Good day, ladies and gentlemen, and welcome to our fiscal 2014 Q4 and year-end conference call. My name is Sonja and I will be your operator for today. (Operator Instructions). As a reminder, this call is being recorded for replay purposes. I would like to turn the call over to Mr. Dean Siegal, Director Investor Relations. Please proceed, sir.

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…

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…

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…

(Operator Instructions). The first question comes from Joe Altobello, Oppenheimer. Please proceed. Joe Altobello – Oppenheimer & Co.: 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. Joe Altobello – Oppenheimer & Co.: 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. Joe Altobello – Oppenheimer & Co.: 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. Joe Altobello – Oppenheimer & Co.: 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. Joe Altobello – Oppenheimer & Co.: 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. Joe Altobello – Oppenheimer & Co.: Okay, thanks, Matt.

Thank you. The next question comes from Carla Casella, JPMorgan. Please proceed. Carla Casella – JPMorgan: 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. Carla Casella – JPMorgan: 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. Carla Casella – JPMorgan: Okay. Great. Thank you.

Thank you. The next question comes from Frank Camma of Sidoti. Please proceed. Frank Camma – Sidoti & Company: Good morning, guys.

Good morning, Frank Frank Camma – Sidoti & Company: 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. Frank Camma – Sidoti & Company: 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. Frank Camma – Sidoti & Company: 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. Frank Camma – Sidoti & Company: Okay, great. Thanks, guys.

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

Good morning. Linda Bolton Weiser – B. Riley: 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. Linda Bolton Weiser – B. Riley: 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. Linda Bolton Weiser – B. Riley: 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. Linda Bolton Weiser – B. Riley: Okay, great. Thanks very much.

Thank you. The next question comes from Jon Andersen, William Blair. Please proceed. Jon Andersen – William Blair: What was the contribution from the Care Pharmaceutical acquisition in the fourth quarter?

It was approximately $4.5 million, Jon. Jon Andersen – William Blair: $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. Jon Andersen – William Blair: Okay, even after adjusting for the Care revenue?

Correct. Jon Andersen – William Blair: 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. Jon Andersen – William Blair: Is positive organic growth in fiscal 2015.

Correct, correct. Jon Andersen – William Blair: Okay.

That is built in to those numbers. Jon Andersen – William Blair: 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. Jon Andersen – William Blair: Great, thanks for the color. Good luck.

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