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•	The high level of competition in our industry and markets;

•	Our inability to increase organic growth via new product introductions, line extensions, increased spending on advertising and promotional support, and other new sales and marketing strategies;

•	Our dependence on a limited number of customers for a large portion of our sales;

•	Our inability to successfully identify, negotiate, complete and integrate suitable acquisition candidates and to obtain necessary financing;

•	Our inability to invest successfully in research and development;

•	Changes in inventory management practices by retailers;

•	Our inability to grow our international sales;

•	General economic conditions affecting sales of our products and their respective markets;

•	Economic factors, such as increases in interest rates and currency exchange rate fluctuations;

•	Business, regulatory and other conditions affecting retailers;

•	Changing consumer trends, additional store brand competition or other pricing pressures which may cause us to lower our prices;

•	Our dependence on third-party manufacturers to produce many of the products we sell;

•	Price increases for raw materials, labor, energy and transportation costs, and for other input costs;

•	Disruptions in our distribution center or manufacturing facility;

•	Acquisitions, dispositions or other strategic transactions diverting managerial resources, the incurrence of additional liabilities or problems associated with integration of those businesses and facilities;

•	Actions of government agencies in connection with our products, advertising or regulatory matters governing our industry;

•	Product liability claims, product recalls and related negative publicity;

•	Our inability to protect our intellectual property rights;

•	Our dependence on third parties for intellectual property relating to some of the products we sell;

•	Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value based on adverse operating results;

•	Our dependence on key personnel;

•	Shortages of supply of sourced goods or interruptions in the manufacturing of our products;

•	The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;

•	Our level of indebtedness and possible inability to service our debt;

•	Our ability to obtain additional financing; and

•	The restrictions imposed by our financing agreements on our operations.

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•	Develop and execute effective sales, advertising and marketing programs;

•	Integrate acquired brands;

•	Develop innovative new products;

•	Respond to the technological advances and product introductions of our competitors; and

•	Continue to grow our presence in the United States and international markets.

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(1)

We have prepared the information included in this Annual Report on Form 10-K with regard to the market position for our brands based in part on data generated by Information Resources, Inc., an independent market research firm (“IRI”). IRI reports total U.S. Multi-Outlet retail sales data in the food, drug, mass merchandise markets (including Walmart), dollar stores (Dollar General, Family Dollar, Fred's), selected warehouse clubs (BJ's and Sam's) and DeCA military commissaries and convenience stores, representing approximately 90% of Prestige Brands' categories for retail sales.

(2)	“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.

(3)

Gaviscon is distributed by us in Canada only, and the market information was generated by Nielsen, an independent third party market research firm for the period ending March 4, 2017. Figures represent national, all channel retail sales data in the food, drug, mass merchandise (e.g. Walmart), general merchandise (e.g. Dollarama), and warehouse club stores (e.g. Costco). Data reported for warehouse club and general merchandise is calculated based on home scan panel data, and not direct point of sale data.

(4)

The brands from our Care Pharmaceuticals Pty. Ltd. subsidiary ("Care Pharma") includes the Fess line of cold/allergy and saline nasal health products, which is the leading saline spray for both adults and children in Australia, and Hydralyte, which is the leading OTC brand in oral rehydration in Australia. Market information was generated by IRI Aztec, an independent market research firm, for the period ending March 19, 2017.

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•	Effective Marketing and Advertising;

•	Sales Excellence;

•	Extraordinary Customer Service;

•	Innovation and Product Development; and

•	Strategic Acquisitions

•	Investments in Advertising and Promotion

•	Growing our Categories and Market Share with Innovative New Products

•	Increasing Distribution Across Multiple Channels

•	Growing Our International Business

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•	Pursuing Strategic Acquisitions

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•	North American OTC Healthcare;

•	International OTC Healthcare; and

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•	Household Cleaning.

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(1)	Includes estimates for some of our wholesale customers that service more than one distribution channel.

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•	Difficulties achieving our expected returns, margins, synergies and profitability;

•	Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;

•	Difficulties in realizing the benefits of the acquired company or products;

•	Higher costs of integration than we anticipated;

•	Exposure to unexpected liabilities of the acquired business;

•	Difficulties in retaining key employees of the acquired business who are necessary to operate the business;

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•	Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or

•	Adverse customer or stockholder reaction to the acquisition.

•	Political instability or declining economic conditions in the countries or regions where we operate that adversely affect sales of our products;

•	Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;

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•	Fluctuating foreign exchange rates that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;

•	Compliance with laws and regulations concerning ethical business practices;

•	Trade restrictions and exchange controls;

•	Difficulties in staffing and managing international operations;

•	Difficulty in protecting our intellectual property rights in these markets; and

•	Increased costs of compliance with general business and tax regulations in these countries or regions.

•	Suspend manufacturing operations;

•	Modify product formulations or processes;

•	Suspend the sale or require a recall of products with non-complying specifications; or

•	Change product labeling, packaging, marketing, or advertising, recall non-compliant products, or take other corrective action.

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•	Increase our vulnerability to general adverse economic and industry conditions;

•	Limit our ability to engage in strategic acquisitions;

•	Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•	Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•	Place us at a competitive disadvantage compared to our competitors that have less debt; and

•	Limit, among other things, our ability to borrow additional funds on favorable terms or at all.

•	Borrow money or issue guarantees;

•	Pay dividends, repurchase stock from, or make other restricted payments to, stockholders;

•	Make investments or acquisitions;

•	Use assets as security in other transactions;

•	Sell assets or merge with or into other companies;

•	Enter into transactions with affiliates;

•	Sell stock in our subsidiaries; and

•	Direct our subsidiaries to pay dividends or make other payments to us.

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•	The timing of when we make acquisitions or introduce new products;

•	Our inability to increase the sales of our existing products and expand their distribution;

•	The timing of the introduction or return to the market of competitive products and the introduction of store brand products;

•	Inventory management resulting from consolidation among our customers;

•	Adverse regulatory or market events in the United States or in our international markets;

•	Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;

•	Seasonality of our products;

•	Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs;

•	The discontinuation and return of our products from retailers;

•	Our ability to recruit, train and retain qualified employees, and the costs associated with those activities;

•	Changes in advertising and promotional activities and expansion to new markets;

•	Negative publicity relating to us and the products we sell;

•	Litigation matters;

•	Unanticipated increases in infrastructure costs;

•	Impairment of goodwill or long-lived assets;

•	Changes in interest rates; and

•	Changes in accounting, tax, regulatory or other rules applicable to our business.

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•	changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company;

•	an increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill;

•	transfer pricing adjustments;

•	tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place;

•	a change in our decision to indefinitely reinvest foreign earnings;

•	changes in accounting principles; and

•	changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.

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(1)

The Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded.  The peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Monster Beverage Corp., (vi) Impax Laboratories, Inc., (vii) Snyders-Lance Inc., (viii) Revlon, Inc., (ix) Lancaster Colony Corp, (x) Akorn, Inc., (xi) Edgewell Personal Care Company, (xii) Energizer Holdings, Inc. and (xiii) Calavo Growers, Inc.

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(1)	For 2017, 2016, 2015, 2014, and 2013, cost of sales included $3.0 million, $1.4 million, $2.2 million, $0.6 million and $6.1 million, respectively, of charges related to inventory step-up and other costs associated with acquisitions.

(2)	For 2017, advertising and promotion expense included $2.2 million of additional costs related to the integration of the Fleet acquisition.

(3)	For 2017, 2016, 2015, and 2014, general and administrative expense included $16.0 million, $2.4 million, $13.9 million, and $1.1 million, respectively, of costs related to acquisitions. For 2016, an additional $1.4 million of costs associated with a Chief Executive Officer transition was included in general and administrative expense.

(4)	For 2017, interest expense, net included $8.3 million of bank commitment fees related to the recently acquired Fleet business.

(5)

Effective April 1, 2015, the Company elected to change its method of presentation relating to debt issuance costs in accordance with Accounting Standards Update ("ASU") 2015-03. Prior to 2016, the Company's policy was to present these costs in other-long term assets on the balance sheet, net of accumulated amortization. Beginning in 2016, the Company has presented these fees as a direct deduction to the related long-term debt. As a result, in 2015, 2014, and 2013, we reclassified $27.4 million, $21.9 million, and $23.5 million, respectively, of deferred financing costs from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

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•	Brand History

•	Market Position

•	Recent and Projected Sales Growth

•	History of and Potential for Product Extensions

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•	Reviews period-to-period sales and profitability by brand;

•	Analyzes industry trends and projects brand growth rates;

•	Prepares annual sales forecasts;

•	Evaluates advertising effectiveness;

•	Analyzes gross margins;

•	Reviews contractual benefits or limitations;

•	Monitors competitors’ advertising spend and product innovation;

•	Prepares projections to measure brand viability over the estimated useful life of the intangible asset; and

•	Considers the regulatory environment, as well as industry litigation.

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•	Type of instrument (i.e., restricted shares, stock options, warrants or performance shares);

•	Strike price of the instrument;

•	Market price of our common stock on the date of grant;

•	Discount rates;

•	Duration of the instrument; and

•	Volatility of our common stock in the public market.

•	Rules and regulations promulgated by regulatory agencies;

•	Sufficiency of the evidence in support of our position;

•	Anticipated costs to support our position; and

•	Likelihood of a positive outcome.

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•	$400.0 million of 5.375% 2013 Senior Notes due 2021;

•	$350.0 million of 6.375% 2016 Senior Notes due 2024;

•	$1,382.0 million of borrowings under the Term B-4 Loans; and

•	$90.0 million of borrowings under the 2012 ABL Revolver.

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Have a leverage ratio of less than 7.75 to 1.0 for the quarter ended March 31, 2017 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”)). Our leverage ratio requirement decreases over time to 7.50 to 1.0 on September 30, 2017, 7.25 to 1 on March 31, 2018 and 0.25 to 1.0 per quarter until December 31, 2018 and 6.50 to 1 thereafter;

•	Have an interest coverage ratio of greater than 2.00 to 1.0 for the quarter ended March 31, 2017 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 2.25 to 1.0 on March 31, 2018 and remains level thereafter; and

•	Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended March 31, 2017 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.

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(1)

Represents the estimated interest obligations on the outstanding balances at March 31, 2017 of the 2013 Senior Notes, 2016 Senior Notes, Term B-4 Loans, and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of 5.6%.  Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.

(2)	Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.

(3)	Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures.  Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.

(4)	We have excluded minimum sublease rentals of $0.7 million due in the future under non-cancelable subleases. Refer to Note 18 for further details.

(5)	We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.

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(a)(1)	Financial Statements

(a)(2)	Financial Statement Schedules

(b)	Exhibits

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(a)	30 days after the date of termination of Employee’s employment for any reason other than (i) by reason of the Employee’s death or Disability, (ii) by reason of the Employee’s Retirement, or (iii) by the Company for Cause, provided that the Employee does not engage in Competition during such 30-day period unless he or she receives written consent to do so from the Board or the Committee;

(b)	90 days after the date of termination of the Employee’s employment by reason of his or her Retirement, provided that the Employee does not engage in Competition during such 90-day period unless he or she receives written consent to do so from the Board or the Committee;

(c)	180 days after the date of termination of the Employee’s employment by reason of his or her death or Disability, provided that the Employee does not engage in Competition during such 180-day period unless he or she receives written consent to do so from the Board or the Committee; or

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(d)	immediately upon the date of termination of the Employee’s employment by the Company for Cause.

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3.

Performance-Based Vesting Schedule:    The Performance Units will be earned, in whole, in part or not at all, based on the Participant’s continued employment with the Company through the Confirmation Date and the Company’s Cumulative Net Sales and Cumulative EBITDA over the Performance Period, as determined in accordance with the following matrices. In each case, payouts between performance levels will be determined based on straight line interpolation.

4.

Determination of Payout: No later than sixty (60) days after the end of the Performance Period (the “Confirmation Date”), the Committee shall determine and certify (i) the Company’s Cumulative Net Sales and Cumulative EBITDA for the Performance Period and (ii) the resulting Performance Multiplier. Subject to Section 4 in the event of a Change in Control, the Target Award shall be multiplied by the Performance Multiplier to determine the number of Performance Units earned and vested (“Confirmed Performance Units”). The Performance Multiplier to be applied to the Target Award is calculated by adding together the “Performance Multiplier” under the performance matrix for each of Cumulative Net Sales and Cumulative EBITDA, as set forth above. For example, if the Performance Multiplier for Cumulative Net Sales is 30% and the Performance Multiplier for

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