Condensed Consolidating Financial Statements

As described in Note 10, Prestige Brands Holdings, Inc., together with certain of our 100% owned subsidiaries, has fully and unconditionally guaranteed, on a joint and several basis, the obligations of Prestige Brands, Inc. (a 100% owned subsidiary of the Company) set forth in the indentures governing the 2016 Senior Notes and the 2013 Senior Notes, including the obligation to pay principal and interest with respect to the 2016 Senior Notes and the 2013 Senior Notes. The 100% owned subsidiaries of the Company that have guaranteed the 2016 Senior Notes and the 2013 Senior Notes are as follows: Prestige Services Corp., Prestige Brands Holdings, Inc. (a Virginia corporation), Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., Medtech Personal Products Corporation, The Spic and Span Company, Blacksmith Brands, Inc., Insight Pharmaceuticals Corporation, Insight Pharmaceuticals, LLC, Practical Health Products, Inc., DenTek Holdings, Inc., C.B. Fleet Topco, LLC, C.B. Fleet Holdco, LLC, C.B.Fleet, LLC, C.B. Fleet Company, Incorporated, Peaks HBC Company, Inc., C.B. Fleet Investment Corporation, C.B.Fleet International, Inc., C.B. Fleet Holding Company, Incorporated, Medtech Online, Inc. and DenTek Oral Care, Inc. (collectively, the "Subsidiary Guarantors"). A significant portion of our operating income and cash flow is generated by our subsidiaries. As a result, funds necessary to meet Prestige Brands, Inc.'s debt service obligations are provided in part by distributions or advances from our subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of our subsidiaries, could limit Prestige Brands, Inc.'s ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including the payment of principal and interest on the 2016 Senior Notes and the 2013 Senior Notes. Although holders of the 2016 Senior Notes and the 2013 Senior Notes will be direct creditors of the guarantors of the 2016 Senior Notes and the 2013 Senior Notes by virtue of the guarantees, we have indirect subsidiaries located primarily in the United Kingdom, the Netherlands, Singapore and Australia (collectively, the "Non-Guarantor Subsidiaries") that have not guaranteed the 2016 Senior Notes or the 2013 Senior Notes, and such subsidiaries will not be obligated with respect to the 2016 Senior Notes or the 2013 Senior Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have priority with respect to the assets and earnings of such companies over the claims of the holders of the 2016 Senior Notes and the 2013 Senior Notes.

Presented below are supplemental Condensed Consolidating Balance Sheets as of March 31, 2017 and 2016 and Condensed Consolidating Income and Comprehensive Income Statements and Condensed Consolidating Statements of Cash Flows for each year in the three year period ended March 31, 2017. Such consolidating information includes separate columns for:

a) Prestige Brands Holdings, Inc., the parent,

b) Prestige Brands, Inc., the Issuer or the Borrower,

c) Combined Subsidiary Guarantors,

d) Combined Non-Guarantor Subsidiaries, and

e) Elimination entries necessary to consolidate the Company and all of its subsidiaries.

The Condensed Consolidating Financial Statements are presented using the equity method of accounting for investments in our 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this note should be read in conjunction with the Consolidated Financial Statements presented and other notes related thereto contained in this Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

Condensed Consolidating Statement of Income and Comprehensive Income

Year Ended March 31, 2017



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	112,557		$	708,335		$	64,422		$	(4,201	)	$	881,113
Other revenues	—			295			1,033			1,655			(2,036		)	947
Total revenues	—			112,852			709,368			66,077			(6,237		)	882,060

Cost of Sales
Cost of sales	—			49,101			311,813			26,666			(5,806		)	381,774
Gross profit	—			63,751			397,555			39,411			(431		)	500,286

Operating Expenses
Advertising and promotion	—			13,581			101,573			13,205			—			128,359
General and administrative	6,612			9,033			65,528			7,970			—			89,143
Depreciation and amortization	3,170			634			21,013			534			—			25,351
Loss on divestitures	—			—			51,820			—			—			51,820
Total operating expenses	9,782			23,248			239,934			21,709			—			294,673
Operating income (loss)	(9,782		)	40,503			157,621			17,702			(431		)	205,613

Other (income) expense
Interest income	(47,881		)	(85,064		)	(5,644		)	(1,217		)	139,603			(203		)
Interest expense	33,734			93,538			100,233			5,644			(139,603		)	93,546
Loss on extinguishment of debt	—			1,420			—			—			—			1,420
Equity in (income) loss of subsidiaries	(67,467		)	(49,302		)	(9,481		)	—			126,250			—
Total other (income) expense	(81,614		)	(39,408		)	85,108			4,427			126,250			94,763
Income (loss) before income taxes	71,832			79,911			72,513			13,275			(126,681		)	110,850
Provision for income taxes	2,437			11,448			23,776			3,794			—			41,455
Net income (loss)	$	69,395		$	68,463		$	48,737		$	9,481		$	(126,681	)	$	69,395

Comprehensive income, net of tax:
Currency translation adjustments	(2,575		)	(2,575		)	(2,575		)	(2,575		)	7,725			(2,575		)
Unrecognized net loss on pension plans	(252		)	(252		)	(252		)	—			504			(252		)
Total other comprehensive income (loss)	(2,827		)	(2,827		)	(2,827		)	(2,575		)	8,229			(2,827		)
Comprehensive income (loss)	$	66,568		$	65,636		$	45,910		$	6,906		$	(118,452	)	$	66,568

Condensed Consolidating Statement of Income and Comprehensive Income

Year Ended March 31, 2016



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	111,747		$	643,330		$	50,672		$	(2,661	)	$	803,088
Other revenues	—			347			3,116			1,776			(2,080		)	3,159
Total revenues	—			112,094			646,446			52,448			(4,741		)	806,247

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			45,763			280,169			18,459			(5,355		)	339,036
Gross profit	—			66,331			366,277			33,989			614			467,211

Operating Expenses
Advertising and promotion	—			9,465			90,353			10,984			—			110,802
General and administrative	5,737			9,098			51,198			6,385			—			72,418
Depreciation and amortization	4,050			594			18,617			415			—			23,676
Total operating expenses	9,787			19,157			160,168			17,784			—			206,896
Operating income (loss)	(9,787		)	47,174			206,109			16,205			614			260,315

Other (income) expense
Interest income	(48,342		)	(85,882		)	(5,087		)	(531		)	139,680			(162		)
Interest expense	34,553			84,822			100,540			5,087			(139,680		)	85,322
Loss on extinguishment of debt	—			17,970			—			—			—			17,970
Equity in (income) loss of subsidiaries	(98,803		)	(70,953		)	(8,564		)	—			178,320			—
Total other (income) expense	(112,592		)	(54,043		)	86,889			4,556			178,320			103,130
Income (loss) before income taxes	102,805			101,217			119,220			11,649			(177,706		)	157,185
Provision for income taxes	2,898			11,016			40,279			3,085			—			57,278
Net income (loss)	$	99,907		$	90,201		$	78,941		$	8,564		$	(177,706	)	$	99,907

Comprehensive income, net of tax:
Currency translation adjustments	(113		)	(113		)	(113		)	(113		)	339			(113		)
Total other comprehensive (loss) income	(113		)	(113		)	(113		)	(113		)	339			(113		)
Comprehensive income (loss)	$	99,794		$	90,088		$	78,828		$	8,451		$	(177,367	)	$	99,794

Condensed Consolidating Statement of Income and Comprehensive Income

Year Ended March 31, 2015



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	106,439		$	555,388		$	51,630		$	(3,387	)	$	710,070
Other revenues	—			385			4,452			1,497			(1,781		)	4,553
Total revenues	—			106,824			559,840			53,127			(5,168		)	714,623

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			39,637			254,670			19,127			(5,034		)	308,400
Gross profit	—			67,187			305,170			34,000			(134		)	406,223

Operating Expenses
Advertising and promotion	—			8,828			79,944			10,879			—			99,651
General and administrative	4,571			9,090			55,209			12,403			—			81,273
Depreciation and amortization	3,381			592			12,752			1,015			—			17,740
Total operating expenses	7,952			18,510			147,905			24,297			—			198,664
Operating income (loss)	(7,952		)	48,677			157,265			9,703			(134		)	207,559

Other (income) expense
Interest income	(48,543		)	(73,755		)	(5,373		)	(456		)	128,035			(92		)
Interest expense	34,198			81,326			88,464			5,373			(128,035		)	81,326
Gain on sale of asset	—			—			(1,133		)	—			—			(1,133		)
Equity in (income) loss of subsidiaries	(76,383		)	(51,573		)	(2,013		)	—			129,969			—
Total other expense (income)	(90,728		)	(44,002		)	79,945			4,917			129,969			80,101
Income (loss) before income taxes	82,776			92,679			77,320			4,786			(130,103		)	127,458
Provision for income taxes	4,516			14,798			27,111			2,773			—			49,198
Net income (loss)	$	78,260		$	77,881		$	50,209		$	2,013		$	(130,103	)	$	78,260

Comprehensive income, net of tax:
Currency translation adjustments	(24,151		)	(24,151		)	(24,151		)	(24,151		)	72,453			(24,151		)
Total other comprehensive income (loss)	(24,151		)	(24,151		)	(24,151		)	(24,151		)	72,453			(24,151		)
Comprehensive income (loss)	$	54,109		$	53,730		$	26,058		$	(22,138	)	$	(57,650	)	$	54,109

Condensed Consolidating Balance Sheet

March 31, 2017



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	6,168		$	—		$	4,984		$	30,703		$	—		$	41,855
Accounts receivable, net	—			15,787			105,403			15,552			—			136,742
Inventories	—			16,484			89,255			10,833			(963		)	115,609
Prepaid expenses and other current assets	15,072			245			23,444			1,467			—			40,228
Total current assets	21,240			32,516			223,086			58,555			(963		)	334,434

Property, plant and equipment, net	7,300			439			42,260			596			—			50,595
Goodwill	—			66,007			516,691			32,554			—			615,252
Intangible assets, net	—			191,253			2,622,226			90,134			—			2,903,613
Other long-term assets	2,500			2,774			1,170			1,010			—			7,454
Intercompany receivables	1,510,308			2,477,928			1,832,286			193,609			(6,014,131		)	—
Investment in subsidiary	1,708,095			2,397,916			276,933			—			(4,382,944		)	—
Total Assets	$	3,249,443		$	5,168,833		$	5,514,652		$	376,458		$	(10,398,038	)	$	3,911,348

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	2,150		$	14,576		$	49,025		$	4,467		$	—		$	70,218
Accrued interest payable	—			8,130			—			—			—			8,130
Other accrued liabilities	12,905			2,432			59,711			8,613			—			83,661
Total current liabilities	15,055			25,138			108,736			13,080			—			162,009

Long-term debt
Principal amount	—			2,222,000			—			—			—			2,222,000
Less unamortized debt costs	—			(28,268		)	—			—			—			(28,268		)
Long-term debt, net	—			2,193,732			—			—			—			2,193,732

Deferred income tax liabilities	—			55,945			659,132			9			—			715,086
Other long-term liabilities	—			—			17,920			52			—			17,972
Intercompany payables	2,411,839			1,260,499			2,253,319			88,474			(6,014,131		)	—
Total Liabilities	2,426,894			3,535,314			3,039,107			101,615			(6,014,131		)	3,088,799

Stockholders' Equity
Common stock	533			—			—			—			—			533
Additional paid-in capital	458,255			1,280,947			2,183,644			269,234			(3,733,825		)	458,255
Treasury stock, at cost	(6,594		)	—			—			—			—			(6,594		)
Accumulated other comprehensive income (loss), net of tax	(26,352		)	(26,352		)	(26,352		)	(26,100		)	78,804			(26,352		)
Retained earnings (accumulated deficit)	396,707			378,924			318,253			31,709			(728,886		)	396,707
Total Stockholders' Equity	822,549			1,633,519			2,475,545			274,843			(4,383,907		)	822,549
Total Liabilities and Stockholders' Equity	$	3,249,443		$	5,168,833		$	5,514,652		$	376,458		$	(10,398,038	)	$	3,911,348

Condensed Consolidating Balance Sheet

March 31, 2016



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	4,440		$	—		$	2,899		$	19,891		$	—		$	27,230
Accounts receivable, net	—			12,025			74,446			8,776			—			95,247
Inventories	—			9,411			72,296			10,088			(532		)	91,263
Deferred income tax assets	316			681			8,293			818			—			10,108
Prepaid expenses and other current assets	15,311			257			8,379			1,218			—			25,165
Total current assets	20,067			22,374			166,313			40,791			(532		)	249,013

Property and equipment, net	9,166			210			5,528			636			—			15,540
Goodwill	—			66,007			271,409			22,775			—			360,191
Intangible assets, net	—			191,789			2,042,640			88,294			—			2,322,723
Other long-term assets	—			1,324			—			—			—			1,324
Intercompany receivables	1,457,011			2,703,192			1,083,488			10,738			(5,254,429		)	—
Investment in subsidiary	1,641,477			1,527,718			81,545			—			(3,250,740		)	—
Total Assets	$	3,127,721		$	4,512,614		$	3,650,923		$	163,234		$	(8,505,701	)	$	2,948,791

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	2,914		$	7,643		$	24,437		$	3,302		$	—		$	38,296
Accrued interest payable	—			8,664			—			—			—			8,664
Other accrued liabilities	12,285			1,714			38,734			6,991			—			59,724
Total current liabilities	15,199			18,021			63,171			10,293			—			106,684

Long-term debt
Principal amount	—			1,652,500			—			—			—			1,652,500
Less unamortized debt costs	—			(27,191		)	—			—			—			(27,191		)
Long-term debt, net	—			1,625,309			—			—			—			1,625,309

Deferred income tax liabilities	—			60,317			408,893			412			—			469,622
Other long-term liabilities	—			—			2,682			158			—			2,840
Intercompany payables	2,368,186			1,241,084			1,570,265			74,894			(5,254,429		)	—
Total Liabilities	2,383,385			2,944,731			2,045,011			85,757			(5,254,429		)	2,204,455

Stockholders' Equity
Common Stock	530			—			—			—			—			530
Additional paid-in capital	445,182			1,280,947			1,359,921			78,774			(2,719,642		)	445,182
Treasury stock, at cost	(5,163		)	—			—			—			—			(5,163		)
Accumulated other comprehensive income (loss), net of tax	(23,525		)	(23,525		)	(23,525		)	(23,525		)	70,575			(23,525		)
Retained earnings (accumulated deficit)	327,312			310,461			269,516			22,228			(602,205		)	327,312
Total Stockholders' Equity	744,336			1,567,883			1,605,912			77,477			(3,251,272		)	744,336
Total Liabilities and Stockholders’ Equity	$	3,127,721		$	4,512,614		$	3,650,923		$	163,234		$	(8,505,701	)	$	2,948,791

Condensed Consolidating Statement of Cash Flows

Year Ended March 31, 2017



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	69,395		$	68,463		$	48,737		$	9,481		$	(126,681	)	$	69,395
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,170			634			21,454			534			—			25,792
Loss on divestitures and sales of property and equipment	—			—			51,820			—			—			51,820
Deferred income taxes	316			(3,691		)	(1,934		)	(469		)	—			(5,778		)
Long term income taxes payable	—			—			581			—			—			581
Amortization of debt origination costs	—			8,633			—			—			—			8,633
Stock-based compensation costs	8,148			—			—						—			8,148
Loss on extinguishment of debt	—			1,420			—			—			—			1,420
Lease termination costs	—			—			524			—			—			524
Loss on sale or disposal of property and equipment	—			—			573			—			—			573
Equity in income of subsidiaries	(67,467		)	(49,302		)	(9,481		)	—			126,250			—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	—			(3,762		)	(5,725		)	(9,451		)	—			(18,938		)
Inventories	—			(7,073		)	(2,856		)	(764		)	431			(10,262		)
Prepaid expenses and other current assets	(2,261		)	(1,428		)	1,235			458			—			(1,996		)
Accounts payable	(790		)	6,933			14,155			1,149			—			21,447
Accrued liabilities	620			184			1,798			(105		)	—			2,497
Noncurrent assets and liabilities	—			—			(6,084		)	—			—			(6,084		)
Net cash provided by operating activities	11,131			21,011			114,797			833			—			147,772

Investing Activities
Purchases of property and equipment	(1,153		)	(327		)	(1,378		)	(119		)	—			(2,977		)
Proceeds from divestitures	—			—			110,717			—			—			110,717
Proceeds from the sale of property and equipment	—			—			85						—			85
Proceeds from DenTek working capital arbitration settlement	—			—			1,419			—			—			1,419
Acquisition of C.B. Fleet, less cash acquired	—			—			(803,839		)	—			—			(803,839		)
Intercompany activity, net	—			(823,723		)	823,723			—			—			—
Net cash (used in) provided by investing activities	(1,153		)	(824,050		)	130,727			(119		)	—			(694,595		)

Financing Activities
Proceeds from issuance of Term Loan	—			1,427,000			—			—			—			1,427,000
Term Loan repayments resulting from refinancing	—			(687,000		)	—			—			—			(687,000		)
Term Loan repayments	—			(175,500		)	—			—			—			(175,500		)
Borrowings under revolving credit agreement	—			110,000			—			—			—			110,000
Repayments under revolving credit agreement	—			(105,000		)	—			—			—			(105,000		)
Payments of debt origination costs	—			(11,140		)	—			—			—			(11,140		)
Proceeds from exercise of stock options	4,028			—			—			—			—			4,028
Excess tax benefits from share-based awards	900			—			—			—			—			900
Fair value of shares surrendered as payment of tax withholding	(1,431		)	—			—			—			—			(1,431		)
Intercompany activity, net	(11,747		)	244,679			(243,439		)	10,507			—			—
Net cash provided by (used in) financing activities	(8,250		)	803,039			(243,439		)	10,507			—			561,857

Effects of exchange rate changes on cash and cash equivalents	—			—			—			(409		)	—			(409		)
Increase in cash and cash equivalents	1,728			—			2,085			10,812			—			14,625
Cash and cash equivalents - beginning of year	4,440			—			2,899			19,891			—			27,230
Cash and cash equivalents - end of year	$	6,168		$	—		$	4,984		$	30,703		$	—		$	41,855

Condensed Consolidating Statement of Cash Flows

Year Ended March 31, 2016



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	99,907		$	90,201		$	78,941		$	8,564		$	(177,706	)	$	99,907
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4,050			594			18,617			415			—			23,676
Deferred income taxes	136			1,272			45,070			(326		)	—			46,152
Long-term income taxes payable	—			—			(332		)	—			—			(332		)
Amortization of debt origination costs	—			8,994			—			—			—			8,994
Stock-based compensation costs	9,794			—			—			160			—			9,954
Loss on extinguishment of debt	—			17,970			—			—			—			17,970
Premium payment on 2012 Senior Notes	—			(10,158		)	—			—			—			(10,158		)
(Gain) loss on sale or disposal of property and equipment	—			—			1			(36		)	—			(35		)
Equity in income of subsidiaries	(98,803		)	(70,953		)	(8,564		)	—			178,320			—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	—			2,514			(388		)	(302		)	—			1,824
Inventories	—			(744		)	213			(1,860		)	(614		)	(3,005		)
Prepaid expenses and other current assets	(9,580		)	(116		)	1,977			(202		)	—			(7,921		)
Accounts payable	929			814			(11,284		)	(1,807		)	—			(11,348		)
Accrued liabilities	1,907			(2,749		)	(1,943		)	1,457			—			(1,328		)
Net cash provided by operating activities	8,340			37,639			122,308			6,063			—			174,350

Investing Activities
Purchases of property and equipment	(2,460		)	(93		)	(521		)	(494		)	—			(3,568		)
Proceeds from the sale of property and equipment	—			—			—			344			—			344
Proceeds from Insight Pharmaceuticals working capital arbitration settlement	—			—			7,237			—			—			7,237
Acquisition of DenTek, less cash acquired	—			—			(226,984		)	—			—			(226,984		)
Intercompany activity, net	—			(228,343		)	228,343			—			—			—
Net cash (used in) provided by investing activities	(2,460		)	(228,436		)	8,075			(150		)	—			(222,971		)

Financing Activities
Proceeds from issuance of 2016 Senior Notes	—			350,000			—			—			—			350,000
Repayment of 2012 Senior Notes	—			(250,000		)	—			—			—			(250,000		)
Borrowings under Bridge term loans	—			80,000			—			—			—			80,000
Repayments under Bridge term loans	—			(80,000		)	—			—			—			(80,000		)
Term loan repayments	—			(60,000		)	—			—			—			(60,000		)
Borrowings under revolving credit agreement	—			115,000			—			—			—			115,000
Repayments under revolving credit agreement	—			(96,100		)	—			—			—			(96,100		)
Payments of debt origination costs	—			(11,828		)	—			—			—			(11,828		)
Proceeds from exercise of stock options	6,689			—			—			—			—			6,689
Proceeds from restricted stock exercises	544			—			—			—			—			544
Excess tax benefits from share-based awards	1,960			—			—			—			—			1,960
Fair value of shares surrendered as payment of tax withholding	(2,229		)	—			—			—			—			(2,229		)
Intercompany activity, net	(19,791		)	143,725			(127,484		)	3,550			—			—
Net cash provided by (used in) financing activities	(12,827		)	190,797			(127,484		)	3,550			—			54,036

Effect of exchange rate changes on cash and cash equivalents	—			—			—			497			—			497
Increase (decrease) in cash and cash equivalents	(6,947		)	—			2,899			9,960			—			5,912
Cash and cash equivalents - beginning of year	11,387			—			—			9,931			—			21,318
Cash and cash equivalents - end of year	$	4,440		$	—		$	2,899		$	19,891		$	—		$	27,230

Condensed Consolidating Statement of Cash Flows

Year Ended March 31, 2015



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	78,260		$	77,881		$	50,209		$	2,013		$	(130,103	)	$	78,260
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,381			592			12,752			1,015			—			17,740
Gain on sale of asset	—			—			(1,133		)	—			—			(1,133		)
Deferred income taxes	(192		)	2,462			26,795			(143		)	—			28,922
Long-term income taxes payable	—			—			2,294			—			—			2,294
Amortization of debt origination costs	—			8,821			—			—			—			8,821
Stock-based compensation costs	6,918			—			—			—			—			6,918
Lease termination costs	—			—			785			—			—			785
Loss on sale or disposal of equipment	—			—			—			321			—			321
Equity in income of subsidiaries	(76,383		)	(51,573		)	(2,013		)	—			129,969			—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	473			(294		)	5,146			(3,717		)	—			1,608
Inventories	—			5,690			8,981			555			134			15,360
Prepaid expenses and other current assets	2,273			(28		)	2,631			(212		)	—			4,664
Accounts payable	(2,457		)	(829		)	(16,734		)	2,383			—			(17,637		)
Accrued liabilities	2,650			1,384			3,560			1,738			—			9,332
Net cash provided by operating activities	14,923			44,106			93,273			3,953			—			156,255

Investing Activities
Purchases of property and equipment	(5,029		)	(119		)	(739		)	(214		)	—			(6,101		)
Proceeds from divestitures	—			—			18,500			—			—			18,500
Proceeds from sale of asset	—			—			10,000			—			—			10,000
Acquisition of Insight Pharmaceuticals, less cash acquired	—			—			(749,666		)	—			—			(749,666		)
Acquisition of the Hydralyte brand	—			—			—			(77,991		)	—			(77,991		)
Intercompany activity, net	—			(809,157		)	731,166			77,991			—			—
Net cash (used in) provided by investing activities	(5,029		)	(809,276		)	9,261			(214		)	—			(805,258		)

Financing Activities
Term loan borrowings	—			720,000			—			—			—			720,000
Term loan repayments	—			(130,000		)	—			—			—			(130,000		)
Borrowings under revolving credit agreement	—			124,600			—			—			—			124,600
Repayments under revolving credit agreement	—			(58,500		)	—			—			—			(58,500		)
Payments of debt origination costs	—			(16,072		)	—			—			—			(16,072		)
Proceeds from exercise of stock options	3,954			—			—			—			—			3,954
Proceeds from restricted stock exercises	57			—			—			—			—			57
Excess tax benefits from share-based awards	1,330			—			—			—			—			1,330
Fair value of shares surrendered as payment of tax withholding	(2,104		)	—			—			—			—			(2,104		)
Intercompany activity, net	(26,388		)	125,142			(102,534		)	3,780			—			—
Net cash provided by (used in) financing activities	(23,151		)	765,170			(102,534		)	3,780			—			643,265

Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1,275		)	—			(1,275		)
(Decrease) increase in cash and cash equivalents	(13,257		)	—			—			6,244			—			(7,013		)
Cash and cash equivalents - beginning of year	24,644			—			—			3,687			—			28,331
Cash and cash equivalents - end of year	$	11,387		$	—		$	—		$	9,931		$	—		$	21,318