Mark Pettie - Chairman, Chief Executive Officer Peter Anderson - Chief Financial Officer Chuck Jolly - General Counsel Dean Siegal - Director of Investor Relations

Bill Chappell - Suntrust Robinson Humphrey Olivia Tong - Merrill Lynch Joe Altobello - Oppenheimer Reza Vahabzadeh - Barclays Capital Jon Andersen - William Blair

Good day, ladies and gentlemen and welcome to the Third Quarter Fiscal Year 2009 Prestige Brands Holdings Incorporated Earnings Conference Call. My name is Katrina and I will be your coordinator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-answer session towards the end of this presentation. (Operator Instructions) I’d now like to turn the presentation over to your host for today’s call, Mr. Dean Siegal, Director of Investor Relations. Please proceed.

Good morning. Welcome to Prestige Brands fiscal 2009 third quarter conference call. During this call statements may be made by management of their beliefs and expectations as to the Company’s future operating results. Statements of management’s expectations of what might occur with respect to future operating results are what is known as forward-looking statements. 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. Additional information concerning the factors that might cause actual results to differ from management’s expectations is contained in the Company’s annual and quarterly reports that it files with the U.S Securities and Exchange Commission. Now I’d like to introduce Mark Pettie, Chairman and CEO.

Thank you, Dean and welcome to all of you joining us on the call. In addition to Dean, with me is Peter Anderson, Prestige’s Chief Financial Officer and also joining us today is Chuck Jolly, our General Counsel. I’ll begin today’s call with a brief overview of our third quarter results. Pete will then review the full financials for the quarter in more detail. I’ll follow that with highlights of our segment performance and a look ahead. We’ll then open the call for questions. So getting underway, our reported total revenues for the third quarter were $80.3 million, $100,000 above last year. As indicated in our press release, this slight increase in revenues for the quarter is in part attributable to the launch of our breakthrough innovation products in the allergy category, Chloraseptic Allergen Block and Little Remedies, Little Allergies. : While we strongly believe that prevailing economic conditions are also having some effect on consumption of Earigate. We are aggressively working to understand what other factors maybe suppressing takeaway and we will be developing remediation plan with people urgency. Wart care revenues declined 17% in Q3 reflective of the continuing impact of the price decline taking in the cryogenic segment entering this fiscal year. The performance is inline with our expectation for this business, since we clear the pricing transition period that occurred in Q1 and early Q2. Lastly, Clear Eyes revenues were half versus a year ago also principally due to changes in promotion program timing. Importantly underlying consumption for this largest of our OTC brands remained quite strong in Q3 of plus 8% reflecting the impact of both our March pricing action and underlying unit growth. In addition, we have a new and powerfully differentiating claim that we are currently introducing on our packaging and through our radio advertising. Specifically, Clear Eyes is the first brand of eye care products to offer up to eight hours of soothing relief across every item in our line. This tangible indication of the duration of relief provided by every Clear Eyes product is a strong purchase motivator with category consumers that affectively distinguishes us from the competitor set and we look forward to its role and continuing Clear Eyes growth momentum. Turning to our household products business, revenues were of 6% in Q3. After two quarters of strong growth Comet our largest business leveled-off to essentially flat year-on-year revenues. This is primarily the result of fully lapping last years successful introduction of Comet Mildew Spray Gel combined with increased competitive activity in the bathroom spray category. As we previously mentioned, household products is the segment where we are seeing the most pronounced channel shifting by consumers and then those mass and dollar accounts we can measure Comet is doing well with consumption up over 5%. Our Spic and Span and Chore Boy businesses declined during the quarter, leading to the overall decline in household performance. Spic and Span softness reflects the challenging competitive environment partially offset by modest category growth as consumers look to consolidate their household cleaner purchases into fewer more multi purpose products. The Chore Boy decline is principally centered in the wholesaler class in trade. This represents the large piece of Chore Boy Copper Scrubber business and flows to consumers via unique unmeasured distribution channel such as [inaudible] and small fee stores. We are actively evaluating option to stabilize this important piece of the Chore Boy business in these difficult times. Finally on the domestic front, personal care revenues were down 10%, with modest growth in the Cutex business offset by anticipated declines in our shampoo brands, primarily Denorex. Moving to our international businesses, reported revenues were half at 11%. However, it is important to note that our underlying revenues until removal of unfavorable currency impacts were up over 7%. This principally reflects for the first time in a long while growth in our non-North American markets. This increase is driven by organic growth for new product introductions and distributions gains in the U.K. coupled with we’re finally hadn’t completely lapsed last years diversion issue. So that’s a review of the key driver underpaying our Q3 performance. It is clearly a very challenging quarter for us, particularly the months of November and December, as consumer and retailer behavior adjusted significantly. Results of the quarter it gave us a better look at the difficult conditions ahead and likely consequences. All the fog is not entirely of the window, what we’re seeing doesn't make us quick cautious as we ahead into our fourth quarter and develop our plans for next fiscal year. Although I’ve touched on a number of these areas in my earlier remarks, let me amplify just a bit and what we see accruing across two of our most important constituents, our retail customers and our consumers. First, with respect to our retail customers, we are seeing an emphasis on continuing inventory reduction and working capital conservation, unlike anything I witnessed in my carrier. Although it is actually dramatic, but disturber stabilizes at some point, it maybe a while before that occurs with the strong possibility of some overcorrection by retailers before the new equilibrium is reached. Simultaneously, customers are rationalizing squeezed at an unrepresented rate. For us that increase is the pressure on our smaller personal care in OTC brands that 10% or so of our revenue base, but it’s already declined in at a steady rate. In compounding this pressure on national brand is the increasingly aggressive stand on private-label and store brands being taken by many retailers; at the same time consumer behavior is changing, even to some extent in the traditionally stable areas, where the vast majority of our business resides. As I mentioned earlier, overall store traffic is down and that showing up in the short-term trends across a number of our categories and we believe consumers are showing a reluctance to spend their shrinking dollar on new technologies, the matter how compiling the proposition, particularly where they have a familiar alternative. These tends and mindsets at very likely to continue until the macroeconomic environment appreciably improves in the stores basic consumer confidence. What does this mean for prestige in Q4? Well, we do expect to Q4 that presents a full three months of the same type of challenging environment we encountered in the latter two months of Q3. Well, our brands enjoy the number one and number two positions in the majority of categories and which we compete. Much will depend on the underlying performance of the categorize themselves and in addition to the retailer and consumer dynamics I described, currency will also continue its drag on our international business revenues in Q4. Net for this year, is that where we had previously projected reported sales growth at the low end of our 2% to 4% long-term range. We now see ourselves falling short to that goal. Needless to say, we are preparing our plans from fiscal ’10, with a clear and objective appreciation of less than the Q3 and this outlook for Q4. While our focus brands provide the strong foundation from which to build, we must make adjustments in certain areas. For instance, we must broaden the scope of our smaller scale sustaining innovation initiatives to protect their distribution base and continue to present consumers with attractive value-added alternatives to private-label and branded competitors. At the same time, on the breakthrough innovation front, we must work to get our Murine Earigate business back on track and improve the considerable potential of our Allergen Block products in the upcoming spring season, while continuing to advance our pipeline and future opportunities. In addition, where we have an advantage price value story to tell, such as with our Wartner cryogenic wart care business, we must effectively do so and we must maintain our emphasis on marketing spending innovation. So we can continue to efficiently build brand equities and loyalty across the broader cross section of our portfolio. Coupling selective increases in working A&P support with a broader sustaining innovation agenda, we expect to better insulate our distribution base and growth prospects as we face the realities of our current and foreseeable operating environment. Complementing these actions in fiscal ’10 will be full realization of the benefits of our moved to a direct selling model for the majority of our business, which will complete early this quarter. To reassure, we had adequate support for these essential end market activities, we are reviewing every aspect of our cost structure. Looking for opportunities to further improve on our already very efficient operating model and we are also assessing our major work processes to increase our probability of executing with both speed and excellence in everything we do. We believe all the steps I’ve described are critical to succeeding in this turbulent time and maximizing our prospects in fiscal ’10. In our last call I pointed out, that despite the strength and composition of our portfolio, we are not entirely immune to the effects of rapidly evolving consumer and retailer sentiment in the overall working effects of our recessionary economy. That proved to be the case in the latter part of Q3 and we’ll continue to be so in Q4 and into fiscal ’10. However, our understanding of the situation grows daily and whether our appreciation of and appetite for the things we must do to successfully navigate these choppy waters. While we expect the fall short of our growth objectives for this year and in fiscal ’10, we anticipate we will see a continuation of this difficult environment. I’m confident that we have the brands, the people and their passion to emerge in even stronger company than we are today. I look forward to speaking with you more specifically about Q4 and our fiscal ‘10 plans and outlook on our next call. So, for now thank you and we’d be happy to take questions.

(Operator Instructions) Your first question comes from Bill Chappell - Suntrust. Bill Chappell - Suntrust: I guess the first question, on the inventory de-stock issue, have you seen any kind of improvement as we move to January or early February, or you expect to kind of the it’s an ongoing process that is going to carry throughout this quarter?

Bill from our perspective, as we look at December and January, we have seen no improvement and so as we think ahead, we expect to continue until some equilibrium is reached. I think it will be interesting as we get into what for many of these retailers is their new fiscal year to see if there is any short-term change in their behavior, but as far as we are concerned, as we look ahead and then construct our plans we’re not anticipating that. Bill Chappell - Suntrust: :

I wouldn’t say they’re penalizing us Bill, but I would say a recognition that has shelf spaces becomes even more the premium that to protect the distribution on our brands, we’re going to need to push our innovation agenda kind of further down the brand continuum. So, it’s not an acknowledgement of too much focus on the big initiatives. We certainly feel like that approach is one that we want to continue with the future, but it is a recognition that there are some vulnerabilities further down our portfolio that we need to address via some additional innovation of a smaller level on some of our other brands. Bill Chappell - Suntrust: Okay and then just one. So, everyone I don’t claim to be a health care specialist, but what is that’s going on with kind of the cough-cold season. It seems like every year it’s down and I can’t imagine a better climate in terms of cold, wet weather over the past three or four months, it should have helped the season. I mean is there something along where we should expect to constantly be flat and slightly down?

Yes. Bill, we’ve touched on this before and I think the comments we made previously are more and more becoming part of the reality and that is as consumers are getting more conscious about prevented measure that they can take and more and more opportunities such as hand sanitizers, flu shots etc are out there on the market to kind of help them address their preventive behavior, preventative interests. It is reasonable to expect that cough/cold and then structure of the cough/cold environment is going to continue to decline until it levels off it’s some sort of new lower equilibrium. I think it would be overly optimistic to expect that after three or four consecutive years of decline that this things is all of a sudden going to bounce back to the norms that we saw three or four years ago. I think there really are some structural things going on and is evidence by consumer behavior and that’s a reality we’re going to have to deal with going forward with our cough/cold products. I think the good news for us and one of the things that we were keenly interested in with our move into the allergy category with Chloraseptic and Little Remedies was to diversify some of that potential risk on those key brands by getting into additional growth categories. Bill Chappell - Suntrust: Okay and one last question on the wart remover category, I mean was the decline all prices or are you still losing some market share?

We are still losing some market share, but the rate of decline in market share is moderating for us considerably and inline with the expectations we said as we looked at how we thought this year would play out. We are satisfied with the way things are shaking out in those dynamic as we head into the fourth quarter of this year. Bill Chappell - Suntrust: Got it. Thank you.

Your next question comes from the line of Olivia Tong - Bank of America/Merrill Lynch. Olivia Tong – Merrill Lynch: I’m just wondering if you give us any sense of how much the inventory de-stocking played a part and are certain categories more impacted than others?

We don’t have a firm number to give you on that Olivia. I gave you some evidence in terms of the difference between our factory shipments and the underlying consumption of our businesses in the month of November and that trend continued to into December. As far as categories, it seemed to be more effective versus others, now it seems to be occurring across the board as retailers see more and more wiling to pin the number of vitamins in their shelves and in their backrooms and they’re trying to conserve cash and improve their working capital position as well. Obviously, it’s something we are paying very, very close attention to and as I mentioned, a keen point of interest for us as many of these retailers click into their new fiscal years will be to see if any of that behavior moderates through February and March. Olivia Tong – Merrill Lynch: Are you seeing any loss in shelf space at this point?

No, not really. Many of the resets that we go through in the number of our categories have already taken place and so we’ve been able to hold our own on our key brands through those, that the watch out for us going ahead as I mentioned is the increase in interest in private label products by a number of our retailers and while that has evidence itself to manifest itself in major shelf changes yet, it’s certainly something that is going to be part of the dynamic in the months ahead. Olivia Tong – Merrill Lynch: Go it and taking into account, move more towards private-label and consumer sort of looking at price a lot more and then inventory de-stocking things like that. I know, it’s still a little bit early, but is it prudent to assume that the two to four long-term growth on the top line, the long-term target is somewhat at risk for fiscal ‘10 as well?

We haven’t completed our fiscal ‘10 plans yet Olivia, so I’ll be prepared to talk to you about that more in May, but as far as the long-term target of 2% to 4% goes, which is we’ve always said in any given year, we could be above that and we could be below that. We have not come-off that as our long-term goal at this point. Olivia Tong – Merrill Lynch: Got it and then just lastly on advertising expense in Q4. Should we expect a similar run rate to what you saw in Q3, as you sort of continue to build support for the new products?

Well, I think in Q4, you wouldn’t expect the rate in Q3. Remember that Q3 has a heavy dose of spending behind our allergen product introduction. We got those set-in and turned on the consumer support at the tale end of September and then fall allergy season, basically ran out through October in the middle of November. So, we were strongly supporting our Allergen Block products during that period. We’re now in the down drop of the allergy season and it really doesn’t start picking up in earnest as until March. So, while we’ll be back on air and supporting those products in March for a couple of months that type of support will not be repeating itself in the way it did in Q3. So the bottom line is now that the run rate for Q4, you should expect to diminish.

Your next question comes from the line Joe Altobello - Oppenheimer. Joe Altobello – Oppenheimer: First question Mark, I just wanted to go back to what you mentioned with the question from Olivia earlier about the private-label, which categories are you seeing the most emphasis by the retailer and private-label? It sounds like, it’s mostly household care, but I just wanted to confirm that?

Well, we’ve seen them Joe, they express a strong interest in the OTC side as well in moving their presence in OTC up. As you know, most of our OTC categories the private-label presence is under double-digits, it’s mid-to-high single-digits and it’s been fairly stable overtime, but as they look at opportunities to improve their margin structure and certainly, if you look at the opportunities that this economy is giving them to provide a different value equation to their consumers. They are getting more aggressive and publicly stating that in terms of wanting to build their store brands pretty much throughout every isle in the store. So, it’s certainly not restricted to just household, we’re increasing pressure and increasing interest in their part in the OTC isles as well. Joe Altobello - Oppenheimer: Where is the pressure that the most acute, is it Chloraseptic, is it Clear Eyes for example?

No, again there is no one category and they haven’t really started to build out their presence in any category yet Joe. They are talking about in this and more than acting on it right now, but it’s clear from their rhetoric that they are more determined in this area than they perhaps have been in the past. And so we will have to see where they elect and really martial their resources and place their emphasis. I would suspect that they will look at categories that are perhaps more fragmented as the opportunity to drive their presence first versus ones where there are handfuls of strong national brand, but its early days and it’s tough to give you any particular guidance about where they might place a particular degree of emphasis at this point. Joe Altobello - Oppenheimer: This is not one retailer or one channel, it seems like it’s across the board?

Yes, it is across the board and we’re hearing it as much from, the national chain drug guys as we are from, the big mass players. The only ones that aren’t marking a big play in this is the dollar guys at this point, but where we have a lot of our revenue streams in mass and drug is where we are hearing a lot of this and it as you said, not restricted to one or two players. It’s a fairly consistent message from the major players in those channels. Joe Altobello - Oppenheimer: And then in terms of top-line obviously sales are flat, and I apologize if you gave this, but what was overall consumption in the quarter for your brands?

Overall consumption? Joe Altobello – Oppenheimer: I know you gave some monthly numbers.

Yes, overall consumption in the quarter for our brands and this is without some of the unmeasured channels that we don’t have visibility too, which is dollar stores and things like that, but it was about flat as well. Joe Altobello - Oppenheimer: Okay, and then lastly if I could in terms of the direct selling model you guys are moving to now in fiscal 2010, I guess. How is that going to change the overall P&L? Imagine when you probably get some higher gross margins coupled with some higher SG&A spend, but how will the model change or will it change dramatically as they move into next year?

No, it won’t change dramatically at all Joe. If you recall, what we’re really doing is we are taking in our drug and mass and dollar channels, what we are really trying to do is move to a model where we have a direct relationship with the key buyers in each of those channels, meaning that the person that calls on the key buyer is a Prestige employee and Prestige sales person instead of broken, which we have had in many of cases as intermediary between us and that customers So, we are basically swapping broker commission expense out for direct expense. All that falls below the gross margin line and we were able to do that. We have stated, we were planning to do that and we happened to able to do that is essentially breakeven to our EBITDA numbers. So, what we get out of it as we get, we believe considerably improved line of site to our key buyers better ongoing relationships with them, stronger dialogue with them around trade promotion programs around new product innovations, we get to engage them in our innovation planning on a more direct basis. All of which at the end of day build stronger relationships with them, which are obviously increasingly important in these types of economic times. Joe Altobello – Oppenheimer: And if those benefits, 2010 event or beyond?

Just 2010, we have basically done all the restructuring that we need to do, hiring the folks that we want to hire to fill out and round out the direct size of the model and by the time we exit this quarter we’ll have effectively transitioned where transitions need to take place out of our broker network and into that direct selling. So, we expect to accrue the soft benefits of that fully in F10.

(Operator Instructions) The next question comes from the line of Reza Vahabzadeh - Barclays Capital. Reza Vahabzadeh - Barclays Capital: You touched on the private-label issue and yet your PRS was obviously relatively flat and you touched on the some inventory de-stocking, do you think that the quarter also experienced some pantry de-stocking by consumers in the quarter and also have prices caps with private label or with other value brands, have price caps remained about where they have been historically or how they changed?

Let me just circle back on the private label things first. The point I made and this is an important distinction is not that private-label has had a major impact in the current quarter. It’s as we look ahead and as we dialogue with our retail partners, it’s clear that they want to place and increasing emphasis on the presence of their private-label or store brands in the isles in which we compete and in fact across as mentioned earlier, basically all the isles in their store. So, that is more of a forward-looking concern of ours that we are going to need to deal with and it was an impact in the third quarter. To your specific question about price caps in private-label, no we really have seen no change there that has been fairly status quo. In fact, over the last year and particularly during the period were the underlying input costs to our products were increasing dramatically, the private-label folks started same level of increase and a lot of their prices moved up simultaneous with ours. So, gaps are pretty being maintained. With respect to the pantry de-stocking question, we think absolutely and I know we shared that point of view with other CPG firms that in this economic environment people are using up what they have at home with much more diligence than they historically might have had and so for instance, our category, our Chloraseptic products are good for 24 to 36 months in terms of the dating on them and yet with the advent of any cough/cold season, consumer might look in their pantry and see that they have got a third of a box left of Chloraseptic Lozenges and in prior years might have just tossed and go on ahead and bought a new box. This year, we firmly believe some of those consumers are choosing to use up what they have got in the pantry fully use it up, before they got and make their next purchase. Reza Vahabzadeh - Barclays Capital: And do you think you have to promote significantly more at store level than in the past to be able to maintain traction at store level and what’s your key customers?

I think that’s going to be a selective question and we are going to look at that on a brand-by-brand basis. Clearly consumers are evaluating, the value equation more rigorously than ever and probably placing more emphasis on the price side of that value equation as in they ever have before and so as we move forward, we are going to need to be very cognizant of that and in categories where we deem it appropriate without sacrificing or undermining our core equities, it’s conceivable that price promotion will become a bigger part of our short-term marketing mix, but I wouldn’t not make that an across the board statement at this point. We are going to evaluate that obviously as I said, selectively.

Your final question comes from the line of Jon Andersen - William Blair. Jon Andersen - William Blair: A couple of questions, one, in light of your comments on private-label in retailers, wanting to emphasize private-label across the store or broadly how does that impact to the way you approach or organize your kind of research and development function and activities? It’s sounds like, you look at pushing innovation down the brand continue?

Yes, absolutely Jon. You hit the nail on the head to my earlier comments, the way we have succeed in a private-label environment going forward, I don’t think changes dramatically from what the formula for success has been in the past, which is to continue to be able to offer the retailer a national brand that’s fully supported and that continues to innovate. So that they have that equation to offer their consumers, at the same time, they’re coming in with their private-label and that is part and parcel, the reason we want to push the innovation down or continuing, so that across the broader spectrum of our brand. We can continue to offer not just the national brand that has a high consumer IQ, if you will, a high recognition factor with consumers, but one that continues to provide the retailer with a reason for being and a reason to stick on the shelf and that’s where innovation comes in. Jon Andersen - William Blair: Do you think there are some cost implications looking ahead in terms of in the amount of investments in R&D and/or advertising promotion spending?

No, I don’t think there are dramatic ones. Jon, clearly we’ll need to continue to spend against our R&D efforts as we historically have, but remember our model is not heavily relying on internal expenditures. We do an awful lot of that cost sharing with the partners that ultimately provide us the innovation and then the commercialization scale up of that innovation. So, we outsource an awful lot of that and that model we don’t expect to change. I think to your point about the A&P side of it, I think, yes we’ll also need to move our A&P support, to strengthen our A&P support across a broader set or spectrum of our brand, but as I also mentioned, we believe we can find the ways to do that through other cost savings opportunities inside our model and so not dramatically increase the impact of the bottom line of any moves in our A&P structure. Jon Andersen - William Blair: Last question, in the flat top-line in the third quarter. Can you give us any color on, how the sales progressed through the quarter? Did you see the growth deteriorate as we move to quarter-end and in light of kind of the expectation that Q4 would continue to be challenging?

Q4 will no doubt be challenging and you may recall from my remarks then I said, it was A Tail of Two Cities or Jekyll and Hyde; I think I used the expression Q3 for it. We had a strong October, but November and December, both saw erosion versus year ago and it wouldn’t be surprising to us to see that continue into Q4. It really was almost an overnight change and it seemed the way both consumers and retailers behaved as we moved through quarter.

As there are no further questions in queue, I would now like to turn the call back to Mr. Mark Pettie for closing remarks.

Again, we appreciate your time and your interest this morning and as I said, we’ll look forward to talking with you all in about three months. We will spend certainly more time on Q4 and also on our plans for fiscal ‘10. Thank you.

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