
	2014			2013			2014			2013
(In thousands)
GAAP Total Revenues	$	181,269		$	166,945		$	326,971		$	309,457
Adjustments:
Care Pharma and Hydralyte revenues (1)	(5,061		)	(5,429		)	(12,341		)	(5,429		)
Insight revenues (2)	(12,659		)	—			(12,659		)	—
Total adjustments	(17,720		)	(5,429		)	(25,000		)	(5,429		)
Non-GAAP Total Revenues excluding acquisitions and divestitures	$	163,549		$	161,516		$	301,971		$	304,028

(1) Revenue adjustments relate to our International OTC Healthcare segment

(2) Revenue adjustments relate to our North American OTC Healthcare segment

Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Margin and related Adjusted Gross Margin percentage:

	Three Months Ended September 30,						Six Months Ended September 30,
	2014			2013			2014			2013
(In thousands)
GAAP Total Revenues	$	181,269		$	166,945		$	326,971		$	309,457
GAAP Gross Profit	$	102,542		$	93,222		$	184,408		$	176,246
Adjustments:
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1)	116			577			246			577
Inventory step-up charges associated with Insight acquisition (2)	653			—			653			—
Care acquisition related inventory costs (1)	—			407			—			407
Total adjustments	769			984			899			984
Non-GAAP Adjusted Gross Margin	$	103,311		$	94,206		$	185,307		$	177,230
Non-GAAP Adjusted Gross Margin %	57.0		%	56.4		%	56.7		%	57.3		%

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

Reconciliation of GAAP Operating Income to Non-GAAP Adjusted Operating Income:

	Three Months Ended September 30,				Six Months Ended September 30,
	2014		2013		2014		2013
(In thousands)
GAAP Operating Income	$	46,518	$	53,762	$	89,321	$	103,203
Adjustments:
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1)	116		577		246		577
Inventory step-up charges associated with Insight acquisition (2)	653		—		653		—
Care acquisition related inventory costs (1)	—		407		—		407
Legal and professional fees associated with acquisitions and divestitures(3)	8,058		85		9,857		668
Stamp/Duty Tax on Australian acquisition(3)	—		—		2,940		—
Integration, transition and other costs associated with acquisitions (3)	4,021		—		4,432		—
Total adjustments	12,848		1,069		18,128		1,652
Non-GAAP Adjusted Operating Income	$	59,366	$	54,831	$	107,449	$	104,855

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

(3) Adjustments relate to G&A expenses

Reconciliation of GAAP Net Income to EBITDA and Non-GAAP Adjusted EBITDA:

	Three Months Ended September 30,				Six Months Ended September 30,
	2014		2013		2014		2013
(In thousands)
GAAP Net Income	$	16,463	$	32,792	$	33,195	$	53,484
Interest expense, net	18,193		16,439		32,846		32,344
Provision for income taxes	11,862		4,531		23,280		17,375
Depreciation and amortization	3,852		3,294		6,813		6,562
Non-GAAP EBITDA:	50,370		57,056		96,134		109,765
Adjustments:
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1)	116		577		246		577
Inventory step-up charges associated with Insight acquisition (2)	653		—		653		—
Care acquisition related inventory costs (1)	—		407		—		407
Legal and professional fees associated with acquisitions and divestitures(3)	8,058		85		9,857		668
Stamp/Duty Tax on Australian acquisition(3)	—		—		2,940		—
Integration, transition and other costs associated with acquisitions (3)	4,021		—		4,432		—
Total adjustments	12,848		1,069		18,128		1,652
Non-GAAP Adjusted EBITDA	$	63,218	$	58,125	$	114,262	$	111,417

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

(3) Adjustments relate to G&A expenses

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:

	Three Months Ended September 30,												Six Months Ended September 30,
	2014			2014 Adjusted EPS			2013			2013 Adjusted EPS			2014			2014 Adjusted EPS			2013			2013 Adjusted EPS
(In thousands)
GAAP Net Income	$	16,463		$	0.31		$	32,792		$	0.63		$	33,195		$	0.63		$	53,484		$	1.03
Adjustments:
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1)	116			—			577			0.01			246			—			577			0.01
Inventory step-up charges associated with Insight acquisition (2)	653			0.01			—			—			653			0.01			—			—
Care acquisition related inventory costs (1)	—			—			407			0.01			—			—			407			0.01
Legal and professional fees associated with acquisitions and divestitures (3)	8,058			0.15			85			—			9,857			0.19			668			0.01
Stamp/Duty Tax on Australian acquisition(3)	—			—			—			—			2,940			0.06			—			—
Integration, transition and other costs associated with acquisitions (3)	4,021			0.09			—			—			4,432			0.09			—			—
Tax impact of adjustments	(2,941		)	(0.06		)	(133		)	(0.01		)	(3,469		)	(0.07		)	(356		)	(0.01		)
Impact of state tax adjustments	—			—			(9,085		)	(0.17		)	—			—			(9,085		)	(0.17		)
Total adjustments	9,907			0.19			(8,149		)	(0.16		)	14,659			0.28			(7,789		)	(0.15		)
Non-GAAP Adjusted Net Income and Adjusted EPS	$	26,370		$	0.50		$	24,643		$	0.47		$	47,854		$	0.91		$	45,695		$	0.88

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

(3) Adjustments relate to G&A expenses

Reconciliation of GAAP Net Income to Non-GAAP Free Cash Flow and Adjusted Non-GAAP Free Cash Flow:

	Three Months Ended September 30,						Six Months Ended September 30,
	2014			2013			2014			2013
(In thousands)
GAAP Net Income	$	16,463		$	32,792		$	33,195		$	53,484
Adjustments:
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows	11,901			3,681			24,855			16,174
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows	(977		)	(3,673		)	(992		)	(14,060		)
Total adjustments	10,924			8			23,863			2,114
GAAP Net cash provided by operating activities	27,387			32,800			57,058			55,598
Purchases of property and equipment	(884		)	(955		)	(1,380		)	(2,319		)
Non-GAAP Free Cash Flow	26,503			31,845			55,678			53,279
Integration, transition and other payments associated with acquisitions	10,018			—			12,417			—
Adjusted Non-GAAP Free Cash Flow	$	36,521		$	31,845		$	68,095		$	53,279

Outlook for Fiscal Year 2015:

Reconciliation of Projected GAAP EPS to Projected Non-GAAP Adjusted EPS:

	2015 Projected EPS
	Low		High
Projected FY'15 GAAP EPS	$	1.28	$	1.38
Adjustments:
Integration, transition and other costs associated with acquisitions	0.47		0.47
Total Adjustments	0.47		0.47
Projected Non-GAAP Adjusted EPS	$	1.75	$	1.85

Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Adjusted Free Cash Flow:

	2015 Projected Free Cash Flow
(In millions)
Projected FY'15 GAAP Net cash provided by operating activities	$	136
Projected integration, transition and other costs associated with acquisitions	20
Additions to property and equipment for cash	(6		)
Projected Non-GAAP Adjusted Free Cash Flow	$	150

EX-99.2

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 Review of Second Quarter F’15 Results Matt Mannelly, CEO & President Ron Lombardi, CFO November 6, 2014

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s product introductions, investments in brand building, debt reduction, integration of the Insight acquisition, consumption growth and market position of the Company’s brands, M&A market activity, and the Company’s future financial performance. Words such as “continue,” “will,” “expect,” “project,” “anticipate,” “likely,” “estimate,” “may,” “should,” “could,” “would,” and similar expressions identify forward-looking statements. Such forward-looking statements represent the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, the failure to successfully integrate the Insight or Hydralyte businesses or future acquisitions, the failure to successfully commercialize new products, the severity of the cold and flu season, general economic and business conditions, competitive pressures, the effectiveness of the Company’s brand building investments, fluctuating foreign exchange rates, and other risks set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014 and in Part II, Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this presentation. Except to the extent required by applicable law, the Company undertakes no obligation to update any forward-looking statement contained in this presentation, whether as a result of new information, future events, or otherwise. Safe Harbor Disclosure

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 3 Agenda for Today’s Discussion I. Second Quarter FY2015: Performance Highlights II. Second Quarter FY2015: Financial Overview III. FY2015 Outlook and the Road Ahead

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 4 I. Second Quarter FY2015: Performance Highlights

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 5 Q2 Performance Highlights: Strong Performance in A Challenging Retail Environment  Q2 consolidated Total Revenue of $181.3 million, up 8.6% versus the prior year corresponding quarter − 1.0% growth excluding the impact of the recently closed Insight Pharmaceuticals acquisition  Adjusted E.P.S. of $0.50(1), up 6.4% versus the prior year corresponding quarter  Strong Adjusted Free Cash Flow of $36.5(1) million, up 14.7% versus the prior year corresponding quarter  Core OTC consumption growth of 4.9% (excluding products impacted by pediatric and GI category dynamics)  Continued investment in brand building efforts − New advertising campaigns − Goody’s sports marketing partnerships − New products, digital marketing and promotions across brands  Closed acquisition of Insight Pharmaceuticals in September. Integration well underway  On track to continue to deliver strong financial performance in FY2015 − Full year sales growth +15% – 18% − Adjusted E.P.S $1.75 – $1.85(1) − Adjusted Free Cash Flow of approximately $150 million(1) Notes: (1) These Non-GAAP financial measures are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section.

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 6 Building Prestige’s Portfolio: A Platform for Value Creation Focus on Brand Building Create a Diversified OTC Portfolio Leverage Our Financial Model to Build the Portfolio  Focus on long-term growth of Core OTC brands  Invest behind brand building efforts that result in market share gains  Manage through challenging retail environment  Build and add to strategic category platforms and geographies  Effectively execute and integrate acquisitions  Access a larger pool of prospective M&A candidates  Efficient operating model  Strong margin profile and consistent cash flow conversion  Provides capacity for additional, accretive acquisitions

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 7 Goody’s Headache Relief Shot 500 Victory on the Track and at Retail Dale Will Drive the Goody’s Car #88 in Texas next year and promote “speed” Consumption +2x Category Growth in L-12 Weeks Our Marketing Model at Work: Sports Marketing Events & Partnerships “Drive” Goody’s Sales Source: IRI MULO + C-Store, L12-week period ending October 5, 2014. Note: Data reflects retail dollar sales.

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 8 Our Marketing Model at Work: New Flavors & Launch Tour Sweeten Consumption  Consumer research drives new flavor selections and zeros in on taste preferences of key target audience to grow franchise  Watermelon, Blue Raspberry and Sugar-Free Black Cherry on shelf mid-September  Launch plan focuses on high profile music events in cities across America to drive sampling, raise awareness, and engage the brand’s demographic Bumbershoot Music Festival Boston Calling Music Festival Source: IRI MULO + C-Store, L4-week period ending October 5, 2014. Note: Data reflects retail dollar sales. New Product Extension Innovative Sampling Efforts Consumption +7.6% Since Launch; +2.8x Category Growth

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 9 Our Marketing Model at Work: Doctor’s Digital Commerce Journey Source: IRI MULO + C-Store, L12-week period ending October 5, 2014. Note: Data reflects retail dollar sales. Digital E-Commerce Drives Brand Growth +6.6% in Q2 Find Her: Deliver the Message: Send her to Amazon, or to new website: Send her to Amazon, or to new website: OR, If She Leaves… Follow Her! Serve her an ad while she’s on other sites Bring Her Back to Amazon or to Doctor’s Website:

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 0 Our Marketing Model at Work: Partnering With Retailers on Portfolio Promotions Trade activation programs leverage scale within categories by partnering core brands with loyalty brands to increase consumer shopping basket Partnering with Retailers Across the Portfolio Eyes & Ear Dermatologicals Digestives

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 1 (1.8%) 1.0% 2.5% 4.9% Source: Latest 12-week IRI multi-outlet retail dollar sales growth for relevant quarter. Data reflects retail dollar sales percentage growth versus prior period. (1) Excludes PediaCare, Little Remedies, Beano and Insight Pharmaceuticals. Excluding Cough/Cold Competitive Returns / GI Category Dynamics(1) (1) Continued Improvement in Retail Consumption Performance Has Contributed to Sustained Market Share Gains Core OTC Consumption Growth Core OTC Market Share(1) 10.6% 10.9% FY’15 Q1 Q2 FY’15 Q1 Q2 Consumption Growth Accelerating Brand Building Leading to Share Gains

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 2 Consumption Consistently Outpacing Shipments as Retailers Reduce Inventory Notes: (1) Core OTC Brands; Excludes PediaCare, Little Remedies, Beano and Insight Pharmaceuticals. (2) Company estimate. 6.8% 3.4% 6.2% 3.2% Q3 Q4 Q1 Q2 Core OTC Consump. vs. Rev. Growth(1) G rowt h D if fe ren ce FY’14 (1.7%) (0.7%) 2.5% 4.9% (8.5%) (4.1%) (3.7%) 1.8% FY’15 Total Revenue Growth Consumption Growth Consumption Consistently Outpacing Shipments 39 39 35 32 34 Inventory at Trade (MM of Units)(1)(2) Retailers Maintaining Low Inventory Level FY’14 FY’15 +6.8% +3.4% +6.2% +3.2% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q2 (12%) Y/Y

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 3 Integration of Insight Pharmaceuticals on Track Regulatory / Quality Assurance Systems / Back-Office Supply Chain Sales & Distribution  IT systems and processes transferred  Personnel and offices transitioned Brand Building Expect to Complete by End of Q3 On-Going 12-24 Months  Regulatory and quality functions integrated  Go-to-market strategy in-place and selling organization integrated  Optimizing common supplier network  Identifying and capturing cost savings potential  Marketing strategy formation underway  Brand plans and new product / innovation pipeline being developed

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 4 The Combined Prestige Portfolio Analgesics GI Women’s Health Cough & Cold Oral Care Sleep Aids Skin Care Household Cleaning Eye & Ear Care Care Pharmaceuticals New Brand New Brand New Brand New Brand New Brand New Brand New Brand New Brand New Brand New Brand

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 5 Portfolio Anchored in Multiple Category Platforms of Scale $175 0% 20% 40% 60% 80% 100% $175 $200 $100 $140 $90 $70 ~$10 Women’s Health Cough Cold Analgesics Derm. Eye & Ear Oral Care Sleep Aids Other Insight Other Insight ~$50 Other Prestige PL Other Prestige GI Other Other Prestige Recent Acquisitions North America Australasia Oral Hydration Cough Cold ~$1BN Dollar values in millions Source: North America – IRI MULO + C-Store, L52-week period ending October 5, 2014. Note: Data reflects retail dollar sales.

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 6 Acquisitions Have Strengthened Our OTC Platform Category Breadth(1) International Expansion(1) Brand Scale (Top 4 Brands)(2) Channel Diversity FY2010 FY2015 Food, Drug, Mass Food, Drug, Mass, Convenience, Club and Dollar ~$35MM / ~10% ~$110MM / ~15% Cough & Cold Eye & Ear Derm. Oral Care Women’s Health Cough & Cold Analgesics Eye & Ear GI Derm. Oral Care +3.5x +3.1x +3.0x Expanded Avg.: $38MM Avg.: $113MM Dollar values in millions (1) Based on company estimates. (2) IRI MULO + C-Store data, reflects retail dollar sales.

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 7 The Power of the Platform: Expanding Set of M&A Candidates Category Breadth International Expansion Brand Scale Channel Diversity Expanded M&A Pool Across Categories, Geographies, Channels and Consumer Choices

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 8 II. Second Quarter FY2015: Financial Overview

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 1 9 Selected Observations on Second Quarter Performance  Solid overall financial performance in the quarter consistent with expectations − Total Revenue growth of 8.6% based on increasingly diversified portfolio and impact of Insight − Adjusted EPS of $0.50(1) up 6.4% versus the prior year corresponding quarter − Strong adjusted free cash flow of $36.5(1) million, up 14.7% versus the prior year corresponding quarter  On track to achieve full year outlook $166.9 $58.1 $31.8 $181.3 $63.2 $36.5 Total Revenue Adjusted EBITDA Adjusted EPS Adjusted Free Cash Flow Q2 FY’15 Q2 FY’14 8.6% 8.8% 6.4% 14.7% $0.47 $0.50 (1) (1) (1) Dollar values in millions, except per share data Notes: (1) These non-GAAP financial measures are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section.

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 0 Three Months Ended Six Months Ended Sep '14 Sep '13 % Chg Sep '14 Sep '13 % Chg Total Revenue 181.3$ 166.9$ 8.6% 327.0$ 309.5$ 5.7% Adj. Gross Margin(1) 103.3 94.2 9.7% 185.3 177.3 4.5% % Margin 57.0% 56.4% 56.7% 57.3% A&P 25.0 24.5 2.0% 44.1 43.2 2.1% % Total Revenue 13.8% 14.7% 13.5% 14.0% Adj. G&A (1) 15.0 11.5 30.5% 26.9 22.7 18.7% % Total Revenue 8.3% 6.9% 8.2% 7.3% Adjusted EBITDA (1) 63.2$ 58.1$ 8.8% 114.3$ 111.4$ 2.6% % Margin 34.9% 34.8% 34.9% 36.0% Adjusted Net Income (1) 26.4$ 24.6$ 7.0% 47.9$ 45.7$ 4.7% Adjusted Earnings Per Share(1) 0.50$ 0.47$ 6.4% 0.91$ 0.88$ 3.4% FY’15 Second Quarter and YTD Consolidated Financial Summary Dollar values in millions Notes: (1) These Non-GAAP financial measures are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section.  Q2 Total Revenue growth of +8.6%; 1.0% growth excluding the impact of the recently closed Insight Pharmaceuticals acquisition  Q2 Adjusted Gross Margin expansion of ~60 bps versus the prior year corresponding quarter  Q2 Adjusted EBITDA margin consistent at 34.9%  Adjusted EPS growth of 6.4% versus the prior year corresponding quarter

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 1 3 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended Q2 FY'15 Q2 FY'14 Q2 FY'15 Q2 FY'14 Net Income EPS Net Income EPS Net Income EPS Net Income EPS As Reported 16.5$ 0.31$ 32.8$ 0.63$ 33.2$ 0.63$ 53.5$ 1.03$ Adjustments: Inventory Step-Up & Other Costs of Sales 0.8 0.01 1.0 0.02 0.9 0.01 1.0 0.02 Legal, Professional & Transaction Fees 8.1 0.15 0.1 - 12.8 0.25 0.7 0.01 Acquisition Integration & Transition Costs 4.0 0.09 - - 4.4 0.09 - - Tax Impact of Adjustments (2.9) (0.06) (0.1) (0.01) (3.5) (0.07) (0.4) (0.01) Impact of State Tax Adjustments - - (9.1) (0.17) - - (9.1) (0.17) Total Adjustments 9.9 0.19 (8.1) (0.16) 14.7 0.28 (7.8) (0.15) Adjusted 26.4$ 0.50$ 24.6$ 0.47$ 47.9$ 0.91$ 45.7$ 0.88$ Net Income and E.P.S. Reconciliation Dollar values in millions, except per share data Note: These Non-GAAP financial measures are reconciled to their reported GAAP amounts in our Earnings Release in the “About Non-GAAP Financial Measures” section. Q2 FY’15 YTD FY’15

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 2 Q2 FY'15 Q2 FY'14 YTD FY'15 YTD FY'14 Net Income - As Reported 16.5$ 32.8$ 33.2$ 53.5$ Depreciation & Amortization 3.9 3.3 6.8 6.6 Other Non-Cash Operating Items 8.0 0.4 18.0 9.6 Working Capital (1.0) (3.7) (1.0) (14.1) Operating Cash Flow(1) 27.4$ 32.8$ 57.1$ 55.6$ Additions to Property and Equipment (0.9) (1.0) (1.4) (2.3) Integration, Transition and Other Payments Associated with Acquisitions 10.0 - 12.4 - Adjusted Free Cash Flow(3) 36.5$ 31.8$ 68.1$ 53.3$ Debt Profile & Financial Compliance:  Total Net Debt at 9/30/14 of $1,677 million comprised of: – Cash on hand of $22 million – $1,048 million of term loan and revolver – $650 million of bonds  Leverage ratio(2) of ~5.6x Strong Free Cash Flow Generation Dollar values in millions Notes: (1) Operating cash flow is equal to GAAP net cash provided by operating activities. (2) Leverage ratio reflects net debt / covenant defined EBITDA. (3) Adjusted Free Cash Flow is a Non-GAAP financial measure and is reconciled to GAAP net cash provided by operating activities in our earnings release in the “About Non-GAAP Financial Measure” section. Cash Flow Comments

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 3 III. FY2015 Outlook and the Road Ahead

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 4 Strategic Approach Continues to Create Shareholder Value − Improved Core OTC consumption trends leading to market share gains − Challenging retail environment continues to impact retailer inventory − Power of the portfolio provides favorable long term outlook − Continued new product introductions − Investment in brand building communication vehicles ● Typical 2nd half A&P increase ● Promotional spending − Ongoing evolution of marketing vehicles (sports marketing, digital) − Seasoned Integration Team and core competency ● Infrastructure largely in place by Q3 ● Brand building in progress–consumer learning, advertising, health care professionals − Stabilizing the business underway (supply and demand) − Marketing learning and foundation in FY’15 leads to investment in FY’16 − Remain aggressive and disciplined − Effectively integrate and acquisitions − Capitalize on OTC consolidation and major company announcements − Full year revenue growth +15% – 18% − Adjusted E.P.S $1.75 – $1.85(1) − Adjusted Free Cash Flow of approximately $150 million(1) Second Half of Year Brand Building in Focus Prolific M&A Outlook Confident in Full FY2015 Year Outlook Notes: (1) These Non-GAAP financial measures are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section. Insight Integration

P R E S T I G E B R A N D S S e c o n d Q u a r t e r F ’ 1 5 R e s u l t s 2 5