10-Q

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2013
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission File Number: 333-172973

NBTY, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 11-2228617
(I.R.S. Employer
Identification No.)

2100 Smithtown Avenue,
Ronkonkoma, New York 11779
(Address of principal executive offices) (Zip Code)

(631) 567-9500
(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES o    NO ý

        Note: The registrant was subject to the reporting requirements of Section 15(d) of the Exchange Act from June 16, 2011 through September 30, 2011. As of October 1, 2011, the registrant is a voluntary filer not subject to these filing requirements. However, the registrant has filed all reports required pursuant to Section 13 or 15(d) as if the registrant was subject to such filing requirements since June 16, 2011.

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý    NO o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o    NO ý

        The number of shares of common stock outstanding as of January 31, 2014 was 1,000.

NBTY, Inc.
INDEX

		Page
PART I
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets		3
	Consolidated Statements of Income and Comprehensive Income		4
	Consolidated Statements of Cash Flows		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		48
Item 4.	Controls and Procedures		49
PART II
Item 1.	Legal Proceedings		50
Item 1A.	Risk Factors		51
Item 6.	Exhibits		52
Signatures			53
Exhibits

PART I
Item 1. Financial Statements

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

	December 31, 2013			September 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	116,750		$	198,561
Accounts receivable, net		204,193			171,670
Inventories		836,649			739,952
Deferred income taxes		24,497			23,637
Other current assets		76,097			78,579
Total current assets		1,258,186			1,212,399
Property, plant and equipment, net		580,923			571,529
Goodwill		1,266,121			1,260,802
Intangible assets, net		1,955,174			1,960,352
Other assets		62,300			68,234
Total assets	$	5,122,704		$	5,073,316
Liabilities and Stockholder's Equity
Current liabilities:
Current portion long-term debt	$	325		$	376
Accounts payable		291,991			259,060
Accrued expenses and other current liabilities		187,607			219,766
Total current liabilities		479,923			479,202
Long-term debt, net of current portion		2,158,349			2,158,405
Deferred income taxes		747,631			751,419
Other liabilities		64,553			59,451
Total liabilities		3,450,456			3,448,477
Commitments and contingencies
Stockholder's equity:
Common stock, $0.01 par; one thousand shares authorized, issued and outstanding		—			—
Capital in excess of par		1,558,546			1,556,926
Retained earnings		114,005			81,497
Accumulated other comprehensive loss		(303	)		(13,584	)
Total stockholder's equity		1,672,248			1,624,839
Total liabilities and stockholder's equity	$	5,122,704		$	5,073,316

The accompanying notes are an integral part of these consolidated financial statements.

3

NBTY, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

(in thousands)

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Net sales	$	827,105		$	789,227
Costs and expenses:
Cost of sales		441,718			428,749
Advertising, promotion and catalog		38,522			35,844
Selling, general and administrative		232,684			219,509
		712,924			684,102
Income from operations		114,181			105,125
Other income (expense):
Interest		(34,818	)		(37,132	)
Miscellaneous, net		990			447
		(33,828	)		(36,685	)
Income from operations before income taxes		80,353			68,440
Provision for income taxes		26,532			23,269
Net income		53,821			45,171
Other comprehensive income:
Foreign currency translation adjustment, net of taxes of $2,388 and $770		12,196			(1,279	)
Change in fair value of interest rate swaps, net of taxes of $(697) and $(822)		1,085			1,308
Comprehensive income	$	67,102		$	45,200

The accompanying notes are an integral part of these consolidated financial statements.

4

NBTY, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Cash flows from operating activities:
Net income	$	53,821		$	45,171
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Impairments and disposals of assets		159			719
Depreciation of property, plant and equipment		13,963			12,290
Amortization of intangible assets		11,603			11,101
Foreign currency transaction loss (gain)		144			(242	)
Amortization and write-off of deferred financing fees		4,684			3,902
Stock-based compensation		1,620			304
Allowance for doubtful accounts		(7	)		48
Inventory reserves		1,801			694
Deferred income taxes		(2,714	)		938
Changes in operating assets and liabilities:
Accounts receivable		(31,117	)		(38,613	)
Inventories		(96,549	)		17,465
Other assets		4,438			1,428
Accounts payable		32,225			(70	)
Accrued expenses and other liabilities		(34,160	)		(15,494	)
Net cash (used in) provided by operating activities		(40,089	)		39,641
Cash flows from investing activities:
Purchase of property, plant and equipment		(21,247	)		(33,518	)
Proceeds from sale of building		—			7,548
Cash paid for acquisitions, net of cash acquired		—			(78,089	)
Net cash used in investing activities		(21,247	)		(104,059	)
Cash flows from financing activities:
Principal payments under long-term agreements		(132	)		—
Proceeds from borrowings under the revolver		—			80,000
Paydowns of borrowings under the revolver		—			(10,000	)
Payments for financing fees		—			(6,121	)
Dividends paid		(21,313	)		(193,956	)
Net cash used in financing activities		(21,445	)		(130,077	)
Effect of exchange rate changes on cash and cash equivalents		970			(53	)
Net decrease in cash and cash equivalents		(81,811	)		(194,548	)
Cash and cash equivalents at beginning of period		198,561			315,136
Cash and cash equivalents at end of period	$	116,750		$	120,588
Non-cash investing and financing information:
Property, plant and equipment additions included in accounts payable	$	7,676		$	9,273

The accompanying notes are an integral part of these consolidated financial statements.

5

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands)

1. Basis of Presentation

        We have prepared these financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") applicable to interim financial information and on a basis that is consistent with the accounting principles applied in our audited financial statements for the fiscal year ended September 30, 2013, including the notes thereto (our "2013 Financial Statements") included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 ("2013 Annual Report"). In our opinion, these financial statements reflect all adjustments (including normal recurring items) necessary for a fair presentation of our results for the interim periods presented. These financial statements do not include all information or notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with GAAP. Accordingly, these financial statements should be read in conjunction with the 2013 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

Estimates

        The preparation of financial statements in conformity with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our most significant estimates include: sales returns, promotions and other allowances; inventory valuation and obsolescence; valuation and recoverability of long-lived assets, including goodwill; stock-based compensation; income taxes and accruals for the outcome of litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2013		September 30, 2013
Allowance for sales returns	$	12,220	$	13,549
Promotional program incentive allowances		99,807		82,827
Allowance for doubtful accounts		3,423		2,472
	$	115,450	$	98,848

Recent Accounting Developments

        In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statement or in the notes hereto) the effects on the line items of the income statement for amounts reclassified

6

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

out of AOCI. The new guidance became effective for us beginning October 1, 2013. See Note 10, "Accumulated Other Comprehensive Income (loss)".

        In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning on October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In July 2013, the FASB issued guidance which amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss carryforward whenever the net operating loss carryforward or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This guidance is effective for annual and interim periods for fiscal years beginning after December 15, 2013, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

2. Facility Restructuring Charge

        On March 12, 2013, NBTY initiated a restructuring plan to streamline its operations and improve the profitability and return on invested capital of its manufacturing/packaging and distribution facilities. The restructuring involves the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities. Facilities that have been impacted by the restructuring include facilities in Carson, California; South Plainfield, New Jersey; Lyndhurst, New Jersey and Wilson, North Carolina.

        The restructuring plan commenced in the second quarter of fiscal 2013 and is expected to be completed in fiscal 2014. The restructuring has resulted in cumulative charges of $32,695 before tax, of which non-cash charges consist primarily of accelerated depreciation of approximately $12,588.

        The following summarizes the restructuring cash charges recorded and reconciles these charges to accrued expenses:

	Workforce Reductions			Facility Costs		Total
Restructuring accrual—October 1, 2013	$	12,436		$	2,649	$	15,085
Cash payments		(3,314	)		—		(3,314	)
Restructuring accrual—December 31, 2013	$	9,122		$	2,649	$	11,771

7

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

3. Acquisitions

Balance Bar

        On November 26, 2012, NBTY acquired all of the outstanding shares of Balance Bar Company ("Balance Bar"), a company that sells and markets nutritional bars, for a purchase price of $77,978 of cash. NBTY used funds drawn from the revolving portion of our senior secured credit facilities to finance this acquisition.

        The purchase price has been allocated to assets acquired and liabilities assumed based on the fair value of such assets and liabilities at the date of the acquisition. The allocation of the purchase price is as follows:

Cash consideration	$	77,978
Allocated to:
Cash and cash equivalents		43
Accounts receivable		3,485
Inventories		8,672
Other current assets		152
Property, plant, and equipment		53
Intangible assets		55,000
Other assets		36
Accounts payable		(2,751	)
Accrued expenses and other current liabilities		(167	)
Deferred income taxes		(22,045	)
Net assets acquired		42,478
Goodwill	$	35,500

        The fair values of the net assets acquired were determined using discounted cash flow analyses and estimates made by management. The purchase price was allocated to intangible assets as follows: approximately $35,500 to goodwill, which is non-amortizable under GAAP and is not currently deductible for income tax purposes, approximately $26,000 to tradenames, which are amortizable over 30 years and approximately $29,000 to customer relationships, which are amortizable over 22 years. Amortization of the acquired intangible assets is not currently deductible for income tax purposes. The acquisition of Balance Bar has expanded our operations in the Wholesale segment in the distribution of nutritional bars. Additionally, we believe that we can achieve operating expense synergies with the integration of Balance Bar into our corporate structure, which is the primary driver behind the excess of the purchase price paid over the fair value of the assets and liabilities acquired.

Essenza

        In June 2013, our subsidiary, NBTY Europe Limited, acquired Essenza N.V. ("Essenza"), a Belgian company operating 13 retail stores, for a net purchase price of approximately $4,163 (€3,200 Euros). The allocation of net assets acquired consisted of cash, inventory, property, plant and equipment, tradename, goodwill, accounts payable and accrued liabilities and long term debt. The

8

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

3. Acquisitions (Continued)

goodwill of approximately $3,700 associated with this acquisition is not currently deductible for tax purposes.

        Proforma financial information and actual year-to-date results related to Essenza and Balance Bar are not provided as their impact was not material to our consolidated financial statements, individually or in the aggregate.

4. Inventories

        The components of inventories are as follows:

	December 31, 2013		September 30, 2013
Raw materials	$	240,670	$	195,713
Work-in-process		24,726		25,068
Finished goods		571,253		519,171
Total	$	836,649	$	739,952

5. Goodwill and Intangible Assets

        The change in the carrying amount of goodwill by segment for the three months ended December 31, 2013 is as follows:

	Wholesale			European Retail		Direct Response / E-Commerce		North Amercian Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Foreign currency translation		(1,719	)		7,038		—		—		5,319
Balance at December 31, 2013	$	643,501		$	331,891	$	264,985	$	25,744	$	1,266,121

        The carrying amounts of acquired other intangible assets for the periods indicated are as follows:

	December 31, 2013				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	913,936	$	126,258	$	913,972	$	116,330		17 - 25
Tradenames and other		178,279		18,408		177,903		16,677		20 - 30
		1,092,215		144,666		1,091,875		133,007
Indefinite lived intangible assets:
Tradenames		1,007,625		—		1,001,484		—
Total intangible assets	$	2,099,840	$	144,666	$	2,093,359	$	133,007

9

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Goodwill and Intangible Assets (Continued)

        Aggregate amortization expense of other definite lived intangible assets included in the consolidated statements of income and comprehensive income in selling, general and administrative expenses for the three months ended December 31, 2013, and 2012 was $11,603 and $11,101, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $46,000 per year.

6. Long-Term Debt

        The components of long-term debt are as follows:

	December 31, 2013			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		1,174			1,281
		2,158,674			2,158,781
Less: current portion		(325	)		(376	)
Total	$	2,158,349		$	2,158,405

Senior credit facilities

        On October 1, 2010, NBTY entered into its senior secured credit facilities (the "senior secured credit facilities") consisting of a $250,000 revolving credit facility, a $250,000 term loan A and a $1,500,000 term loan B.

        On March 1, 2011, NBTY, Alphabet Holding Company, Inc. ("Holdings"), as the parent company of NBTY, and Barclays Bank PLC, as administrative agent, and several other lenders entered into the First Amendment and Refinancing Agreement pursuant to which NBTY repriced its loans. Under the terms of the agreement, the $1,750,000 term loan B-1 and revolving credit facility of $200,000 were established. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates.

        On December 30, 2011, NBTY prepaid $225,000 of its future principal payments on its term loan B-1. As a result of this prepayment $9,289 of deferred financing costs were charged to interest expense. In accordance with the prepayment provisions of the credit agreement governing the senior secured credit facilities, future scheduled payments of principal will not be required until the final balloon payment in October 2017.

        In November 2012, NBTY drew $80,000 from the revolving portion of its senior secured credit facilities to finance the acquisition of Balance Bar. As of June 30, 2013, NBTY repaid this borrowing in its entirety.

10

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

        On March 21, 2013 (the "Second Refinancing Date"), NBTY, Holdings, Barclays Bank PLC, as administrative agent, and several other lenders entered into the Third Amendment and Second Refinancing Agreement (the "Second Refinancing") pursuant to which NBTY repriced its term loan B-1 under its credit agreement. Under the terms of the Second Refinancing, the $1,750,000 term loan B-1 was replaced with a new $1,507,500 term loan B-2. Borrowings under term loan B-2 bear interest at a floating rate which can be, at NBTY's option, either (i) Eurodollar (LIBOR) rate plus an applicable margin, or (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar (LIBOR) rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-2 is 2.50% per annum for Eurodollar (LIBOR) loans and 1.50% per annum for base rate loans. Substantially all other terms are consistent with the original term loan B-1, including the maturity dates. As a result of the Second Refinancing, $4,232 of previously capitalized deferred financing costs, as well as $1,151 of the call premium on term loan B-1, were expensed and included in interest expense. In addition, costs incurred and recorded as deferred financing costs were approximately $15,190, including $13,924 of the call premium paid on term loan B-1, and are being amortized using the effective interest method. We fund working capital and general corporate purposes, including permitted acquisitions and other investments, with cash flows from operations as well as borrowings under our revolving credit facility.

        The following fees are applicable under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for Eurodollar rate loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the daily amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of our letter of credit issuers.

        The revolving credit facility matures in October 2015 and term loan B-2 matures in October 2017.

        NBTY may voluntarily prepay loans or reduce commitments under our senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Second Refinancing extended out the 1.00% prepayment penalty payable pursuant to a repricing transaction to one year after the Second Refinancing Date.

        NBTY must make prepayments on the term loan B-2 facility with the net cash proceeds of certain asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our senior secured credit facilities unless specifically incurred to refinance a portion of our senior secured credit facilities) and 50% of excess cash flow, as defined in the credit agreement (such percentage subject to reduction based on achievement of total senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. NBTY is also required to make prepayments under its revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Obligations under the senior secured credit facilities are guaranteed by Holdings and each of NBTY's current and future direct and indirect subsidiaries other than (i) foreign subsidiaries,

11

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

(ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and are secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions).

        The senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on NBTY and its restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, amend organizational documents, or change our line of business or fiscal year. In addition, our senior secured credit facilities require the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility, including swingline loans and letters of credit. NBTY was in compliance with all financial covenants under the senior secured credit facilities at December 31, 2013. All other financial covenants in the original credit agreement governing the senior secured credit facilities were removed as part of the First Refinancing.

        The senior secured credit facilities provide that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

Holdco Notes

        On October 17, 2012, Holdings issued $550,000 in aggregate principal amount of 7.75%/8.50% contingent cash pay senior notes ("Holdco Notes") that mature on November 1, 2017. Interest on the Holdco Notes will accrue at the rate of 7.75% per annum with respect to cash interest and 8.50% per annum with respect to any paid-in-kind interest ("PIK Interest"). Interest on the Holdco Notes is payable semi-annually in arrears on May 1 and November 1 of each year. All interest payments made to date have been in cash. Holdings is a holding company with no operations and has no ability to service interest or principal on the Holdco Notes, other than through dividends it may receive from NBTY. NBTY is restricted, in certain circumstances, from paying dividends to Holdings by the terms of the indenture governing NBTY's 9.00% Senior Notes due 2018 (the "Notes") and the senior secured credit facilities. NBTY has not guaranteed the indebtedness of Holdings, nor pledged any of its assets as collateral, and the Holdco Notes are not reflected in NBTY's financial statements. The proceeds from the offering of the Holdco Notes, along with $200,000 of cash on hand from NBTY, as described below, were used to pay transaction fees and expenses and a $721,682 dividend to Holdings' shareholders in October 2012.

        On December 12, 2013, Holdings issued an additional $450,000 in aggregate principal amount of Holdco Notes that mature on November 1, 2017. The additional $450,000 Holdco Notes and the

12

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

$550,000 of existing Holdco Notes previously issued on October 17, 2012 have identical terms and are treated as a single class for all purposes under the indenture governing the Holdco Notes. The gross proceeds from the offering of the $450,000 additional Holdco Notes was $460,125, inclusive of a $10,125 premium, which were used to pay transaction fees and expenses, including a consent, fee totaling $18,560 and a $445,537 dividend to Holdings' shareholders in December 2013.

        On October 11, 2012, NBTY amended its credit agreement to allow Holdings to issue the Holdco Notes. In addition, among other things, the amendment (i) increased the general restricted payments basket to $50,000, as defined in the credit agreement, (ii) increased the maximum total leverage ratio test which governs the making of restricted payments using Cumulative Credit (as defined in the credit agreement) and (iii) modified the definition of Cumulative Credit so that it conforms to the builder basket used in NBTY's indenture governing the Notes. Interest on the Holdco Notes will be paid via dividends from NBTY to Holdings, to the extent that NBTY is permitted under its credit agreement and the indenture governing the Notes. Expenses of $6,121 related to the amendment were capitalized as a deferred financing cost and are being amortized using the effective interest method. In conjunction with the amendment, NBTY paid Holdings a dividend of $193,956 in October 2012.

        Interest on the Holdco Notes shall be payable entirely in cash ("Cash Interest") to the extent that it is less than the maximum amount of allowable dividends and distributions plus any cash at Holdings ("Applicable Amount") as defined by the indenture governing the Holdco Notes. For any interest period after May 1, 2013 (other than the final interest period ending at stated maturity), if the Applicable Amount for such interest period will:

          (i)  equal or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 25% of the then outstanding principal amount of the Holdco Notes by increasing the principal amount of the outstanding Holdco Notes or by issuing payment in kind notes ("PIK Notes") in a principal amount equal to such interest and (b) 75% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

         (ii)  equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 50% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 50% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

        (iii)  equal or exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 75% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 25% of the then outstanding principal amount of the Holdco Notes as Cash Interest; or

        (iv)  be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on the Holdco Notes as PIK Interest.

13

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

        As described above, Holdings' ability to pay PIK Interest depends on the calculation of the Applicable Amount regardless of the availability of cash at Holdings.

        The interest on the Holdco Notes was paid in cash on May 1, 2013 and November 1, 2013 and was funded by a dividend of $22,970 and $21,313, respectively from NBTY.

Notes

        On October 1, 2010, NBTY issued $650,000 in aggregate principal amount of senior notes bearing interest at 9% in a private placement. On August 2, 2011, these privately placed notes were exchanged for substantially identical notes that were registered under the Securities Act of 1933, as amended, and therefore are freely tradable (the privately placed notes and such registered notes exchanged therefor, the ("Notes"). The Notes are senior unsecured obligations and mature on October 1, 2018. Interest on the Notes is paid on April 1 and October 1 of each year, and commenced on April 1, 2011.

        On and after October 1, 2014, NBTY may redeem the Notes, at its option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

        In addition, at any time prior to October 1, 2014, NBTY may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the indenture governing the Notes) as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

14

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

        The Notes are jointly and severally irrevocably and unconditionally guaranteed by each of NBTY's subsidiaries that is a guarantor under the credit agreement. The Notes are uncollateralized and rank senior in right of payment to existing and future indebtedness that is expressly subordinated to the Notes, rank equally in right of payment to our and our subsidiary guarantors' senior unsecured debt, and are effectively junior to any of NBTY or its subsidiary guarantors' secured debt, to the extent of the value of the collateral securing such debt. The Notes contain certain customary covenants including, but not limited to, restrictions on NBTY and its restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, or pay dividends. NBTY was in compliance with all covenants under the Notes at December 31, 2013.

7. Fair Value of Financial Instruments

        GAAP establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This framework requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        The following table summarizes liabilities measured at fair value on a recurring basis at December 31, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(4,552	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,241	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(23,118	)

15

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

        The following table summarizes liabilities measured at fair value on a recurring basis at September 30, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(5,268	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(3,855	)
Non-current:
Interest rate swaps (included in other liabilities)	$	—	$	(1,066	)	$	—
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(18,399	)

        The Company's swap contracts are measured at fair value based on a market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Although non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, we do not view non-performance risk to be a significant input to the fair value for the interest rate swap contracts. However, with respect to our cross currency swap contracts, we believe that non-performance risk is higher; therefore, the Company classifies these swap contracts as "Level 3" in the fair value hierarchy and, accordingly, records estimated fair value adjustments based on internal projections and views of those contracts. The performance risk for the cross currency swap contracts as a percentage of the unadjusted liabilities ranged from 9.9% to 10.5% (10.2% weighted average).

        The following table shows the Level 3 activity related to our cross currency swaps for the three months ended December 31, 2013 and 2012:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Beginning balance:	$	(22,254	)	$	(24,862	)
Unrealized loss on cross currency swaps		(5,105	)		(1,016	)
Ending balance:	$	(27,359	)	$	(25,878	)

Interest Rate Swaps

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. During March 2011, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior secured credit facilities until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333 (for a total of one billion dollars), with a fixed interest rate of 1.92% for a four-year term. The notional amount of each

16

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

swap decreased to $266,666 in December 2012, decreased to $166,666 in December 2013 and has a maturity date of December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities are swapped for fixed interest payments. These interest rate swap contracts were designated as a cash flow hedge of the variable interest payments on a portion of our term loan debt. Hedge effectiveness is being assessed based on the overall changes in the fair value of the interest rate swap contracts. Any potential ineffectiveness is measured using the hypothetical derivative method. Any ineffectiveness is recognized in current earnings. Hedge ineffectiveness from inception to December 31, 2013 was $0.

Cross Currency Swaps

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, we entered into three cross currency swap contracts in December 2010, to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is £194,200 British pounds (approximately $300,000 U.S. dollars), with a forward rate of 1.565, and a termination date of September 30, 2017.

        These cross currency contracts were designated as a net investment hedge to the net investment in our British pound denominated operations. Hedge effectiveness is assessed based on the overall changes in the fair value of the cross currency swap contracts. Any potential hedge ineffectiveness is measured using the hypothetical derivative method and is recognized in current earnings. Hedge ineffectiveness (gain) / loss for the three months ended December 31, 2013 and 2012 was ($1,010) and $64, respectively, and is recorded in Miscellaneous, net.

        The following table shows the net of tax impact, of the Company's derivative instruments designated as cash flow and net investment hedging instruments:

	Three Months Ended December 31,
	2013						2012
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	(783	)	$	(1,868	)	$	(1,031	)	$	(2,339	)
Net Investment Hedges:
Cross currency swaps		(4,154	)		—			(584	)		—
Total	$	(4,937	)	$	(1,868	)	$	(1,615	)	$	(2,339	)

17

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

Term loan B-2

        The face amount of the term loan B-2 is $1,507,500, which approximates fair value based on Level 2 inputs, as this loan accrues interest at a variable interest rate.

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $712,563 as of December 31, 2013.

8. Litigation Summary

Glucosamine-Based Dietary Supplements

        Beginning in June 2011, certain putative class actions have been filed in various jurisdictions against NBTY, its subsidiary Rexall Sundown, Inc. ("Rexall"), and/or other companies as to which there may be a duty to defend and indemnify, challenging the marketing of glucosamine-based dietary supplements, under various states' consumer protection statutes. The lawsuits against NBTY and its subsidiaries are: Cardenas v. NBTY, Inc. and Rexall Sundown, Inc. (filed June 14, 2011) in the United States District Court for the Eastern District of California, on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief; Jennings v. Rexall Sundown, Inc. (filed August 22, 2011) in the United States District Court for the District of Massachusetts, on behalf of a putative class of Massachusetts consumers seeking unspecified trebled compensatory damages; and Nunez v. NBTY, Inc. et al. (filed March 1, 2013) in the United States District Court for the Southern District of California (the "Nunez Case"), on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus injunctive relief, as well as other cases in California and Illinois against certain wholesale customers as to which we may have certain indemnification obligations. The Nunez Case settled on an individual basis on June 20, 2013.

        In March 2013, NBTY agreed upon a proposed settlement with the remaining plaintiffs, which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY, and which provides for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs. Fairness Hearings took place on October 4, 2013 and November 20, 2013. On January 3, 2014, the court issued an opinion and order approving the settlement as modified ("the Order"). The final judgment was issued on January 22, 2014 ("the Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014.

        In fiscal 2013, NBTY recorded a provision of $12,000 reflecting its best estimate of exposure for payments to the class together with attorney's fees, and notice and administrative costs in connection with this class action settlement. As a result of the court's approval of the settlement and the closure of the claims period, NBTY has reduced its estimate of exposure to $6,100. This reduction in the estimated exposure has been reflected in the Company's first quarter results for fiscal 2014. Until the

18

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. Litigation Summary (Continued)

appeal is resolved, no final determination can be made as to the ultimate outcome of the litigation or the amount of liability on the part of NBTY.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, false advertising, intellectual property and Proposition 65 claims) arise from time to time in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial statements, if adversely determined against us.

9. Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2014 and 2028. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended December 31, 2013 and 2012 was 33.0% and 34.0%, respectively. Our effective tax rate for the three month periods is lower than the Federal statutory rate generally due to the timing and mixture (foreign and domestic) of income and the partial reinvestment of foreign earnings in fiscal 2014 and 2013.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. This methodology is consistent with previous periods. At December 31, 2013, we had $1,674 and $662 accrued for the potential payment of interest and penalties, respectively. As of December 31, 2013, we were subject to U.S. federal income tax examinations for the tax years 2007-2013, and to non-U.S. examinations for the tax years 2006-2013. In addition, we are generally subject to state and local examinations for fiscal years 2008-2013.

        The Company is under an Internal Revenue Service ("IRS") examination for tax years 2007-2011. Among other issues, the IRS has questioned the values used by the Company to transfer product and provide services to an international subsidiary. The Company believes it has appropriately valued such product transfers and services and intends to continue to support this position as the IRS examination progresses.

        At December 31, 2013, we had a liability of $14,260 for unrecognized tax benefits, the recognition of which would have an effect of $10,670 on provision for income taxes at the effective income tax rate. We do not believe that the amount will change significantly in the next 12 months. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes.

19

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

10. Accumulated Other Comprehensive Income (Loss)

        Additions to and reclassifications out of accumulated other comprehensive income (loss) attributable to the Company were as follows:

	Three Months Ended December 31, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,682	)	$	(3,902	)	$	(13,584	)
Other comprehensive income before reclassifications		12,196			(783	)		11,413
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,868			1,868
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

	Three Months Ended December 31, 2012(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2012		(10,288	)		(8,306	)	$	(18,594	)
Other comprehensive income before reclassifications		(1,279	)		(1,031	)		(2,310	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			2,339			2,339
Balance at December 31, 2012	$	(11,567	)	$	(6,998	)	$	(18,565	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

11. Business and Credit Concentration

Financial Instruments

        Financial instruments that potentially subject us to credit risk consist primarily of cash and cash equivalents (the amounts of which may, at times, exceed Federal Deposit Insurance Corporation limits on insurable amounts), investments and trade accounts receivable. We mitigate our risk by investing in or through major financial institutions.

20

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Business and Credit Concentration (Continued)

Customers

        We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customers' current creditworthiness, as determined by review of their current credit information. Customers' account activity is continuously monitored. As a result of this review process, we record bad debt expense, which is based upon historical experience as well as specific customer collection issues that have been identified, to adjust the carrying amount of the related receivable to its estimated realizable value. While such bad debt expenses historically have been within expectations and the allowances established, if the financial condition of one or more of our customers were to deteriorate, additional bad debt provisions may be required.

        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales for the three months ended December 31, 2013 and 2012, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Customer A		18	%		22	%		11	%		14	%
Customer B		17	%		13	%		10	%		8	%
Customer C		8	%		10	%		5	%		7	%

        The following customers accounted for the following percentages of the Wholesale segment's gross accounts receivable:

	December 31, 2013			September 30, 2013
Customer A		13	%		12	%
Customer B		18	%		11	%
Customer C		10	%		9	%

        The loss of any of these customers, or any one of our other major customers, would have a material adverse effect on our financial statements if we were unable to replace that customer.

21

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Related Party Transactions

Consulting Agreement—Carlyle

        NBTY entered into a consulting agreement with Carlyle under which we pay Carlyle a fee for consulting services Carlyle provides to us and our subsidiaries. Under this agreement, subject to certain conditions, we expect to pay an annual consulting fee to Carlyle of $3,000; we will reimburse them for out-of-pocket expenses, and we may pay Carlyle additional fees associated with other future transactions. For the three months ended December 31, 2013 and 2012, these fees totaled $750 and are recorded in selling, general and administrative expenses.

Holdings

        Holdings does not have any operations or cash flow other than dividends from NBTY. Holdings has $1,000,000 of Holdco Notes and relies on dividends from NBTY to service the debt. See Note 6 Long-Term Debt for further information.

13. Segment Information

        We are organized by segments on a worldwide basis. We evaluate performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (before corporate allocations) of each segment, as these are the key performance indicators that we review. Operating income or loss for each segment does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to, human resources, legal, finance, and various other corporate-level activity related expenses. Such unallocated expenses remain within Corporate/Manufacturing.

        All of our products fall into one or more of these four segments:

•

Wholesale—This segment sells products under various brand names and third-party private labels, each targeting specific market groups which include virtually all major mass merchandisers, club stores, drug store chains and supermarkets. This segment also sells products to independent pharmacies, health food stores, the military and other retailers.

•

European Retail—This segment generates revenue through its 743 Holland & Barrett stores (including franchised stores in the following countries: 31 in China, 26 in Singapore, eight in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 57 GNC (UK) stores in the U.K., 128 De Tuinen stores (including seven franchised locations) in the Netherlands, 47 Nature's Way stores in Ireland and 13 Essenza stores in Belgium which were acquired in June of 2013, as well as internet-based sales from www.hollandandbarret.com, www.detuinen.nl and www.gnc.co.uk. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees.

•

Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and internet under the Puritan's Pride tradename. Catalogs are strategically mailed to customers who order by mail, internet or phone.

22

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

•

North American Retail—This segment generates revenue through its 423 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.

        The following table represents key financial information of our business segments:

	Total Reportable Business Segments
	Wholesale		European Retail		Direct Response/ E-Commerce		North American Retail		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2013:
Net sales	$	505,275	$	204,912	$	60,362	$	56,556	$	827,105	$	—		$	827,105
Income (loss) from continuing operations		82,728		43,960		6,975		2,792		136,455		(22,274	)		114,181
Depreciation and amortization		9,086		4,044		2,812		706		16,648		8,918			25,566
Capital expenditures		31		5,321		570		3,633		9,555		11,692			21,247
Three Months Ended December 31, 2012:
Net sales	$	494,204	$	178,983	$	58,685	$	57,355		789,227		—			789,227
Income (loss) from continuing operations		69,926		39,984		12,249		5,882		128,041		(22,916	)		105,125
Depreciation and amortization		9,629		3,743		2,504		630		16,506		6,885			23,391
Capital expenditures		174		8,108		112		757		9,151		24,367			33,518

        Total assets by segment are as follows:

	December 31, 2013		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,654,841	$	2,553,857
European Retail		951,804		924,979
Direct Response / E-Commerce		694,017		692,685
North American Retail		120,726		119,395
Total Reportable Business Segments:		4,421,388		4,290,916
Corporate / Manufacturing		701,316		782,400
Consolidated assets	$	5,122,704	$	5,073,316

14. Condensed Consolidating Financial Statements of Guarantors

        The Notes were issued by NBTY and are guaranteed by each of its current and future direct and indirect 100% owned subsidiaries, subject to certain exceptions. These guarantees are full,

23

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

unconditional and joint and several. The following condensed consolidating financial information presents:

1.

Condensed consolidating financial statements as of December 31, 2013 and September 30, 2013 and for the three months ended December 31, 2013 and 2012 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis; and



2.

Elimination entries necessary to consolidate NBTY, the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly owned subsidiaries. Under this 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 principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        In the first quarter of fiscal 2014, we revised the presentation of certain amounts related to the application of push-down accounting in connection with the acquisition of the Company by Carlyle on October 1, 2010 which resulted in a revised presentation of a debt balance and the associated intercompany interest between the parent and guarantors and the presentation of certain transactions previously reflected as intercompany activities as equity transactions. In addition, we revised the cash flow presentation for dividends remitted from the non-guarantor subsidiaries as well as funds remitted from the guarantor to the parent. These revisions impacted the consolidating balance sheet as of September 30, 2013 and the consolidating statements of income and comprehensive income and cash flows for the three months ended December 31, 2012. The revisions to this supplemental information did not impact any amounts reported in our previously issued Consolidated Financial Statements. In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108, we assessed the materiality of these revisions and concluded that the revisions were not material to any of our previously issued consolidated financial statements. As comparative prior period supplemental guarantor subsidiaries financial information is presented in future filings, we will similarly revise such prior period information.

24

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	19,151		$	1,994		$	95,605	$	—		$	116,750
Accounts receivable, net		—			164,418			39,775		—			204,193
Intercompany		19,202			—			—		(19,202	)		—
Inventories		—			651,323			185,326		—			836,649
Deferred income taxes		—			23,838			659		—			24,497
Other current assets		19,254			22,461			34,382					76,097
Total current assets		57,607			864,034			355,747		(19,202	)		1,258,186
Property, plant and equipment, net		89,000			311,861			180,062		—			580,923
Goodwill		—			813,688			452,433		—			1,266,121
Other intangible assets, net		—			1,591,317			363,857		—			1,955,174
Other assets		56,313			5,909			78		—			62,300
Intercompany		2,487,880			1,015,578			42,082		(3,545,540	)		—
Investments in subsidiaries		2,253,491			—			—		(2,253,491	)		—
Total assets	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	325	$	—		$	325
Accounts payable		—			215,424			76,567		—			291,991
Intercompany					19,202			—		(19,202	)		—
Accrued expenses and other current liabilities		23,442			109,349			54,816		—			187,607
Total current liabilities		23,442			343,975			131,708		(19,202	)		479,923
Intercompany		1,057,660			2,157,500			330,380		(3,545,540	)		0
Long-term debt, net of current portion		2,157,500			—			849		—			2,158,349
Deferred income taxes		10,322			637,726			99,583		—			747,631
Other liabilities		23,119			15,388			26,046		—			64,553
Total liabilities		3,272,043			3,154,589			588,566		(3,564,742	)		3,450,456
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,558,546			1,211,581			733,411		(1,944,992	)		1,558,546
Retained earnings		114,005			239,034			61,136		(300,170	)		114,005
Accumulated other comprehensive income (loss)		(303	)		(2,817	)		11,146		(8,329	)		(303	)
Total stockholder's equity		1,672,248			1,447,798			805,693		(2,253,491	)		1,672,248
Total liabilities and stockholder's equity	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704

25

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of September 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	81,356		$	35,357		$	81,848	$	—		$	198,561
Accounts receivable, net		—			127,894			43,776		—			171,670
Intercompany		34,549			—			—		(34,549	)		—
Inventories		—			561,276			178,676		—			739,952
Deferred income taxes		—			23,004			633		—			23,637
Other current assets		19,033			24,104			35,442		—			78,579
Total current assets		134,938			771,635			340,375		(34,549	)		1,212,399
Property, plant and equipment, net		88,612			308,852			174,065		—			571,529
Goodwill		—			813,688			447,114		—			1,260,802
Other intangible assets, net		—			1,601,964			358,388		—			1,960,352
Other assets		61,218			6,937			79		—			68,234
Intercompany		2,480,760			1,062,900			29,082		(3,572,742	)		—
Investments in subsidiaries		2,180,814			—			—		(2,180,814	)		—
Total assets	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	376	$	—		$	376
Accounts payable		—			195,712			63,348		—			259,060
Intercompany		—			34,549			—		(34,549	)		—
Accrued expenses and other current liabilities		38,407			109,865			71,494		—			219,766
Total current liabilities		38,407			340,126			135,218		(34,549	)		479,202
Intercompany		1,091,982			2,157,500			323,260		(3,572,742	)		0
Long-term debt, net of current portion		2,157,500			—			905		—			2,158,405
Deferred income taxes		14,151			637,726			99,542		—			751,419
Other liabilities		19,463			14,650			25,338		—			59,451
Total liabilities		3,321,503			3,150,002			584,263		(3,607,291	)		3,448,477
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,556,926			1,211,581			733,411		(1,944,992	)		1,556,926
Retained earnings		81,497			208,295			30,198		(238,493	)		81,497
Accumulated other comprehensive income (loss)		(13,584	)		(3,902	)		1,231		2,671			(13,584	)
Total stockholder's equity		1,624,839			1,415,974			764,840		(2,180,814	)		1,624,839
Total liabilities and stockholder's equity	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316

26

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Income
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	571,066		$	285,141		$	(29,102	)	$	827,105
Costs and expenses:
Cost of sales		—			341,868			128,952			(29,102	)		441,718
Advertising, promotion and catalog		—			29,114			9,408			—			38,522
Selling, general and administrative		22,273			116,880			93,531			—			232,684
		22,273			487,862			231,891			(29,102	)		712,924
(Loss) income from operations		(22,273	)		83,204			53,250			—			114,181
Other income (expense):
Intercompany interest		39,708			(34,798	)		(4,910	)		—			—
Interest		(34,798	)		—			(20	)		—			(34,818	)
Miscellaneous, net		910			951			(871	)		—			990
		5,820			(33,847	)		(5,801	)		—			(33,828	)
Income before income taxes		(16,453	)		49,357			47,449			—			80,353
Provision for income taxes		(5,369	)		18,615			13,286			—			26,532
Equity in income of subsidiaries		64,905			—			—			(64,905	)		—
Net income		53,821			30,742			34,163			(64,905	)		53,821
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes		12,196			—			9,915			(9,915	)		12,196
Change in fair value of interest rate swaps, net of taxes		1,085			1,085			—			(1,085	)		1,085
Comprehensive income	$	67,102		$	31,827		$	44,078		$	(75,905	)	$	67,102

27

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	563,570		$	251,341		$	(25,684	)	$	789,227
Costs and expenses:
Cost of sales		—			342,474			111,959			(25,684	)		428,749
Advertising, promotion and catalog		—			28,716			7,128			—			35,844
Selling, general and administrative		22,837			109,882			86,790			—			219,509
		22,837			481,072			205,877			(25,684	)		684,102
(Loss) income from operations		(22,837	)		82,498			45,464			—			105,125
Other income (expense):
Intercompany interest		39,658			(37,133	)		(2,525	)		—			—
Interest		(37,133	)		—			—			—			(37,133	)
Miscellaneous, net		74			2,097			(1,723	)		—			448
		2,599			(35,036	)		(4,248	)		—			(36,685	)
Income from operations before income taxes		(20,238	)		47,462			41,216			—			68,440
(Benefit)/provision for income taxes		(6,128	)		17,857			11,540			—			23,269
Equity in income of subsidiaries		59,281			—			—			(59,281	)		—
Net income		45,171			29,605			29,676			(59,281	)		45,171
Other comprehensive income:
Foreign currency translation adjustment, net of taxes		(1,279	)		—			2,803			(2,803	)		(1,279	)
Change in fair value of interest rate swaps, net of taxes		1,308			1,308			—			(1,308	)		1,308
Comprehensive income	$	45,200		$	30,913		$	32,479		$	(63,392	)	$	45,200

28

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(6,378	)	$	(54,362	)	$	23,876		$	(3,225	)	$	(40,089	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash used in investing activities		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(132	)		—			(132	)
Intercompay		(33,387	)		33,387			—			—			—
Dividends paid		(21,313	)					(3,225	)		3,225			(21,313	)
Cash used in financing activities		(54,700	)		33,387			(3,357	)		3,225			(21,445	)
Effect of exchange rate changes on cash		—			—			970			—			970
Net (decrease) increase in cash and cash equivalents		(62,205	)		(33,363	)		13,757			—			(81,811	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	19,151		$	1,994		$	95,605		$	—		$	116,750

29

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	82,020		$	(17,526	)	$	(11,991	)	$	(12,862	)	$	39,641
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,225	)		(17,094	)		(6,199	)		—			(33,518	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(78,089	)		—			—			—			(78,089	)
Net cash used in investing activities		(80,766	)		(17,094	)		(6,199	)		—			(104,059	)
Cash flows from financing activities:
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(10,000	)		—			—			—			(10,000	)
Payments for financing fees		(6,121	)		—			—			—			(6,121	)
Intercompany		(23,111	)		23,111			—			—			—
Dividends paid		(193,956	)		—			(12,862	)		12,862			(193,956	)
Net cash used in financing activities		(153,188	)		23,111			(12,862	)		12,862			(130,077	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(53	)		—			(53	)
Net decrease in cash and cash equivalents		(151,934	)		(11,509	)		(31,105	)		—			(194,548	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	31,727		$	3,080		$	85,781		$	—		$	120,588

30

NBTY, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

        The table below presents, for each line item of the Condensed Financial Statements as of September 30, 2013 and for the three months ended December 31, 2012 that we corrected, a comparison of the revised balance with the originally reported balance.

	Parent Company						Guarantor Subsidiaries					Non-Guarantor Subsidiaries						Eliminations
($ in millions)	As Reported			As Revised			As Reported		As Revised			As Reported			As Revised			As Reported			As Revised
Balance Sheet
Current Assets
Intercompany	$	857.7		$	34.5		$	—	$	—		$	264.1		$	—		$	(1,121.8	)	$	(34.5	)
Other current assets	$	—		$	19.0		$	43.1	$	24.1		$	35.4		$	35.4		$	—		$	—
Total current assets	$	939.0		$	134.9		$	790.7	$	771.6		$	604.4		$	340.4		$	(1,121.8	)	$	(34.5	)
Other assets	$	—		$	61.2		$	68.2	$	6.9		$	0.1		$	0.1		$	—		$	—
Intercompany	$	323.3		$	2,480.8		$	—	$	1,062.9		$	—		$	29.1		$	(323.3	)	$	(3,572.7	)
Investments in subsidiaries	$	3,211.1		$	2,180.8		$	—	$	—		$	—		$	—		$	(3,211.1	)	$	(2,180.8	)
Total assets	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Liabilities and Stockholder's Equity
Current liabilities:
Intercompany	$	—		$	—		$	1,121.8	$	34.5		$	—		$	—		$	(1,121.8	)	$	(34.5	)
Total current liabilities	$	38.4		$	38.4		$	1,424.3	$	340.1		$	135.2		$	135.2		$	(1,121.8	)	$	(34.5	)
Intercompany	$	—		$	1,092.0		$	—	$	2,157.5		$	323.3		$	323.3		$	(323.3	)	$	(3,572.7	)
Deferred income taxes	$	721.8		$	14.2		$	22.0	$	637.7		$	7.5		$	99.5		$	—		$	—
Total liabilities	$	2,937.2		$	3,321.5		$	1,464.0	$	3,150.0		$	492.3		$	584.3		$	(1,445.0	)	$	(3,607.3	)
Stockholder's Equity:
Capital in excess of par	$	1,556.9		$	1,556.9		$	352.0	$	1,211.6		$	301.3		$	733.4		$	(653.3	)	$	(1,945.0	)
Retained earnings	$	81.5		$	81.5		$	1,767.3	$	208.3		$	789.3		$	30.2		$	(2,556.6	)	$	(238.5	)
Accumulated other comprehensive income (loss)	$	(13.6	)	$	(13.6	)	$	—	$	(3.9	)	$	1.2		$	1.2		$	(1.2	)	$	2.7
Total stockholder's equity	$	1,624.8		$	1,624.8		$	2,119.3	$	1,416.0		$	1,091.8		$	764.8		$	(3,211.1	)	$	(2,180.8	)
Total liabilities and stockholder's equity	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Statement of income and comprehensive income
Intercompany interest	$	2.5		$	39.7		$	—	$	(37.1	)	$	(2.5	)	$	(2.5	)	$	—		$	—
Total other income (expense)	$	(34.5	)	$	2.6		$	2.1	$	(35.0	)	$	(4.2	)	$	(4.2	)	$	—		$	—
Income before income taxes	$	(57.4	)	$	(20.2	)	$	84.6	$	47.5		$	41.2		$	41.2		$	—		$	—
Provision for income taxes	$	(17.9	)	$	(6.1	)	$	29.6	$	17.9		$	11.5		$	11.5		$	—		$	—
Equity in income of subsidiaries	$	84.7		$	59.3		$	—	$	—		$	—		$	—		$	(84.7	)	$	(59.3	)
Net income	$	45.2		$	45.2		$	55.0	$	29.6		$	29.7		$	29.7		$	(84.7	)	$	(59.3	)
Change in fair value of interest rate swap, net of taxes	$	1.3		$	1.3		$	—	$	1.3		$	—		$	—		$	—		$	(1.3	)
Comprehensive income	$	45.2		$	45.2		$	55.0	$	30.9		$	29.7		$	29.7		$	(84.7	)	$	(63.4	)
Statement of cash flows
Cash (used in) provided by operating activities	$	58.9		$	82.0		$	5.6	$	(17.5	)	$	(24.9	)	$	(12.0	)	$	—		$	(12.9	)
Dividends paid	$	(194.0	)	$	(194.0	)	$	—	$	—		$	—		$	(12.9	)	$	—		$	12.9
Intercompany	$	—		$	(23.1	)	$	—	$	23.1		$	—		$	—		$	—		$	—
Cash used in financing activities	$	(130.1	)	$	(153.2	)	$	—	$	23.1		$	—		$	(12.9	)	$	—		$	12.9

31

NBTY, Inc. and Subsidiaries
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(Dollar amounts in thousands)

Forward-Looking Statements

        This Quarterly Report (this "Report") contains "forward-looking statements" within the meaning of the securities laws. You should not place undue reliance on these statements. Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this Report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include:

•

consumer perception of our products due to adverse scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding nutritional supplements;

•

potential slow or negative growth in the vitamin, mineral and supplement market;

•

increases in the cost of borrowings or unavailability of additional debt or equity capital, or both;

•

volatile conditions in the capital, credit and commodities markets and in the overall economy;

•

dependency on retail stores for sales;

•

the loss of significant customers;

•

compliance with new and existing federal, state, local or foreign legislation or regulation, or adverse determinations by regulators anywhere in the world (including the banning of products) and, in particular, Good Manufacturing Practices in the United States, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive in Europe and greater enforcement by any such federal, state, local or foreign governmental entities;

•

material product liability claims and product recalls;

•

our inability to obtain or renew insurance, or to manage insurance costs;

•

international market exposure and compliance with anti-corruption laws in the U.S. and foreign jurisdictions;

•

difficulty entering new international markets;

•

legal proceedings initiated by regulators in the United States or abroad;

•

unavailability of, or our inability to consummate, advantageous acquisitions in the future, or our inability to integrate acquisitions into the mainstream of our business;

•

difficulty entering new international markets;

•

loss of executive officers or other key personnel;

•

loss of certain third party suppliers;

32

•

disruptions in manufacturing operations that produce nutritional supplements and loss of manufacturing certifications;

•

increased competition and failure to compete effectively;

•

our inability to respond to changing consumer preferences;

•

interruption of business or negative impact on sales and earnings due to acts of God, acts of war, sabotage, terrorism, bio-terrorism, civil unrest or disruption of delivery service;

•

work stoppages at our facilities;

•

increased raw material, utility and fuel costs;

•

fluctuations in foreign currencies, including the British pound, the euro, the Canadian dollar and the Chinese yuan;

•

interruptions in information processing systems and management information technology, including system interruptions and security breaches;

•

failure to maintain and/or upgrade our information technology systems;

•

our inability to protect our intellectual property rights;

•

our exposure to, and the expense of defending and resolving, product liability claims, intellectual property claims and other litigation;

•

failure to maintain effective controls over financial reporting;

•

other factors disclosed in this Report; and

•

other factors beyond our control.

        In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this Report might not prove accurate. You should not place undue reliance upon them. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this Report, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The statements in the following discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (our "2013 Annual Report"). Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the condensed consolidated financial statements, including the related notes, contained elsewhere herein and with the 2013 Annual Report. All references to years, unless otherwise noted, refer to our fiscal years, which end on September 30. All dollar values in this section, unless otherwise noted, are denoted in thousands. Numerical figures have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Executive Summary

        NBTY is the leading global vertically integrated manufacturer, distributor and retailer of a broad line of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. We currently market approximately 25,000 SKUs, including numerous private-label and owned brands, such as: Nature's Bounty®, Ester-C®, Balance Bar®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, Flex-A-Min®, SISU®, Knox®, Sundown®, Rexall®, Pure Protein®,

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Body Fortress®, Worldwide Sport Nutrition®, Natural Wealth®, Puritan's Pride®, Holland & Barrett®, GNC (UK)®, Physiologics®, De Tuinen®, Essenza®, and Vitamin World®. Our vertical integration includes purchasing raw materials and formulating and manufacturing products, which we then market through four channels of distribution.

        All of our products fall into one or more of these four segments:

•

Wholesale—This segment sells products worldwide under various brand names and third-party private labels, each targeting specific market groups which include virtually all major mass merchandisers, club stores, drug store chains and supermarkets. This segment also sells products to independent pharmacies, health food stores, the military and other retailers.

•

European Retail—This segment generates revenue through its 743 Holland & Barrett stores (including franchised stores in the following countries: 31 in China, 26 in Singapore, eight in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 57 GNC (UK) stores in the U.K., 128 De Tuinen stores (including seven franchised locations) in the Netherlands, 47 Nature's Way stores in Ireland and 13 Essenza stores in Belgium which were acquired in June of 2013, as well as internet-based sales from www.hollandandbarret.com, www.detuinen.nl and www.gnc.co.uk. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees.

•

Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and internet under the Puritan's Pride tradename. Catalogs are strategically mailed to customers who order by mail, internet, or by phone.

•

North American Retail—This segment generates revenue through its 423 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.

        Operating data for each of the four distribution channels does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to, the following: human resources, legal, finance and various other corporate-level activity related expenses. We attribute such unallocated expenses to Corporate/Manufacturing.

Consent Solicitation and Debt Offering

        On December 2, 2013, Holdings, our parent company, launched a consent solicitation (the "Consent Solicitation") of consents from holders of Holdings' existing 7.75%/8/50% contingent cash pay senior notes in the aggregate principal amount of $550,000 that mature on November 1, 2017 (the "existing Holdco Notes"). The purpose of the Consent Solicitation was to amend the restricted payment covenant in the indenture governing the Holdco Notes (as defined below). Holdings sought consent to add a new "basket" in the restricted payment covenant (Section 3.4 of the indenture governing the Holdco Notes) for a dividend or distribution to Holdings' shareholders up to the net proceeds of the offering of Holdings' additional 7.75%/8./50% contingent cash pay senior notes in the aggregate principal amount of $450,000 that mature on November 1, 2017 (the "additional Holdco Notes" and, together with the existing Holdco Notes, the "Holdco Notes") less the amount available as of September 30, 2013 for restricted payments under the "builder" basket in Section 3.4(a)(C) of the indenture governing the Holdco Notes (the "Proposed Amendments").

        On December 10, 2013, the requisite holders of the existing Holdco Notes had consented to the Proposed Amendments and Holdings entered into a supplemental indenture (the "First Supplemental Indenture") to the indenture governing the Holdco Notes. The First Supplemental Indenture became operative upon the payment of the consent fee (the "consent fee") by Holdings to the paying agent on

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behalf of the holders of the existing Holdco Notes, which was paid concurrently with the closing of the offering of the additional Holdco Notes.

        On December 12, 2013, Holdings issued the additional Holdco Notes in the aggregate principal amount of $450,000. The additional $450,000 Holdco Notes and the $550,000 of existing Holdco Notes previously issued on October 17, 2012 have identical terms and are treated as a single class for all purposes under the indenture governing the Holdco Notes. The proceeds from the offering of the $450,000 additional Holdco Notes, were used to pay transaction fees and expenses, including the consent fee, of $18,560, and a $445,537 dividend to Holdings' shareholders in December 2013.

Results of Operations

Three Months Ended December 31, 2013 Compared to the Three Months Ended December 31, 2012:

Net Sales

        Net sales by segment for the three months ended December 31, 2013 as compared with the prior comparable period were as follows:

	Three Months Ended December 31, 2013					Three Months Ended December 31, 2012
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale	$	505,275		61.1	%	$	494,204		62.6	%	$	11,071			2.2	%
European Retail		204,912		24.8	%		178,983		22.7	%		25,929			14.5	%
Direct Response/E-Commerce		60,362		7.3	%		58,685		7.4	%		1,677			2.9	%
North American Retail		56,556		6.8	%		57,355		7.3	%		(799	)		(1.4	%)
Net sales	$	827,105		100.0	%	$	789,227		100.0	%	$	37,878			4.8	%

Wholesale

        Net sales for the Wholesale segment increased $11,071, or 2.2%, to $505,275 for the three months ended December 31, 2013, as compared to the prior comparable period. This increase is due to $26,572 higher net sales of our branded products, both domestically and internationally, partially offset by $15,501 lower net sales to certain contract manufacturing and private label accounts. Domestic branded net sales increased $18,328 and international branded net sales increased $8,244 for the three months ended December 31, 2013, as compared to the prior comparable period.

        We continue to adjust shelf space allocation among our numerous wholesale brands to provide the best overall product mix and to respond to changing market conditions. Wholesale continues to leverage valuable consumer sales information obtained from our North American Retail and Direct Response/E-Commerce segments to provide its Wholesale customers with data and analyses to drive their sales.

        We use targeted promotions to grow overall sales. Promotional programs and rebates were 15.9% of sales for the three months ended December 31, 2013, as compared to 13.3% of sales for the prior comparable period. We expect promotional programs and rebates as a percentage of sales to fluctuate on a quarterly basis.

        Product returns were 1.5% and 1.3% of sales for each of the three months ended December 31, 2013 and 2012, respectively, and are primarily attributable to returns in the ordinary course of business. We expect product returns relating to normal operations to trend between 1% and 2% of Wholesale sales in future quarters.

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        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales for the three months ended December 31, 2013 and 2012, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Customer A		18	%		22	%		11	%		14	%
Customer B		17	%		13	%		10	%		8	%
Customer C		8	%		10	%		5	%		7	%

        The loss of any of these customers, or any one of our other major customers, would have a material adverse effect on our financial statements if we were unable to replace that customer.

European Retail

        Net sales for this segment increased $25,929, or 14.5%, to $204,912 for the three months ended December 31, 2013, as compared to the prior comparable period. This increase is attributable to more successful promotional activity and additional stores opened or acquired during the period. In addition, the average exchange rate of the British pound to the US dollar increased 0.8% and the euro to the US dollar increased 5.0% as compared to the prior comparable period. In local currency, net sales increased 12.1% and same store sales (including internet sales) increased 6.5% as compared to the prior comparable period.

        The following is a summary of European Retail store activity:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Company-owned stores
Open at beginning of the period		901			856
Opened during the period		4			9
Closed during the period		(3	)		(1	)
Open at end of the period		902			864
Franchised stores
Open at beginning of the period		79			40
Opened during the period		9			14
Closed during the period		(2	)		(1	)
Open at end of the period		86			53
Total company-owned and franchised stores
Open at beginning of the period		980			896
Opened during the period		13			23
Closed during the period		(5	)		(2	)
Open at end of the period		988			917

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Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased by $1,677, or 2.9%, for the three months ended December 31, 2013 as compared to the prior comparable period. A change in our promotional calendar contributed to this increase. E-commerce net sales comprised 67.1% of total Direct Response/E-Commerce net sales for the three months ended December 31, 2013 as compared to 63.9% in the prior comparable period. We remain among the leaders for vitamin and nutritional supplements in the direct response and e-commerce sectors, and we continue to increase the number of products available via our catalog and websites.

        This segment continues to vary its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical results reflect this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

North American Retail

        Net sales for this segment decreased $799, or 1.4%, to $56,556 for the three months ended December 31, 2013 as compared to the prior comparable period. Same store sales (including internet sales) declined 1.3% due to inclement weather in the current period as well as positive media attention to certain products in the prior comparable period.

        The following is a summary of North American Retail store activity:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Open at beginning of the period		421			426
Opened during the period		8			1
Closed during the period		(6	)		(1	)
Open at end of the period		423			426

Cost of Sales

        Cost of sales was as follows:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			$ change		% change
Cost of sales	$	441,718		$	428,749		$	12,969		3.0	%
Percentage of net sales		53.4	%		54.3	%

        Cost of sales as a percentage of net sales declined by 0.9 percentage points. This was primarily a result of increased sales of our branded products which have higher margins in our wholesale business, and a one-time increase of $1,123 in cost of sales related to a fair value adjustment on inventory acquired from Balance Bar in the prior comparable period.

        Due to competitive pressure in the private label business, the cost of sales for our private label business as a percentage of net sales could fluctuate. This would adversely affect gross profits during the affected periods. To address these matters, we continuously seek to implement additional improvements in our supply chain and we are increasing our focus on our branded sales.

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Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses were as follows:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			$ change		% change
Advertising, promotion and catalog	$	38,522		$	35,844		$	2,678		7.5	%
Percentage of net sales		4.7	%		4.5	%

        The $2,678 or 7.5% increase in advertising, promotion and catalog expense primarily related to increased spending on media and loyalty program costs in our European Retail segment and increased spending related to internet advertising in our Direct Response segment, partially offset by reductions in our Wholesale segment due to timing. We continue to drive brand awareness by using more cost-effective and targeted advertising methods across all segments.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses ("SG&A") were as follows:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			$ change		% change
Selling, general and administrative	$	232,684		$	219,509		$	13,175		6.0	%
Percentage of net sales		28.1	%		27.8	%

        The SG&A increase of $13,175, or 6.0%, for the three months ended December 31, 2013, as compared to the prior comparable period, is primarily due to (i) an increase in salaries and related benefits of $4,588, primarily related to our European Retail segment as there was a significant increase in stores as well as additional increases in Corporate salaries, (ii) an increase in building and occupancy costs of $2,940 primarily due to additional stores in our European Retail segment, (iii) an increase in temporary payroll costs of $2,850 associated with temporary employees in our distribution facilities, (iv) an increase of $2,701 in freight costs due to an increase in sales as well as increased movement between facilities as a result of the facility restructuring and (v) an increase in depreciation and amortization of $2,429 primarily due to the implementation of our new ERP system in the third quarter of fiscal 2013, partially offset by the net reduction of estimated litigation settlements accruals of $4,400 due primarily to the glucosamine settlement.

Income from Operations

        Income from operations was as follows:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			$ change			% change
Wholesale	$	82,728		$	69,926		$	12,802			18.3	%
European Retail		43,960			39,984			3,976			9.9	%
Direct Response/E-Commerce		6,975			12,249			(5,274	)		-43.1	%
North American Retail		2,792			5,882			(3,090	)		-52.5	%
Corporate		(22,274	)		(22,916	)		642			2.8	%
Total	$	114,181		$	105,125		$	9,056			8.6	%
Percentage of net sales		13.8	%		13.3	%

        The increase in Wholesale segment income from operations was primarily due to the increase in net sales and decrease in advertising expense. The increase in the European Retail segment income from operations was the result of higher sales volume offset by increased advertising and SG&A costs

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(primarily payroll costs and building costs associated with new and acquired stores). The decrease in the Direct Response/E-Commerce segment income from operations was primarily due to increased cost of sales as a percentage of net sales due to additional sales promotions. The decrease in North American Retail segment income from operations was primarily due to the decrease in net sales from store closures and lower same store sales from the prior year as well as increased cost of sales as a percentage of net sales due to additional sales promotions. Corporate/Manufacturing remained relatively consistent with the prior comparable period.

Interest Expense

        Interest expense for the three months ended December 31, 2013 decreased over the prior comparable period due to the lower interest rate on the term loan B-2 due to the refinancing that took place in March of 2013.

Provision for Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2014 and 2028. Therefore, our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months ended December 31, 2013 and 2012 was 33.0% and 34.0%, respectively. The effective income tax rate was lower for the three months ended December 31, 2013 primarily due to the timing and mixture (foreign and domestic) of income.

Liquidity and Capital Resources

        NBTY's primary sources of liquidity and capital resources are cash generated from operations and funds available under our revolving credit facility. We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources of funds.

        The following table sets forth, for the periods indicated, cash balances and working capital:

	As of December 31, 2013		As of September 30, 2013
Cash and cash equivalents	$	116,750	$	198,561
Working capital (including cash and cash equivalents)	$	778,263	$	733,197

        The increase in working capital of $45,066 was primarily due to net income for the three months ended December 31, 2013.

        The decrease in cash and cash equivalents of $81,811 at December 31, 2013 as compared to September 30, 2013 was primarily due to interest payments made in the current quarter and increases in accounts receivable and inventory.

        The following table sets forth, for the periods indicated, net cash flows provided by (used in) operating, investing and financing activities and other operating measures:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Net cash (used in) provided by operating activities	$	(40,089	)	$	39,641
Net cash used in investing activities	$	(21,247	)	$	(104,059	)
Net cash used in financing activities	$	(21,445	)	$	(130,077	)
Inventory turnover		2.3			2.3
Days sales (Wholesale) outstanding in accounts receivable		35			33

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        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, investing and financing requirements. As of December 31, 2013, cash and cash equivalents of $95,605 was held by our foreign subsidiaries and are generally subject to U.S. income taxes upon repatriation to the U.S. We generally repatriate all earnings from our foreign subsidiaries where permitted under local law. However, during fiscal 2014, we plan to indefinitely reinvest $36,000 of our foreign earnings outside of the U.S. for capital expenditures.

        Net cash used in operating activities during the three months ended December 31, 2013 was attributable to increases in inventory to maintain satisfactory customer fulfillment rates during the facility restructuring and accounts receivable due to the increase in net sales and decreases in accrued expenses and other liabilities related to the payment of interest on the Notes, partially offset by net income.

        During the three months ended December 31, 2013, net cash used in investing activities consisted of purchases of property, plant and equipment.

        For the three months ended December 31, 2013, net cash used in financing activities related to dividends paid to Holdings.

Senior credit facilities and Notes

        On October 1, 2010, NBTY entered into senior secured credit facilities totaling $2,000,000, consisting of $1,750,000 term loan facilities and a $250,000 revolving credit facility. In addition, NBTY issued $650,000 aggregate principal amount of the Notes with an interest rate of 9% and a maturity date of October 1, 2018.

        On March 1, 2011, NBTY, Holdings and Barclays Bank PLC, as administrative agent, and several other lenders entered into the First Amendment and Refinancing Agreement. Under the terms of the agreement, the $1,750,000 term loan B-1 and revolving credit facility of $200,000 were established. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates.

        On December 30, 2011, NBTY prepaid $225,000 of principal on its term loan B-1. As a result of this prepayment, $9,289 of deferred financing costs were written off. In accordance with the prepayment provisions of the First Refinancing, no scheduled payments of principal will be required until the final balloon payment in October 2017.

        On November 26, 2012, we acquired all of the outstanding shares of Balance Bar Company, a company that manufactures and markets nutritional bars, for a purchase price of approximately $78,000 of cash, subject to certain post-closing adjustments. We drew $80,000 from the revolving portion of our senior secured credit facilities to finance this acquisition. As of June 30, 2013, we repaid all of this borrowing.

        On March 21, 2013, NBTY, Holdings, Barclays Bank PLC, as administrative agent, and several other lenders entered into the Third Amendment and Second Refinancing Agreement amending the credit agreement governing NBTY's senior secured credit facilities pursuant to which we repriced NBTY's term loan B-1 under its then existing credit agreement (Second Refinancing). Under the terms of the Second Refinancing, the $1,750,000 term loan B-1 was replaced with a new $1,507,500 (the current principal amount outstanding) term loan B-2. Borrowings under term loan B-2 bear interest at a floating rate which can be, at NBTY's option, either (i) Eurodollar (LIBOR) rate plus an applicable margin, or (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar (LIBOR) rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-2 is 2.50% per annum for Eurodollar (LIBOR) loans and 1.50% per annum for base rate loans. Substantially all other terms are consistent with the original term loan B-1, including the maturity dates. As a result of the Second Refinancing, $4,232 of previously capitalized deferred financing costs as well as $1,151 of the call premium on term loan B-1 were expensed and costs incurred and recorded as deferred financing costs were approximately $15,190, including $13,924 of the call premium paid on term loan B-1, and will be amortized using the effective interest method.

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        We must make prepayments on the term loan B-2 facility with the net cash proceeds of asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our senior secured credit facilities unless specifically incurred to refinance a portion of our senior secured credit facilities) and 50% of excess cash flow (such percentage subject to reduction based on achievement of specified total senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. We are also required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        In addition, the credit agreement requires the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility (including swingline loans and letters of credit). All other financial covenants required by the senior secured credit facilities were removed as part of the First Refinancing.

Holdco Notes

        On October 17, 2012, Holdings issued $550,000 of the existing Holdco Notes. Interest on the notes will accrue at the rate of 7.75% per annum with respect to Cash Interest and 8.50% per annum with respect to any paid-in-kind interest. Interest on the Holdco Notes will be payable semi-annually in arrears on May 1 and November 1 of each year. Holdings is a holding company with no operations of its own and has no ability to service interest or principal on the Holdco Notes, other than through dividends it may receive from NBTY. NBTY is restricted, in certain circumstances, from paying dividends to Holdings by the terms of the indenture governing the Notes and the senior secured credit facilities. NBTY has not guaranteed the indebtedness of Holdings, nor pledged any of its assets as collateral and the Holdco Notes are not reflected on NBTY's balance sheet. The proceeds from the offering of the existing Holdco Notes, along with approximately $200,000 from NBTY described below, were used to pay transactions fees and expenses and a dividend of approximately $721,682 to Holdings' shareholders.

        On October 11, 2012, NBTY amended its credit agreement to allow Holdings, our parent company, to issue and sell Holdco Notes. In addition, among other things, the amendment (i) increased the general restricted payments basket to $50,000, (ii) increased the maximum total leverage ratio test which governs the making of restricted payments using Cumulative Credit (as defined in the credit agreement) and (iii) modified the definition of Cumulative Credit so that it conforms to the builder basket used in NBTY's indenture governing the Notes. Interest on the Holdco Notes will be paid via dividends from NBTY to Holdings, to the extent that it is permitted under our credit agreement. Approximately $6,000 of expenses related to the amendment was capitalized as a deferred financing cost and will be amortized using the effective interest method. In conjunction with the amendment, NBTY paid Holdings a cash dividend of approximately $193,956 in October 2012.

Additional Holdco Notes

        On December 2, 2013, Holdings launched the Consent Solicitation. The purpose of the Consent Solicitation was to amend the restricted payment covenant in the indenture governing the Holdco Notes. Holdings sought consent to add a new "basket" in the restricted payment covenant (Section 3.4 of the indenture governing the Holdco Notes) for a dividend or distribution to Holdings' shareholders up to the net proceeds of the offering of additional Holdco Notes in aggregate principal amount of $450,000 less the amount available as of September 30, 2013 for restricted payments under the "builder" basket in Section 3.4(a)(C) of the indenture governing the Holdco Notes.

        On December 10, 2013, the requisite holders of the existing Holdco Notes had consented to the Proposed Amendments and Holdings entered into the First Supplemental Indenture to the indenture governing the Holdco Notes. The First Supplemental Indenture became operative upon the payment of the consent fee by Holdings to the paying agent on behalf of the holders of the existing Holdco Notes, which was paid concurrently with the closing of the offering of the additional Holdco Notes.

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        On December 12, 2013, Holdings, issued $450,000 of additional Holdco Notes that mature on November 1, 2017. The additional $450,000 Holdco Notes and the $550,000 of existing Holdco Notes previously issued on October 17, 2012 will have identical terms and will be treated as a single class for all purposes under the indenture the Holdco Notes. The gross proceeds from the offering of the $450,000 additional Holdco Notes was $460,125, inclusive of a $10,125 premium, which were used to pay transaction fees and expenses, including the consent fee totaling $18,560, and a $445,537 dividend to Holdings' shareholders in December 2013.

        Interest on the Holdco Notes is payable entirely in cash ("Cash Interest") to the extent that it is less than the maximum amount of allowable dividends and distributions, plus cash at Holdings ("Applicable Amount") as defined by the indenture governing the Holdco Notes. For any interest period after May 1, 2013 (other than the final interest period ending at stated maturity), if the Applicable Amount for such interest period will be:

          (i)  equal or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 25% of the then outstanding principal amount of the Holdco Notes by increasing the principal amount of the outstanding Holdco Notes or by issuing other PIK notes under the indenture governing the Holdco Notes, on the same terms and conditions of the Holdco Notes, in a principal amount equal to such interest ("PIK Interest") and (b) 75% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

         (ii)  equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 50% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 50% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

        (iii)  equal or exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 75% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 25% of the then outstanding principal amount of the Holdco Notes as Cash Interest; or

        (iv)  be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on the Holdco Notes as PIK Interest.

        As described above, Holdings ability to pay PIK Interest depends on the calculation of the Applicable Amount regardless of the availability of cash at Holdings. All interest payments made to date have been in cash. As of December 31, 2013, NBTY currently anticipates that it will have sufficient restricted payment capacity to enable Holdings to pay cash interest on the Holdco Notes for the current interest period; however, this may change as a result of a variety of factors. To the extent Holdings makes such interest payments in cash, NBTY will be required to provide the necessary funding.

        The indenture governing the notes, the credit agreement and the indenture governing the Holdco Notes contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on us include limitations on our ability to:

•

incur or guarantee additional indebtedness;

•

make certain investments;

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•

pay dividends or make distributions on our capital stock;

•

sell assets, including capital stock of restricted subsidiaries;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•

enter into transactions with our affiliates;

•

incur liens; and

•

designate any of our subsidiaries as unrestricted subsidiaries.

        Our ability to make payments on and to refinance our indebtedness, including the Notes, will depend on our ability to generate cash in the future. We believe that our cash on hand, together with cash from operations and, if required, as of December 31, 2013 we have borrowing capacity of $200,000 under the revolving portion of our senior secured credit facilities, will be sufficient for our cash requirements for the next twelve months.

        We or our affiliates, at any time and from time to time, may purchase Notes or other indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we, or any of our affiliates, may determine.

        We expect our fiscal 2014 capital expenditures to be less than fiscal 2013, primarily due to the expansion of certain manufacturing facilities in fiscal 2013.

EBITDA and Consolidated EBITDA

        EBITDA consists of earnings before interest expense, taxes, depreciation and amortization. Consolidated EBITDA, as defined in our senior secured credit facilities, as amended, eliminates the impact of a number of items we do not consider indicative of our ongoing operating performance. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. Consolidated EBITDA is a component of certain covenants under NBTY's senior secured credit facilities. We present Consolidated EBITDA because NBTY's senior secured credit facilities provide for certain total senior secured leverage ratio thresholds calculated on a period of four consecutive fiscal quarters, with respect to Consolidated EBITDA and the senior secured debt which can be reduced by unrestricted cash-on-hand up to a maximum of $150 million during any fiscal quarter end that revolving loans or letters of credit (to the extent not cash collateralized) are outstanding or at the time of incurrence of revolving loans. The maximum senior secured leverage ratio thresholds, to the extent then applicable, are as follows: 4.25 to 1.00 in fiscal 2013; 4.00 to 1.00 in fiscal 2014; 3.75 to 1.00 in fiscal 2015; 3.50 to 1.00 in fiscal 2016 and 3.25 to 1.00 in fiscal 2017. Furthermore, we consider both EBITDA and Consolidated EBITDA because we consider these items to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries with similar capital structures. We believe issuers of debt securities also present EBITDA and Consolidated EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that these items are appropriate supplemental measures of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges.

43

        The computation of NBTY's senior secured leverage ratio, to the extent then applicable, is as follows:

		December 31, 2013			December 31, 2012
Senior secured debt			1,507,500			1,577,500
Less up to $150,000 unrestricted cash balance			(105,277	)		(111,709	)
	(a)		1,402,223			1,465,791
NBTY Consolidated EBITDA (Four consecutive quarters)	(b)	$	541,165		$	579,715
Senior Secured Leverage Ratio	(a /b)		2.59x			2.53x
Maximum Allowed (per the senior secured credit facilities to the extent then applicable)			4.00x			4.25x

        EBITDA and Consolidated EBITDA have limitations as analytical tools, and you should not consider these items in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

EBITDA and Consolidated EBITDA:

•

exclude certain tax payments that may represent a reduction in cash available to us;

•

do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

do not reflect changes in, or cash requirements for, our working capital needs; and

•

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the Notes and the Holdco Notes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Consolidated EBITDA do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate EBITDA and Consolidated EBITDA differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, EBITDA and Consolidated EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. As a result, we rely primarily on our GAAP results and use EBITDA and Consolidated EBITDA only supplementally.

        In addition, in calculating Consolidated EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to be inaccurate.

        In addition, in evaluating Consolidated EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of Consolidated EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

44

        The following table reconciles net income to EBITDA and Consolidated EBITDA (as defined in our senior secured credit facilities) for the three months ended and four consecutive quarters ended December 31, 2013 and 2012:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Four Consecutive quarters ended December 31, 2013			Four Consecutive quarters ended December 31, 2012
Net income	$	53,821		$	45,171		$	138,131		$	164,559
Interest expense		34,818			37,132			144,786			146,517
Provision for income taxes		26,532			23,269			58,139			66,128
Depreciation and amortization		25,566			23,391			112,811			101,772
EBITDA		140,737			128,963			453,867			478,976
Severance costs(a)		547			3,656			19,126			6,553
Stock-based compensation(b)		1,620			305			3,297			2,104
Management fee(c)		750			750			3,000			3,000
Inventory fair value adjustment(d)		—			1,123			1,294			1,123
Consulting fees(e)		7,315			5,771			28,122			19,637
Impairments and disposals(f)		99			1,194			1,575			32,090
Other items(g)		(1,529	)		4,850			34,336			15,309
Pro forma cost savings(h)		11,319			11,742			45,275			46,969
Limitation on certain EBITDA adjustments(i)		(12,182	)		(6,511	)		(48,727	)		(26,046	)
Consolidated EBITDA	$	148,676		$	151,843		$	541,165		$	579,715

(a)

Reflects the exclusion of severance costs incurred at various subsidiaries of the Company. Included in the three months and four consecutive quarters ended December 31, 2013 are workforce reduction costs of $16,752 relating to the facility restructuring.

(b)

Reflects the exclusion of non-cash expenses related to stock options.

(c)

Reflects the exclusion of the Carlyle consulting fee.

(d)

Reflects the exclusion of the sell-through of the increased fair value of opening inventory at time of acquisition required under acquisition accounting.

(e)

Reflects the exclusion of consulting fees, as permitted in our senior secured credit facilities, for items such as business optimization consulting.

(f)

Reflects the impairment of certain assets, including Julian Graves Limited impairment of $20,106 and the deconsolidation loss of $7,403 in the four consecutive quarters ended December 31, 2012.

(g)

Reflects the exclusion of various items, as permitted in our senior secured credit facilities, which among other items includes: restructuring charges, business optimization expenses, ineffectiveness on certain derivative instruments, gains and losses on dispositions and integration costs associated with acquisitions. Including the net impact of accruals of $7,600 of anticipated legal settlements in the four consecutive quarters ended December 31, 2013 and ($4,400) for the three months ended December 31, 2013.

(h)

Reflects three months and four consecutive quarters of prospective savings in accordance with NBTY's senior secured credit facilities; specifically, the amount of cost savings expected to be realized from operating expense reductions and other operating improvements as a result of specified actions taken or initiated, less the amount of any actual cost savings realized during the period.

45

(i)

In accordance with the definition of Consolidated EBITDA under our senior secured credit facilities, this represents the limitation of certain Consolidated EBITDA adjustments such as pro forma cost savings, restructuring charges, business optimization expenses and integration costs associated with acquisitions that exceed 10% of Consolidated EBITDA for the applicable period, without giving effect to these adjustments.

Off-Balance Sheet Arrangements

        See description of the Holdco Notes above for the off-balance sheet arrangements.

Seasonality

        We believe that our business is not seasonal in nature. However, we have historically experienced, and expect to continue to experience, variations in our net sales and operating results from quarter to quarter. The factors that influence this variability of quarterly results include general economic and industry conditions affecting consumer spending, changing consumer demands and current news on nutritional supplements, the timing of our introduction of new products, promotional program incentives offered to customers, the timing of catalog promotions, the level of consumer acceptance of new products and actions of competitors. Accordingly, a comparison of our results of operations from consecutive periods is not necessarily meaningful, and our results of operations for any period are not necessarily indicative of future performance. Additionally, we may experience higher net sales in a quarter depending upon when we have engaged in significant promotional activities.

Foreign Currency

        Approximately 33% and 31%, respectively of our net sales during the three months ended December 31, 2013 and 2012 were denominated in currencies other than U.S. dollars, principally British pounds and to a lesser extent euros, Canadian dollars and Chinese yuan. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on us, as this would result in a decrease in our consolidated operating results.

        Foreign subsidiaries accounted for the following percentages of total assets and total liabilities:

	December 31, 2013			September 30, 2013
Total Assets		26	%		26	%
Total Liabilities		5	%		3	%

        In preparing the consolidated financial statements, the financial statements of the foreign subsidiaries are translated from the functional currency, generally the local currency, into U.S. dollars. This process results in translation rate gains and losses, which are included as a separate component of stockholder's equity under the caption "Accumulated other comprehensive loss."

        During the three months ended December 31, 2013 and 2012, translation gain (losses) of $12,196 and ($1,279), respectively, were included in determining other comprehensive income. Cumulative translation gains (losses) of approximately $2,514 and ($9,682) were included as part of accumulated other comprehensive loss within the consolidated balance sheet at December 31, 2013 and September 30, 2013, respectively.

        The magnitude of these gains or losses is dependent upon movements in the exchange rates of the foreign currencies against the U.S. dollar. Any future translation gains or losses could be significantly different than those noted in each of these years.

46

Recent Accounting Developments

        In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statement or in the notes hereto) the effects on the line items of the income statement for amounts reclassified out of AOCI. The new guidance became effective for us beginning October 1, 2013. See Note 10, "Accumulated Other Comprehensive Income (loss)".

        In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning on October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In July 2013, the FASB issued guidance which amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss carryforward whenever the net operating loss carryforward or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This guidance is effective for annual and interim periods for fiscal years beginning after December 15, 2013, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements

Critical Accounting Policies and Estimates

        We describe our significant accounting policies in Note 2 of the Notes to Consolidated Financial Statements included in our 2013 Annual Report. We discuss our critical accounting estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the 2013 Annual Report. There have been no significant changes in our significant accounting policies or critical accounting estimates since September 30, 2013.

47

NBTY, Inc. and Subsidiaries
Item 3. Quantitative and Qualitative Disclosures About Market Risk
(in thousands)

Quantitative and Qualitative Disclosures About Market Risk

        We are subject to currency fluctuations, primarily with respect to the British pound, the euro, the Canadian dollar and the Chinese yuan, and interest rate risks that arise from normal business operations. We regularly assess these risks.

        We have subsidiaries whose operations are denominated in foreign currencies (primarily the British pound, the euro, the Canadian dollar and the Chinese yuan). We consolidate the earnings of our international subsidiaries by translating them into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar weakens against these foreign currencies, the remeasurement of these foreign currency denominated transactions results in increased net sales, operating expenses and net income. Similarly, our net sales, operating expenses and net income would decrease if U.S. dollar strengthens against these foreign currencies.

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, on December 16, 2010, we entered into three cross currency swap contracts to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is £194,200 (approximately $300,000), with a forward rate of 1.565, and a termination date of September 30, 2017.

        Net sales denominated in foreign currencies were approximately $275,779, or 33.3% of total net sales, for the three months ended December 31, 2013. A majority of our foreign currency exposure is denominated in British pounds, Canadian dollars and the Chinese yuan. For the three months ended December 31, 2013, as compared to the prior comparable period, the British pound and the Chinese yuan increased 0.8% and 2.8%, respectively as compared to the U.S. dollar and the Canadian dollar decreased 5.5% as compared to the U.S. dollar. The combined effect of the changes in these currency rates resulted in a decrease of $187 in net sales and an increase of $182 in operating income.

        During March 2011, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior secured credit facilities until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333 (for a total of $1 billion), with a fixed interest rate of 1.92% for a four-year term. The notional amount of each swap decreased to $266,666 in December 2012, decreased to $166,666 in December 2013 and has a maturity date of December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities are swapped for fixed interest payments.

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. Assuming our senior secured credit facilities are fully drawn, each one-eighth percentage point increase or decrease in the applicable interest rates would correspondingly change our interest expense on our senior secured credit facilities by approximately $1,509 per year.

48

NBTY, Inc. and Subsidiaries
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

        Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. We designed our disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2013, and, based on their evaluation, have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

        There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

49

NBTY, Inc. and Subsidiaries
PART II. OTHER INFORMATION
Item 1. Legal Proceedings

Glucosamine-Based Dietary Supplements

        Beginning in June 2011, certain putative class actions have been filed in various jurisdictions against NBTY, its subsidiary Rexall Sundown, Inc. ("Rexall"), and/or other companies as to which there may be a duty to defend and indemnify, challenging the marketing of glucosamine-based dietary supplements, under various states' consumer protection statutes. The lawsuits against NBTY and its subsidiaries are: Cardenas v. NBTY, Inc. and Rexall Sundown, Inc. (filed June 14, 2011) in the United States District Court for the Eastern District of California, on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief; Jennings v. Rexall Sundown, Inc. (filed August 22, 2011) in the United States District Court for the District of Massachusetts, on behalf of a putative class of Massachusetts consumers seeking unspecified trebled compensatory damages; and Nunez v. NBTY, Inc. et al. (filed March 1, 2013) in the United States District Court for the Southern District of California (the "Nunez Case"), on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus injunctive relief, as well as other cases in California and Illinois against certain wholesale customers as to which we may have certain indemnification obligations. The Nunez Case settled on an individual basis on June 20, 2013.

        In March 2013, NBTY agreed upon a proposed settlement with the remaining plaintiffs, which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY, and which provides for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs. Fairness Hearings took place on October 4, 2013 and November 20, 2013. On January 3, 2014, the court issued an opinion and order approving the settlement as modified ("the Order"). The final judgment was issued on January 22, 2014 ("the Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014.

        In fiscal 2013, NBTY recorded a provision of $12.0 million reflecting its best estimate of exposure for payments to the class together with attorney's fees, and notice and administrative costs in connection with this class action settlement. As a result of the court's approval of the settlement and the closure of the claims period, NBTY has reduced its estimate of exposure to $6.1 million. This reduction in the estimated exposure has been reflected in the Company's first quarter results for fiscal 2014. Until the appeal is resolved, no final determination can be made as to the ultimate outcome of the litigation or the amount of liability on the part of NBTY.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, false advertising, intellectual property and Proposition 65 claims) arise from time to time in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial statements, if adversely determined against us.

50

NBTY, Inc. and Subsidiaries
Item 1A. Risk Factors

Risk Factors

        In addition to the other information set forth in this Report, you should carefully consider the risk factors disclosed under the caption "Risk Factors" in the 2013 Annual Report. These factors could materially adversely affect our business, financial condition, operating results and cash flows. The risks and uncertainties described in the 2013 Annual Report are not the only ones we face. Risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, operating results or cash flows. Since September 30, 2013 there have been no significant changes relating to risk factors.

51

NBTY, Inc. and Subsidiaries
Item 6. Exhibits

Exhibit No.		Description
	3.1	Amended and Restated Certificate of Incorporation of NBTY, Inc. (Incorporated by reference to Exhibit 3.1 to NBTY's Registration Statement on Form S-4 (No. 333-172973) (the "Registration Statement").
	3.2	Second Amended and Restated By-Laws of NBTY, Inc.(Incorporated by reference to Exhibit 3.2 to the Registration Statement).
	31.1	Rule 13a-14(a) Certification of Principal Financial Officer.*
	31.2	Rule 13a-14(a) Certification of Principal Financial Officer.*
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	101.INS	XBRL Instance Document***
	101.SCH	XBRL Taxonomy Extension Schema Document***
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document***
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document***
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document***
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document***

*

Filed herewith

**

Furnished, not filed

***

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

52

SIGNATURES

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

	NBTY, Inc. (Registrant)
Date: February 6, 2014	By:	/s/ JEFFREY NAGEL Jeffrey Nagel Chief Executive Officer
Date: February 6, 2014	By:	/s/ MICHAEL D. COLLINS Michael D. Collins Chief Financial Officer

53

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Jeffrey Nagel, certify that:

1.

I have reviewed this report on Form 10-Q of NBTY, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 6, 2014

/s/ JEFFREY NAGEL
Jeffrey Nagel
Chief Executive Officer

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CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, Michael D. Collins, certify that:

1.

I have reviewed this report on Form 10-Q of NBTY, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 6, 2014

/s/ MICHAEL D. COLLINS
Michael D. Collins
Chief Financial Officer

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Exhibit 31.2

CERTIFICATIONS

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of NBTY, Inc.(the "Company") on Form 10-Q for the quarter ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey Nagel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 6, 2014

Signature:

/s/ JEFFREY NAGEL
Jeffrey Nagel
Chief Executive Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of NBTY, Inc. (the "Company") on Form 10-Q for the quarter ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael D. Collins, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 6, 2014

Signature:

/s/ MICHAEL D. COLLINS
Michael D. Collins
Chief Financial Officer

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Goodwill and Intangible Assets (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,603	$ 11,101
Estimated amortization expense
2014	46,000
2015	46,000
2016	46,000
2017	46,000
2018	$ 46,000

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Condensed Consolidating Financial Statements of Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 116,750	$ 198,561	$ 120,588	$ 315,136
Accounts receivable, net	204,193	171,670
Inventories	836,649	739,952
Deferred income taxes	24,497	23,637
Other current assets	76,097	78,579
Total current assets	1,258,186	1,212,399
Property, plant and equipment, net	580,923	571,529
Goodwill	1,266,121	1,260,802
Other intangible assets, net	1,955,174	1,960,352
Other assets	62,300	68,234
Total assets	5,122,704	5,073,316
Current liabilities:
Current portion long-term debt	325	376
Accounts payable	291,991	259,060
Accrued expenses and other current liabilities	187,607	219,766
Total current liabilities	479,923	479,202
Long-term debt, net of current portion	2,158,349	2,158,405
Deferred income taxes	747,631	751,419
Other liabilities	64,553	59,451
Total liabilities	3,450,456	3,448,477
Commitments and contingencies
Stockholder's equity:
Common stock
Capital in excess of par	1,558,546	1,556,926
Retained earnings	114,005	81,497
Accumulated other comprehensive income (loss)	(303)	(13,584)	(18,565)	(18,594)
Total stockholder's equity	1,672,248	1,624,839
Total liabilities and stockholder's equity	5,122,704	5,073,316
Parent Company
Current assets:
Cash and cash equivalents	19,151	81,356	31,727	183,661
Intercompany	19,202	34,549
Other current assets	19,254	19,033
Total current assets	57,607	134,938
Property, plant and equipment, net	89,000	88,612
Other assets	56,313	61,218
Intercompany	2,487,880	2,480,760
Investments in subsidiaries	2,253,491	2,180,814
Total assets	4,944,291	4,946,342
Current liabilities:
Accrued expenses and other current liabilities	23,442	38,407
Total current liabilities	23,442	38,407
Intercompany	1,057,660	1,091,982
Long-term debt, net of current portion	2,157,500	2,157,500
Deferred income taxes	10,322	14,151
Other liabilities	23,119	19,463
Total liabilities	3,272,043	3,321,503
Stockholder's equity:
Capital in excess of par	1,558,546	1,556,926
Retained earnings	114,005	81,497
Accumulated other comprehensive income (loss)	(303)	(13,584)
Total stockholder's equity	1,672,248	1,624,839
Total liabilities and stockholder's equity	4,944,291	4,946,342
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	1,994	35,357	3,080	14,589
Accounts receivable, net	164,418	127,894
Inventories	651,323	561,276
Deferred income taxes	23,838	23,004
Other current assets	22,461	24,104
Total current assets	864,034	771,635
Property, plant and equipment, net	311,861	308,852
Goodwill	813,688	813,688
Other intangible assets, net	1,591,317	1,601,964
Other assets	5,909	6,937
Intercompany	1,015,578	1,062,900
Total assets	4,602,387	4,565,976
Current liabilities:
Accounts payable	215,424	195,712
Intercompany	19,202	34,549
Accrued expenses and other current liabilities	109,349	109,865
Total current liabilities	343,975	340,126
Intercompany	2,157,500	2,157,500
Deferred income taxes	637,726	637,726
Other liabilities	15,388	14,650
Total liabilities	3,154,589	3,150,002
Stockholder's equity:
Capital in excess of par	1,211,581	1,211,581
Retained earnings	239,034	208,295
Accumulated other comprehensive income (loss)	(2,817)	(3,902)
Total stockholder's equity	1,447,798	1,415,974
Total liabilities and stockholder's equity	4,602,387	4,565,976
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	95,605	81,848	85,781	116,886
Accounts receivable, net	39,775	43,776
Inventories	185,326	178,676
Deferred income taxes	659	633
Other current assets	34,382	35,442
Total current assets	355,747	340,375
Property, plant and equipment, net	180,062	174,065
Goodwill	452,433	447,114
Other intangible assets, net	363,857	358,388
Other assets	78	79
Intercompany	42,082	29,082
Total assets	1,394,259	1,349,103
Current liabilities:
Current portion long-term debt	325	376
Accounts payable	76,567	63,348
Accrued expenses and other current liabilities	54,816	71,494
Total current liabilities	131,708	135,218
Intercompany	330,380	323,260
Long-term debt, net of current portion	849	905
Deferred income taxes	99,583	99,542
Other liabilities	26,046	25,338
Total liabilities	588,566	584,263
Stockholder's equity:
Capital in excess of par	733,411	733,411
Retained earnings	61,136	30,198
Accumulated other comprehensive income (loss)	11,146	1,231
Total stockholder's equity	805,693	764,840
Total liabilities and stockholder's equity	1,394,259	1,349,103
Eliminations
Current assets:
Intercompany	(19,202)	(34,549)
Total current assets	(19,202)	(34,549)
Intercompany	(3,545,540)	(3,572,742)
Investments in subsidiaries	(2,253,491)	(2,180,814)
Total assets	(5,818,233)	(5,788,105)
Current liabilities:
Intercompany	(19,202)	(34,549)
Total current liabilities	(19,202)	(34,549)
Intercompany	(3,545,540)	(3,572,742)
Total liabilities	(3,564,742)	(3,607,291)
Stockholder's equity:
Capital in excess of par	(1,944,992)	(1,944,992)
Retained earnings	(300,170)	(238,493)
Accumulated other comprehensive income (loss)	(8,329)	2,671
Total stockholder's equity	(2,253,491)	(2,180,814)
Total liabilities and stockholder's equity	$ (5,818,233)	$ (5,788,105)

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	$ (13,584)	$ (18,594)
Other comprehensive income before reclassifications	11,413	(2,310)
Amount reclassified from accumulated other comprehensive income (loss)	1,868	2,339
Balance at end of period	(303)	(18,565)
Foreign currency translation adjustment
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	(9,682)	(10,288)
Other comprehensive income before reclassifications	12,196	(1,279)
Balance at end of period	2,514	(11,567)
Gains and loses on cash flow hedges
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	(3,902)	(8,306)
Other comprehensive income before reclassifications	(783)	(1,031)
Amount reclassified from accumulated other comprehensive income (loss)	1,868	2,339
Balance at end of period	$ (2,817)	$ (6,998)

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Condensed Consolidating Financial Statements of Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Condensed Parent Company Statements of Income
Net sales	$ 827,105	$ 789,227
Costs and expenses:
Cost of sales	441,718	428,749
Advertising, promotion and catalog	38,522	35,844
Selling, general and administrative	232,684	219,509
Total costs and expenses	712,924	684,102
Income from operations	114,181	105,125
Other income (expense):
Interest	(34,818)	(37,132)
Miscellaneous, net	990	447
Total other expense	(33,828)	(36,685)
Income from operations before income taxes	80,353	68,440
(Benefit) provision for income taxes	26,532	23,269
Net income	53,821	45,171
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment , net of taxes	12,196	(1,279)
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	67,102	45,200
Parent Company
Costs and expenses:
Selling, general and administrative	22,273	22,837
Total costs and expenses	22,273	22,837
Income from operations	(22,273)	(22,837)
Other income (expense):
Intercompany interest	39,708	39,658
Interest	(34,798)	(37,133)
Miscellaneous, net	910	74
Total other expense	5,820	2,599
Income from operations before income taxes	(16,453)	(20,238)
(Benefit) provision for income taxes	(5,369)	(6,128)
Equity in income of subsidiaries	64,905	59,281
Net income	53,821	45,171
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment , net of taxes	12,196	(1,279)
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	67,102	45,200
Guarantor Subsidiaries
Condensed Parent Company Statements of Income
Net sales	571,066	563,570
Costs and expenses:
Cost of sales	341,868	342,474
Advertising, promotion and catalog	29,114	28,716
Selling, general and administrative	116,880	109,882
Total costs and expenses	487,862	481,072
Income from operations	83,204	82,498
Other income (expense):
Intercompany interest	(34,798)	(37,133)
Miscellaneous, net	951	2,097
Total other expense	(33,847)	(35,036)
Income from operations before income taxes	49,357	47,462
(Benefit) provision for income taxes	18,615	17,857
Net income	30,742	29,605
Other comprehensive income, net of income taxes:
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	31,827	30,913
Non-Guarantor Subsidiaries
Condensed Parent Company Statements of Income
Net sales	285,141	251,341
Costs and expenses:
Cost of sales	128,952	111,959
Advertising, promotion and catalog	9,408	7,128
Selling, general and administrative	93,531	86,790
Total costs and expenses	231,891	205,877
Income from operations	53,250	45,464
Other income (expense):
Intercompany interest	(4,910)	(2,525)
Interest	(20)
Miscellaneous, net	(871)	(1,723)
Total other expense	(5,801)	(4,248)
Income from operations before income taxes	47,449	41,216
(Benefit) provision for income taxes	13,286	11,540
Net income	34,163	29,676
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment , net of taxes	9,915	2,803
Comprehensive income	44,078	32,479
Eliminations
Condensed Parent Company Statements of Income
Net sales	(29,102)	(25,684)
Costs and expenses:
Cost of sales	(29,102)	(25,684)
Total costs and expenses	(29,102)	(25,684)
Other income (expense):
Equity in income of subsidiaries	(64,905)	(59,281)
Net income	(64,905)	(59,281)
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment , net of taxes	(9,915)	(2,803)
Change in fair value of interest rate swaps, net of taxes	(1,085)	(1,308)
Comprehensive income	$ (75,905)	$ (63,392)

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Litigation Summary (Details) (Glucosamine-Based Dietary Supplements, USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Jan. 03, 2014 Subsequent event
Employment class Actions
Provision as per best estimate	$ 12,000	$ 6,100

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Basis of Presentation (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013
Accounts receivable reserves
Total accounts receivable reserves	$ 115,450	$ 98,848
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	12,220	13,549
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	99,807	82,827
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	$ 3,423	$ 2,472

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Inventories (Tables)

3 Months Ended

Dec. 31, 2013

Inventories

Schedule of components of inventories

	December 31, 2013		September 30, 2013
Raw materials	$	240,670	$	195,713
Work-in-process		24,726		25,068
Finished goods		571,253		519,171
Total	$	836,649	$	739,952

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Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified				3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2013 Holdings Holdco Notes	Dec. 31, 2013 Carlyle	Dec. 31, 2012 Carlyle
Related party transactions
Expected annual consulting fee				$ 3,000
Expenses incurred from transactions with related party				750	750
Debt issued	$ 2,158,674	$ 2,158,781	$ 1,000,000

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Fair Value of Financial Instruments (Details 2) (Cross currency swaps, Level 3, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Level 3 activity
Beginning balance:	$ (22,254)	$ (24,862)
Unrealized loss on cross hedging instruments	(5,105)	(1,016)
Ending balance:	$ (27,359)	$ (25,878)
Minimum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	9.90%
Maximum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	10.50%
Weighted average
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	10.20%

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Wholesale	Dec. 31, 2013 European Retail	Dec. 31, 2013 Direct Response / E-Commerce	Sep. 30, 2013 Direct Response / E-Commerce	Dec. 31, 2013 North American Retail	Sep. 30, 2013 North American Retail
Changes in goodwill
Balance at the beginning of the period	$ 1,260,802	$ 645,220	$ 324,853	$ 264,985	$ 264,985	$ 25,744	$ 25,744
Foreign currency translation	5,319	(1,719)	7,038
Balance at the end of the period	$ 1,266,121	$ 643,501	$ 331,891	$ 264,985	$ 264,985	$ 25,744	$ 25,744

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013
Total assets by segment
Consolidated assets	$ 5,122,704	$ 5,073,316
Reportable Business Segments
Total assets by segment
Consolidated assets	4,421,388	4,290,916
Corporate/Manufacturing
Total assets by segment
Consolidated assets	701,316	782,400
Wholesale | Reportable Business Segments
Total assets by segment
Consolidated assets	2,654,841	2,553,857
European Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	951,804	924,979
Direct Response / E-Commerce | Reportable Business Segments
Total assets by segment
Consolidated assets	694,017	692,685
North American Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	$ 120,726	$ 119,395

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Taxes
Effective income tax rate (as a percent)	33.00%	34.00%
Accrued interest	$ 1,674
Accrued penalties	662
Liability of unrecognized tax benefits	14,260
Unrecognized tax benefits, recognition of which would have an effect on provision for income taxes and effective income tax rate	$ 10,670

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Acquisitions

3 Months Ended

Dec. 31, 2013

Acquisitions

Acquisitions

3. Acquisitions

• Balance Bar

        On November 26, 2012, NBTY acquired all of the outstanding shares of Balance Bar Company ("Balance Bar"), a company that sells and markets nutritional bars, for a purchase price of $77,978 of cash. NBTY used funds drawn from the revolving portion of our senior secured credit facilities to finance this acquisition.

        The purchase price has been allocated to assets acquired and liabilities assumed based on the fair value of such assets and liabilities at the date of the acquisition. The allocation of the purchase price is as follows:

Cash consideration	$	77,978
Allocated to:
Cash and cash equivalents		43
Accounts receivable		3,485
Inventories		8,672
Other current assets		152
Property, plant, and equipment		53
Intangible assets		55,000
Other assets		36
Accounts payable		(2,751	)
Accrued expenses and other current liabilities		(167	)
Deferred income taxes		(22,045	)
Net assets acquired		42,478
Goodwill	$	35,500

        The fair values of the net assets acquired were determined using discounted cash flow analyses and estimates made by management. The purchase price was allocated to intangible assets as follows: approximately $35,500 to goodwill, which is non-amortizable under GAAP and is not currently deductible for income tax purposes, approximately $26,000 to tradenames, which are amortizable over 30 years and approximately $29,000 to customer relationships, which are amortizable over 22 years. Amortization of the acquired intangible assets is not currently deductible for income tax purposes. The acquisition of Balance Bar has expanded our operations in the Wholesale segment in the distribution of nutritional bars. Additionally, we believe that we can achieve operating expense synergies with the integration of Balance Bar into our corporate structure, which is the primary driver behind the excess of the purchase price paid over the fair value of the assets and liabilities acquired.

• Essenza

        In June 2013, our subsidiary, NBTY Europe Limited, acquired Essenza N.V. ("Essenza"), a Belgian company operating 13 retail stores, for a net purchase price of approximately $4,163 (€3,200 Euros). The allocation of net assets acquired consisted of cash, inventory, property, plant and equipment, tradename, goodwill, accounts payable and accrued liabilities and long term debt. The goodwill of approximately $3,700 associated with this acquisition is not currently deductible for tax purposes.

        Proforma financial information and actual year-to-date results related to Essenza and Balance Bar are not provided as their impact was not material to our consolidated financial statements, individually or in the aggregate.

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Fair Value of Financial Instruments (Details 3)	1 Months Ended			39 Months Ended	3 Months Ended
	Dec. 31, 2013 Interest rate swaps USD ($)	Dec. 31, 2012 Interest rate swaps USD ($)	Mar. 31, 2011 Interest rate swaps USD ($) contract	Dec. 31, 2013 Interest rate swaps USD ($)	Dec. 31, 2013 Cross currency swaps USD ($)	Dec. 31, 2013 Cross currency swaps GBP (£)	Dec. 31, 2012 Cross currency swaps USD ($)	Dec. 31, 2010 Cross currency swaps contract
Derivative information
Number of derivative contracts entered into by the entity			3					3
Notional amount of each derivative contract	$ 166,666,000	$ 266,666,000	$ 333,333,000		$ 300,000,000	£ 194,200,000
Notional amount of derivative contracts			1,000,000,000
Fixed interest rate (as a percent)			1.92%
Derivative term			4 years
Forward rate (as a percent)					1.565	1.565
Hedge ineffectiveness (gain)/ loss				$ 0	$ (1,010,000)		$ 64,000

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income (Loss)

Schedule of additions to and reclassifications out of accumulated other comprehensive income (loss)

	Three Months Ended December 31, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,682	)	$	(3,902	)	$	(13,584	)
Other comprehensive income before reclassifications		12,196			(783	)		11,413
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,868			1,868
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

	Three Months Ended December 31, 2012(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2012		(10,288	)		(8,306	)	$	(18,594	)
Other comprehensive income before reclassifications		(1,279	)		(1,031	)		(2,310	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			2,339			2,339
Balance at December 31, 2012	$	(11,567	)	$	(6,998	)	$	(18,565	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Dec. 31, 2013

Fair Value of Financial Instruments

Summary of liabilities measured at fair value on a recurring basis

 The following table summarizes liabilities measured at fair value on a recurring basis at December 31, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(4,552	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,241	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(23,118	)

        The following table summarizes liabilities measured at fair value on a recurring basis at September 30, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(5,268	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(3,855	)
Non-current:
Interest rate swaps (included in other liabilities)	$	—	$	(1,066	)	$	—
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(18,399	)

Schedule of the Level 3 activity related to cross currency swaps

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Beginning balance:	$	(22,254	)	$	(24,862	)
Unrealized loss on cross currency swaps		(5,105	)		(1,016	)
Ending balance:	$	(27,359	)	$	(25,878	)

Schedule of net of tax impact of derivative instruments designated as cash flow and net investment hedging instruments

	Three Months Ended December 31,
	2013						2012
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	(783	)	$	(1,868	)	$	(1,031	)	$	(2,339	)
Net Investment Hedges:
Cross currency swaps		(4,154	)		—			(584	)		—
Total	$	(4,937	)	$	(1,868	)	$	(1,615	)	$	(2,339	)

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Condensed Consolidating Financial Statements of Guarantors (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Condensed Parent Company Statement of Cash Flows
Net cash (used in) provided by operating activities	$ (40,089)	$ 39,641
Cash flows from investing activities:
Purchase of property, plant and equipment	(21,247)	(33,518)
Proceeds from sale of building		7,548
Cash paid for acquisitions, net of cash acquired		(78,089)
Net cash used in investing activities	(21,247)	(104,059)
Cash flows from financing activities:
Principal payments under long-term agreements	(132)
Proceeds from borrowings under the revolver		80,000
Paydowns of borrowings under the revolver		(10,000)
Payments for financing fees		(6,121)
Dividends paid	(21,313)	(193,956)
Net cash used in financing activities	(21,445)	(130,077)
Effect of exchange rate changes on cash	970	(53)
Net decrease in cash and cash equivalents	(81,811)	(194,548)
Cash and cash equivalents at beginning of period	198,561	315,136
Cash and cash equivalents at end of period	116,750	120,588
Parent Company
Condensed Parent Company Statement of Cash Flows
Net cash (used in) provided by operating activities	(6,378)	82,020
Cash flows from investing activities:
Purchase of property, plant and equipment	(1,127)	(10,225)
Proceeds from sale of building		7,548
Cash paid for acquisitions, net of cash acquired		(78,089)
Net cash used in investing activities	(1,127)	(80,766)
Cash flows from financing activities:
Proceeds from borrowings under the revolver		80,000
Paydowns of borrowings under the revolver		(10,000)
Payments for financing fees		(6,121)
Intercompany	(33,387)	(23,111)
Dividends paid	(21,313)	(193,956)
Net cash used in financing activities	(54,700)	(153,188)
Net decrease in cash and cash equivalents	(62,205)	(151,934)
Cash and cash equivalents at beginning of period	81,356	183,661
Cash and cash equivalents at end of period	19,151	31,727
Guarantor Subsidiaries
Condensed Parent Company Statement of Cash Flows
Net cash (used in) provided by operating activities	(54,362)	(17,526)
Cash flows from investing activities:
Purchase of property, plant and equipment	(12,388)	(17,094)
Net cash used in investing activities	(12,388)	(17,094)
Cash flows from financing activities:
Intercompany	33,387	23,111
Net cash used in financing activities	33,387	23,111
Net decrease in cash and cash equivalents	(33,363)	(11,509)
Cash and cash equivalents at beginning of period	35,357	14,589
Cash and cash equivalents at end of period	1,994	3,080
Non-Guarantor Subsidiaries
Condensed Parent Company Statement of Cash Flows
Net cash (used in) provided by operating activities	23,876	(11,991)
Cash flows from investing activities:
Purchase of property, plant and equipment	(7,732)	(6,199)
Net cash used in investing activities	(7,732)	(6,199)
Cash flows from financing activities:
Principal payments under long-term agreements	(132)
Dividends paid	(3,225)	(12,862)
Net cash used in financing activities	(3,357)	(12,862)
Effect of exchange rate changes on cash	970	(53)
Net decrease in cash and cash equivalents	13,757	(31,105)
Cash and cash equivalents at beginning of period	81,848	116,886
Cash and cash equivalents at end of period	95,605	85,781
Eliminations
Condensed Parent Company Statement of Cash Flows
Net cash (used in) provided by operating activities	(3,225)	(12,862)
Cash flows from financing activities:
Dividends paid	3,225	12,862
Net cash used in financing activities	$ 3,225	$ 12,862

XML

Fair Value of Financial Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)	$ (4,937)	$ (1,615)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(1,868)	(2,339)
Interest rate swaps | Cash Flow Hedges:
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)	(783)	(1,031)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(1,868)	(2,339)
Cross currency swaps | Net Investment Hedges:
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)	$ (4,154)	$ (584)

XML

Business and Credit Concentration (Tables)

3 Months Ended

Dec. 31, 2013

Net sales

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	December 31, 2013			September 30, 2013
Customer A		13	%		12	%
Customer B		18	%		11	%
Customer C		10	%		9	%

Gross accounts receivable

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Customer A		18	%		22	%		11	%		14	%
Customer B		17	%		13	%		10	%		8	%
Customer C		8	%		10	%		5	%		7	%

XML

Segment Information (Tables)

3 Months Ended

Dec. 31, 2013

Segment Information

Schedule of financial information of business segments

	Total Reportable Business Segments
	Wholesale		European Retail		Direct Response/ E-Commerce		North American Retail		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2013:
Net sales	$	505,275	$	204,912	$	60,362	$	56,556	$	827,105	$	—		$	827,105
Income (loss) from continuing operations		82,728		43,960		6,975		2,792		136,455		(22,274	)		114,181
Depreciation and amortization		9,086		4,044		2,812		706		16,648		8,918			25,566
Capital expenditures		31		5,321		570		3,633		9,555		11,692			21,247
Three Months Ended December 31, 2012:
Net sales	$	494,204	$	178,983	$	58,685	$	57,355		789,227		—			789,227
Income (loss) from continuing operations		69,926		39,984		12,249		5,882		128,041		(22,916	)		105,125
Depreciation and amortization		9,629		3,743		2,504		630		16,506		6,885			23,391
Capital expenditures		174		8,108		112		757		9,151		24,367			33,518

Schedule of total assets by segment

	December 31, 2013		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,654,841	$	2,553,857
European Retail		951,804		924,979
Direct Response / E-Commerce		694,017		692,685
North American Retail		120,726		119,395
Total Reportable Business Segments:		4,421,388		4,290,916
Corporate / Manufacturing		701,316		782,400
Consolidated assets	$	5,122,704	$	5,073,316

XML

Facility Restructuring Charge

3 Months Ended

Dec. 31, 2013

Facility Restructuring Charge

Facility Restructuring Charge

2. Facility Restructuring Charge

        On March 12, 2013, NBTY initiated a restructuring plan to streamline its operations and improve the profitability and return on invested capital of its manufacturing/packaging and distribution facilities. The restructuring involves the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities. Facilities that have been impacted by the restructuring include facilities in Carson, California; South Plainfield, New Jersey; Lyndhurst, New Jersey and Wilson, North Carolina.

        The restructuring plan commenced in the second quarter of fiscal 2013 and is expected to be completed in fiscal 2014. The restructuring has resulted in cumulative charges of $32,695 before tax, of which non-cash charges consist primarily of accelerated depreciation of approximately $12,588.

        The following summarizes the restructuring cash charges recorded and reconciles these charges to accrued expenses:

	Workforce Reductions			Facility Costs		Total
Restructuring accrual—October 1, 2013	$	12,436		$	2,649	$	15,085
Cash payments		(3,314	)		—		(3,314	)
Restructuring accrual—December 31, 2013	$	9,122		$	2,649	$	11,771

XML

Condensed Consolidating Financial Statements of Guarantors (Tables)

3 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statements of Guarantors

Schedule of condensed consolidating balance sheet

Condensed Consolidating Balance Sheet
As of December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	19,151		$	1,994		$	95,605	$	—		$	116,750
Accounts receivable, net		—			164,418			39,775		—			204,193
Intercompany		19,202			—			—		(19,202	)		—
Inventories		—			651,323			185,326		—			836,649
Deferred income taxes		—			23,838			659		—			24,497
Other current assets		19,254			22,461			34,382					76,097
Total current assets		57,607			864,034			355,747		(19,202	)		1,258,186
Property, plant and equipment, net		89,000			311,861			180,062		—			580,923
Goodwill		—			813,688			452,433		—			1,266,121
Other intangible assets, net		—			1,591,317			363,857		—			1,955,174
Other assets		56,313			5,909			78		—			62,300
Intercompany		2,487,880			1,015,578			42,082		(3,545,540	)		—
Investments in subsidiaries		2,253,491			—			—		(2,253,491	)		—
Total assets	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	325	$	—		$	325
Accounts payable		—			215,424			76,567		—			291,991
Intercompany					19,202			—		(19,202	)		—
Accrued expenses and other current liabilities		23,442			109,349			54,816		—			187,607
Total current liabilities		23,442			343,975			131,708		(19,202	)		479,923
Intercompany		1,057,660			2,157,500			330,380		(3,545,540	)		0
Long-term debt, net of current portion		2,157,500			—			849		—			2,158,349
Deferred income taxes		10,322			637,726			99,583		—			747,631
Other liabilities		23,119			15,388			26,046		—			64,553
Total liabilities		3,272,043			3,154,589			588,566		(3,564,742	)		3,450,456
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,558,546			1,211,581			733,411		(1,944,992	)		1,558,546
Retained earnings		114,005			239,034			61,136		(300,170	)		114,005
Accumulated other comprehensive income (loss)		(303	)		(2,817	)		11,146		(8,329	)		(303	)
Total stockholder's equity		1,672,248			1,447,798			805,693		(2,253,491	)		1,672,248
Total liabilities and stockholder's equity	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704

Condensed Consolidating Balance Sheet
As of September 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	81,356		$	35,357		$	81,848	$	—		$	198,561
Accounts receivable, net		—			127,894			43,776		—			171,670
Intercompany		34,549			—			—		(34,549	)		—
Inventories		—			561,276			178,676		—			739,952
Deferred income taxes		—			23,004			633		—			23,637
Other current assets		19,033			24,104			35,442		—			78,579
Total current assets		134,938			771,635			340,375		(34,549	)		1,212,399
Property, plant and equipment, net		88,612			308,852			174,065		—			571,529
Goodwill		—			813,688			447,114		—			1,260,802
Other intangible assets, net		—			1,601,964			358,388		—			1,960,352
Other assets		61,218			6,937			79		—			68,234
Intercompany		2,480,760			1,062,900			29,082		(3,572,742	)		—
Investments in subsidiaries		2,180,814			—			—		(2,180,814	)		—
Total assets	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	376	$	—		$	376
Accounts payable		—			195,712			63,348		—			259,060
Intercompany		—			34,549			—		(34,549	)		—
Accrued expenses and other current liabilities		38,407			109,865			71,494		—			219,766
Total current liabilities		38,407			340,126			135,218		(34,549	)		479,202
Intercompany		1,091,982			2,157,500			323,260		(3,572,742	)		0
Long-term debt, net of current portion		2,157,500			—			905		—			2,158,405
Deferred income taxes		14,151			637,726			99,542		—			751,419
Other liabilities		19,463			14,650			25,338		—			59,451
Total liabilities		3,321,503			3,150,002			584,263		(3,607,291	)		3,448,477
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,556,926			1,211,581			733,411		(1,944,992	)		1,556,926
Retained earnings		81,497			208,295			30,198		(238,493	)		81,497
Accumulated other comprehensive income (loss)		(13,584	)		(3,902	)		1,231		2,671			(13,584	)
Total stockholder's equity		1,624,839			1,415,974			764,840		(2,180,814	)		1,624,839
Total liabilities and stockholder's equity	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316

Schedule of condensed consolidating statement of income

Condensed Consolidating Statement of Income
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	571,066		$	285,141		$	(29,102	)	$	827,105
Costs and expenses:
Cost of sales		—			341,868			128,952			(29,102	)		441,718
Advertising, promotion and catalog		—			29,114			9,408			—			38,522
Selling, general and administrative		22,273			116,880			93,531			—			232,684
		22,273			487,862			231,891			(29,102	)		712,924
(Loss) income from operations		(22,273	)		83,204			53,250			—			114,181
Other income (expense):
Intercompany interest		39,708			(34,798	)		(4,910	)		—			—
Interest		(34,798	)		—			(20	)		—			(34,818	)
Miscellaneous, net		910			951			(871	)		—			990
		5,820			(33,847	)		(5,801	)		—			(33,828	)
Income before income taxes		(16,453	)		49,357			47,449			—			80,353
Provision for income taxes		(5,369	)		18,615			13,286			—			26,532
Equity in income of subsidiaries		64,905			—			—			(64,905	)		—
Net income		53,821			30,742			34,163			(64,905	)		53,821
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes		12,196			—			9,915			(9,915	)		12,196
Change in fair value of interest rate swaps, net of taxes		1,085			1,085			—			(1,085	)		1,085
Comprehensive income	$	67,102		$	31,827		$	44,078		$	(75,905	)	$	67,102

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	563,570		$	251,341		$	(25,684	)	$	789,227
Costs and expenses:
Cost of sales		—			342,474			111,959			(25,684	)		428,749
Advertising, promotion and catalog		—			28,716			7,128			—			35,844
Selling, general and administrative		22,837			109,882			86,790			—			219,509
		22,837			481,072			205,877			(25,684	)		684,102
(Loss) income from operations		(22,837	)		82,498			45,464			—			105,125
Other income (expense):
Intercompany interest		39,658			(37,133	)		(2,525	)		—			—
Interest		(37,133	)		—			—			—			(37,133	)
Miscellaneous, net		74			2,097			(1,723	)		—			448
		2,599			(35,036	)		(4,248	)		—			(36,685	)
Income from operations before income taxes		(20,238	)		47,462			41,216			—			68,440
(Benefit)/provision for income taxes		(6,128	)		17,857			11,540			—			23,269
Equity in income of subsidiaries		59,281			—			—			(59,281	)		—
Net income		45,171			29,605			29,676			(59,281	)		45,171
Other comprehensive income:
Foreign currency translation adjustment, net of taxes		(1,279	)		—			2,803			(2,803	)		(1,279	)
Change in fair value of interest rate swaps, net of taxes		1,308			1,308			—			(1,308	)		1,308
Comprehensive income	$	45,200		$	30,913		$	32,479		$	(63,392	)	$	45,200

Schedule of condensed consolidating statement of cash flows

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(6,378	)	$	(54,362	)	$	23,876		$	(3,225	)	$	(40,089	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash used in investing activities		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(132	)		—			(132	)
Intercompay		(33,387	)		33,387			—			—			—
Dividends paid		(21,313	)					(3,225	)		3,225			(21,313	)
Cash used in financing activities		(54,700	)		33,387			(3,357	)		3,225			(21,445	)
Effect of exchange rate changes on cash		—			—			970			—			970
Net (decrease) increase in cash and cash equivalents		(62,205	)		(33,363	)		13,757			—			(81,811	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	19,151		$	1,994		$	95,605		$	—		$	116,750

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	82,020		$	(17,526	)	$	(11,991	)	$	(12,862	)	$	39,641
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,225	)		(17,094	)		(6,199	)		—			(33,518	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(78,089	)		—			—			—			(78,089	)
Net cash used in investing activities		(80,766	)		(17,094	)		(6,199	)		—			(104,059	)
Cash flows from financing activities:
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(10,000	)		—			—			—			(10,000	)
Payments for financing fees		(6,121	)		—			—			—			(6,121	)
Intercompany		(23,111	)		23,111			—			—			—
Dividends paid		(193,956	)		—			(12,862	)		12,862			(193,956	)
Net cash used in financing activities		(153,188	)		23,111			(12,862	)		12,862			(130,077	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(53	)		—			(53	)
Net decrease in cash and cash equivalents		(151,934	)		(11,509	)		(31,105	)		—			(194,548	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	31,727		$	3,080		$	85,781		$	—		$	120,588

Schedule of condensed financial statements

The table below presents, for each line item of the Condensed Financial Statements as of September 30, 2013 and for the three months ended December 31, 2012 that we corrected, a comparison of the revised balance with the originally reported balance.

	Parent Company						Guarantor Subsidiaries					Non-Guarantor Subsidiaries						Eliminations
($ in millions)	As Reported			As Revised			As Reported		As Revised			As Reported			As Revised			As Reported			As Revised
Balance Sheet
Current Assets
Intercompany	$	857.7		$	34.5		$	—	$	—		$	264.1		$	—		$	(1,121.8	)	$	(34.5	)
Other current assets	$	—		$	19.0		$	43.1	$	24.1		$	35.4		$	35.4		$	—		$	—
Total current assets	$	939.0		$	134.9		$	790.7	$	771.6		$	604.4		$	340.4		$	(1,121.8	)	$	(34.5	)
Other assets	$	—		$	61.2		$	68.2	$	6.9		$	0.1		$	0.1		$	—		$	—
Intercompany	$	323.3		$	2,480.8		$	—	$	1,062.9		$	—		$	29.1		$	(323.3	)	$	(3,572.7	)
Investments in subsidiaries	$	3,211.1		$	2,180.8		$	—	$	—		$	—		$	—		$	(3,211.1	)	$	(2,180.8	)
Total assets	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Liabilities and Stockholder's Equity
Current liabilities:
Intercompany	$	—		$	—		$	1,121.8	$	34.5		$	—		$	—		$	(1,121.8	)	$	(34.5	)
Total current liabilities	$	38.4		$	38.4		$	1,424.3	$	340.1		$	135.2		$	135.2		$	(1,121.8	)	$	(34.5	)
Intercompany	$	—		$	1,092.0		$	—	$	2,157.5		$	323.3		$	323.3		$	(323.3	)	$	(3,572.7	)
Deferred income taxes	$	721.8		$	14.2		$	22.0	$	637.7		$	7.5		$	99.5		$	—		$	—
Total liabilities	$	2,937.2		$	3,321.5		$	1,464.0	$	3,150.0		$	492.3		$	584.3		$	(1,445.0	)	$	(3,607.3	)
Stockholder's Equity:
Capital in excess of par	$	1,556.9		$	1,556.9		$	352.0	$	1,211.6		$	301.3		$	733.4		$	(653.3	)	$	(1,945.0	)
Retained earnings	$	81.5		$	81.5		$	1,767.3	$	208.3		$	789.3		$	30.2		$	(2,556.6	)	$	(238.5	)
Accumulated other comprehensive income (loss)	$	(13.6	)	$	(13.6	)	$	—	$	(3.9	)	$	1.2		$	1.2		$	(1.2	)	$	2.7
Total stockholder's equity	$	1,624.8		$	1,624.8		$	2,119.3	$	1,416.0		$	1,091.8		$	764.8		$	(3,211.1	)	$	(2,180.8	)
Total liabilities and stockholder's equity	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Statement of income and comprehensive income
Intercompany interest	$	2.5		$	39.7		$	—	$	(37.1	)	$	(2.5	)	$	(2.5	)	$	—		$	—
Total other income (expense)	$	(34.5	)	$	2.6		$	2.1	$	(35.0	)	$	(4.2	)	$	(4.2	)	$	—		$	—
Income before income taxes	$	(57.4	)	$	(20.2	)	$	84.6	$	47.5		$	41.2		$	41.2		$	—		$	—
Provision for income taxes	$	(17.9	)	$	(6.1	)	$	29.6	$	17.9		$	11.5		$	11.5		$	—		$	—
Equity in income of subsidiaries	$	84.7		$	59.3		$	—	$	—		$	—		$	—		$	(84.7	)	$	(59.3	)
Net income	$	45.2		$	45.2		$	55.0	$	29.6		$	29.7		$	29.7		$	(84.7	)	$	(59.3	)
Change in fair value of interest rate swap, net of taxes	$	1.3		$	1.3		$	—	$	1.3		$	—		$	—		$	—		$	(1.3	)
Comprehensive income	$	45.2		$	45.2		$	55.0	$	30.9		$	29.7		$	29.7		$	(84.7	)	$	(63.4	)
Statement of cash flows
Cash (used in) provided by operating activities	$	58.9		$	82.0		$	5.6	$	(17.5	)	$	(24.9	)	$	(12.0	)	$	—		$	(12.9	)
Dividends paid	$	(194.0	)	$	(194.0	)	$	—	$	—		$	—		$	(12.9	)	$	—		$	12.9
Intercompany	$	—		$	(23.1	)	$	—	$	23.1		$	—		$	—		$	—		$	—
Cash used in financing activities	$	(130.1	)	$	(153.2	)	$	—	$	23.1		$	—		$	(12.9	)	$	—		$	12.9

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			0 Months Ended		3 Months Ended						3 Months Ended					3 Months Ended						3 Months Ended			1 Months Ended				0 Months Ended				1 Months Ended		3 Months Ended										0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013	Oct. 17, 2012 Holdings	Oct. 11, 2012 Holdings	Dec. 31, 2012 Holdings	Dec. 31, 2013 Holdings	Sep. 30, 2013 Holdings	Dec. 31, 2013 Term loan B-2	Sep. 30, 2013 Term loan B-2	Mar. 21, 2013 Term loan B-2	Dec. 31, 2013 Term loan B-2 Eurodollar (LIBOR)	Dec. 31, 2013 Term loan B-2 Base rate	Dec. 31, 2013 Notes	Sep. 30, 2013 Notes	Oct. 02, 2010 Notes	Dec. 31, 2013 Notes On or after October 1, 2014	Dec. 31, 2013 Notes On or after October 1, 2015	Dec. 31, 2013 Notes On and after October 1, 2016 and thereafter	Dec. 31, 2013 Notes Prior to October 1, 2014	Dec. 31, 2013 Other	Sep. 30, 2013 Other	Dec. 31, 2013 Revolving credit facility	Mar. 01, 2011 Revolving credit facility	Oct. 02, 2010 Revolving credit facility	Nov. 30, 2012 Revolving credit facility Balance Bar Company	Oct. 02, 2010 Term loan A	Oct. 02, 2010 Term loan B	Oct. 11, 2012 Holdco Notes	Dec. 12, 2013 Holdco Notes Holdings	Nov. 01, 2013 Holdco Notes Holdings	May 01, 2013 Holdco Notes Holdings	Oct. 11, 2012 Holdco Notes Holdings	Dec. 31, 2013 Holdco Notes Holdings	Oct. 17, 2012 Holdco Notes Holdings	Dec. 31, 2013 Holdco Notes Holdings Equal or exceed 75%, but less than 100%	Dec. 31, 2013 Holdco Notes Holdings Equal or exceed 50%, but less than 75%	Dec. 31, 2013 Holdco Notes Holdings Equal or exceed 25%, but less than 50%	Dec. 31, 2013 Holdco Notes Minimum Holdings Equal or exceed 75%, but less than 100%	Dec. 31, 2013 Holdco Notes Minimum Holdings Equal or exceed 50%, but less than 75%	Dec. 31, 2013 Holdco Notes Minimum Holdings Equal or exceed 25%, but less than 50%	Dec. 31, 2013 Holdco Notes Maximum Holdings Equal or exceed 75%, but less than 100%	Dec. 31, 2013 Holdco Notes Maximum Holdings Equal or exceed 50%, but less than 75%	Dec. 31, 2013 Holdco Notes Maximum Holdings Equal or exceed 25%, but less than 50%	Dec. 31, 2013 Holdco Notes Maximum Holdings Less than 25%	Mar. 21, 2013 Term loan B-1	Dec. 30, 2011 Term loan B-1	Mar. 01, 2011 Term loan B-1
Long-Term Debt
Long-term debt, gross	$ 2,158,674		$ 2,158,781						$ 1,507,500	$ 1,507,500				$ 650,000	$ 650,000						$ 1,174	$ 1,281
Less: current portion	(325)		(376)
Total long-term debt	2,158,349		2,158,405				2,157,500	2,157,500
Face amount of debt											1,507,500					650,000											250,000	1,500,000							550,000													1,750,000
Face amount of debt																														450,000																1,750,000
Portion of excess cash flow (as defined) as part of additional prepayments on term loan (as a percent)									50.00%
Borrowing capacity																								200,000	250,000
Reference rate for variable interest rate												Eurodollar (LIBOR)	Base rate
Floor for reference rate (as a percent)												1.00%	2.00%
Margin rate over reference rate (as a percent)												2.50%	1.50%
Write off deferred financing cost																																														4,232	9,289
Call premium on term loan																																														1,151
Financing costs capitalized											15,190																		6,121
Remaining portion of the call premium capitalized																																														13,924
Prepaid future principal payments																																															225,000
Borrowings of senior credit facilities to finance the acquisition		80,000				80,000																				80,000
Prepayment penalty payable (as a percent)	1.00%
Period after Second Refinancing Date when prepayment penalty becomes payable	1 year
Cash interest rate (as a percent)																																			7.75%
PIK interest (as a percent)																																			8.50%
Cash on hand from Company used to pay transaction fees and expenses and a dividend																																			200,000
Gross proceeds from issuance of debt																														460,125
Premium on issuance of debt																														10,125
Consent fee																														18,560
Dividend paid				721,682	193,956																													445,537
Increase in the general restricted payments basket																																	50,000
Interest rate on debt instrument (as a percent)																9.00%
Unused line fee percentage																							0.50%
Fronting fee Percentage																							0.25%
Redemption price as a percentage of principal amount																	104.50%	102.25%	100.00%	100.00%
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest																																							75.00%	50.00%	25.00%	100.00%	75.00%	50.00%	25.00%
Percentage of outstanding principal amount in which interest is payable by increasing the principal amount of outstanding notes or by issuing PIK Notes equal to such interest																																				25.00%
Percentage of outstanding principal amount in which interest is payable in kind																																					50.00%	75.00%
Percentage of outstanding principal amount in which interest is payable in cash																																				75.00%	50.00%	25.00%
Amount of interest payment funded by dividend received																															$ 21,313	$ 22,970

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Condensed Consolidating Financial Statements of Guarantors (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Consolidating Financial Statements of Guarantors
Ownership percentage in subsidiary	100.00%
Current Assets
Other current assets	$ 76,097		$ 78,579
Total current assets	1,258,186		1,212,399
Other assets	62,300		68,234
Total assets	5,122,704		5,073,316
Current liabilities:
Total current liabilities	479,923		479,202
Deferred income taxes	747,631		751,419
Total liabilities	3,450,456		3,448,477
Stockholder's equity:
Capital in excess of par	1,558,546		1,556,926
Retained earnings	114,005		81,497
Accumulated other comprehensive income (loss)	(303)	(18,565)	(13,584)	(18,594)
Total stockholder's equity	1,672,248		1,624,839
Total liabilities and stockholder's equity	5,122,704		5,073,316
Statements of income and comprehensive income
Total other income (expense)	(33,828)	(36,685)
Income before income taxes	80,353	68,440
Provision for income taxes	26,532	23,269
Net Income	53,821	45,171
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	67,102	45,200
Statements of cash flows
Cash (used in) provided by operating activities	(40,089)	39,641
Dividends paid	(21,313)	(193,956)
Cash used in financing activities	(21,445)	(130,077)
Parent Company
Current Assets
Intercompany	19,202		34,549
Other current assets	19,254		19,033
Total current assets	57,607		134,938
Other assets	56,313		61,218
Intercompany	2,487,880		2,480,760
Investments in subsidiaries	2,253,491		2,180,814
Total assets	4,944,291		4,946,342
Current liabilities:
Total current liabilities	23,442		38,407
Intercompany	1,057,660		1,091,982
Deferred income taxes	10,322		14,151
Total liabilities	3,272,043		3,321,503
Stockholder's equity:
Capital in excess of par	1,558,546		1,556,926
Retained earnings	114,005		81,497
Accumulated other comprehensive income (loss)	(303)		(13,584)
Total stockholder's equity	1,672,248		1,624,839
Total liabilities and stockholder's equity	4,944,291		4,946,342
Statements of income and comprehensive income
Intercompany interest	39,708	39,658
Total other income (expense)	5,820	2,599
Income before income taxes	(16,453)	(20,238)
Provision for income taxes	(5,369)	(6,128)
Equity in income of subsidiaries	64,905	59,281
Net Income	53,821	45,171
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	67,102	45,200
Statements of cash flows
Cash (used in) provided by operating activities	(6,378)	82,020
Dividends paid	(21,313)	(193,956)
Intercompany	(33,387)	(23,111)
Cash used in financing activities	(54,700)	(153,188)
Parent Company | As Reported
Current Assets
Intercompany			857,700
Total current assets			939,000
Intercompany			323,300
Investments in subsidiaries			3,211,100
Total assets			4,562,000
Current liabilities:
Total current liabilities			38,400
Deferred income taxes			721,800
Total liabilities			2,937,200
Stockholder's equity:
Capital in excess of par			1,556,900
Retained earnings			81,500
Accumulated other comprehensive income (loss)			(13,600)
Total stockholder's equity			1,624,800
Total liabilities and stockholder's equity			4,562,000
Statements of income and comprehensive income
Intercompany interest		2,500
Total other income (expense)		(34,500)
Income before income taxes		(57,400)
Provision for income taxes		(17,900)
Equity in income of subsidiaries		84,700
Net Income		45,200
Change in fair value of interest rate swaps, net of taxes		1,300
Comprehensive income		45,200
Statements of cash flows
Cash (used in) provided by operating activities		58,900
Dividends paid		(194,000)
Cash used in financing activities		(130,100)
Guarantor Subsidiaries
Current Assets
Other current assets	22,461		24,104
Total current assets	864,034		771,635
Other assets	5,909		6,937
Intercompany	1,015,578		1,062,900
Total assets	4,602,387		4,565,976
Current liabilities:
Intercompany	19,202		34,549
Total current liabilities	343,975		340,126
Intercompany	2,157,500		2,157,500
Deferred income taxes	637,726		637,726
Total liabilities	3,154,589		3,150,002
Stockholder's equity:
Capital in excess of par	1,211,581		1,211,581
Retained earnings	239,034		208,295
Accumulated other comprehensive income (loss)	(2,817)		(3,902)
Total stockholder's equity	1,447,798		1,415,974
Total liabilities and stockholder's equity	4,602,387		4,565,976
Statements of income and comprehensive income
Intercompany interest	(34,798)	(37,133)
Total other income (expense)	(33,847)	(35,036)
Income before income taxes	49,357	47,462
Provision for income taxes	18,615	17,857
Net Income	30,742	29,605
Change in fair value of interest rate swaps, net of taxes	1,085	1,308
Comprehensive income	31,827	30,913
Statements of cash flows
Cash (used in) provided by operating activities	(54,362)	(17,526)
Intercompany	33,387	23,111
Cash used in financing activities	33,387	23,111
Guarantor Subsidiaries | As Reported
Current Assets
Other current assets			43,100
Total current assets			790,700
Other assets			68,200
Total assets			3,583,300
Current liabilities:
Intercompany			1,121,800
Total current liabilities			1,424,300
Deferred income taxes			22,000
Total liabilities			1,464,000
Stockholder's equity:
Capital in excess of par			352,000
Retained earnings			1,767,300
Total stockholder's equity			2,119,300
Total liabilities and stockholder's equity			3,583,300
Statements of income and comprehensive income
Total other income (expense)		2,100
Income before income taxes		84,600
Provision for income taxes		29,600
Net Income		55,000
Comprehensive income		55,000
Statements of cash flows
Cash (used in) provided by operating activities		5,600
Non-Guarantor Subsidiaries
Current Assets
Other current assets	34,382		35,442
Total current assets	355,747		340,375
Other assets	78		79
Intercompany	42,082		29,082
Total assets	1,394,259		1,349,103
Current liabilities:
Total current liabilities	131,708		135,218
Intercompany	330,380		323,260
Deferred income taxes	99,583		99,542
Total liabilities	588,566		584,263
Stockholder's equity:
Capital in excess of par	733,411		733,411
Retained earnings	61,136		30,198
Accumulated other comprehensive income (loss)	11,146		1,231
Total stockholder's equity	805,693		764,840
Total liabilities and stockholder's equity	1,394,259		1,349,103
Statements of income and comprehensive income
Intercompany interest	(4,910)	(2,525)
Total other income (expense)	(5,801)	(4,248)
Income before income taxes	47,449	41,216
Provision for income taxes	13,286	11,540
Net Income	34,163	29,676
Comprehensive income	44,078	32,479
Statements of cash flows
Cash (used in) provided by operating activities	23,876	(11,991)
Dividends paid	(3,225)	(12,862)
Cash used in financing activities	(3,357)	(12,862)
Non-Guarantor Subsidiaries | As Reported
Current Assets
Intercompany			264,100
Other current assets			35,400
Total current assets			604,400
Other assets			100
Total assets			1,584,100
Current liabilities:
Total current liabilities			135,200
Intercompany			323,300
Deferred income taxes			7,500
Total liabilities			492,300
Stockholder's equity:
Capital in excess of par			301,300
Retained earnings			789,300
Accumulated other comprehensive income (loss)			1,200
Total stockholder's equity			1,091,800
Total liabilities and stockholder's equity			1,584,100
Statements of income and comprehensive income
Intercompany interest		(2,500)
Total other income (expense)		(4,200)
Income before income taxes		41,200
Provision for income taxes		11,500
Net Income		29,700
Comprehensive income		29,700
Statements of cash flows
Cash (used in) provided by operating activities		(24,900)
Eliminations
Current Assets
Intercompany	(19,202)		(34,549)
Total current assets	(19,202)		(34,549)
Intercompany	(3,545,540)		(3,572,742)
Investments in subsidiaries	(2,253,491)		(2,180,814)
Total assets	(5,818,233)		(5,788,105)
Current liabilities:
Intercompany	(19,202)		(34,549)
Total current liabilities	(19,202)		(34,549)
Intercompany	(3,545,540)		(3,572,742)
Total liabilities	(3,564,742)		(3,607,291)
Stockholder's equity:
Capital in excess of par	(1,944,992)		(1,944,992)
Retained earnings	(300,170)		(238,493)
Accumulated other comprehensive income (loss)	(8,329)		2,671
Total stockholder's equity	(2,253,491)		(2,180,814)
Total liabilities and stockholder's equity	(5,818,233)		(5,788,105)
Statements of income and comprehensive income
Equity in income of subsidiaries	(64,905)	(59,281)
Net Income	(64,905)	(59,281)
Change in fair value of interest rate swaps, net of taxes	(1,085)	(1,308)
Comprehensive income	(75,905)	(63,392)
Statements of cash flows
Cash (used in) provided by operating activities	(3,225)	(12,862)
Dividends paid	3,225	12,862
Cash used in financing activities	3,225	12,862
Eliminations | As Reported
Current Assets
Intercompany			(1,121,800)
Total current assets			(1,121,800)
Intercompany			(323,300)
Investments in subsidiaries			(3,211,100)
Total assets			(4,656,100)
Current liabilities:
Intercompany			(1,121,800)
Total current liabilities			(1,121,800)
Intercompany			(323,300)
Total liabilities			(1,445,000)
Stockholder's equity:
Capital in excess of par			(653,300)
Retained earnings			(2,556,600)
Accumulated other comprehensive income (loss)			(1,200)
Total stockholder's equity			(3,211,100)
Total liabilities and stockholder's equity			(4,656,100)
Statements of income and comprehensive income
Equity in income of subsidiaries		(84,700)
Net Income		(84,700)
Comprehensive income		$ (84,700)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 116,750	$ 198,561	$ 120,588	$ 315,136
Accounts receivable, net	204,193	171,670
Inventories	836,649	739,952
Deferred income taxes	24,497	23,637
Other current assets	76,097	78,579
Total current assets	1,258,186	1,212,399
Property, plant and equipment, net	580,923	571,529
Goodwill	1,266,121	1,260,802
Intangible assets, net	1,955,174	1,960,352
Other assets	62,300	68,234
Total assets	5,122,704	5,073,316
Current liabilities:
Current portion long-term debt	325	376
Accounts payable	291,991	259,060
Accrued expenses and other current liabilities	187,607	219,766
Total current liabilities	479,923	479,202
Long-term debt, net of current portion	2,158,349	2,158,405
Deferred income taxes	747,631	751,419
Other liabilities	64,553	59,451
Total liabilities	3,450,456	3,448,477
Commitments and contingencies
Stockholder's equity:
Common stock, $0.01 par; one thousand shares authorized, issued and outstanding
Capital in excess of par	1,558,546	1,556,926
Retained earnings	114,005	81,497
Accumulated other comprehensive loss	(303)	(13,584)	(18,565)	(18,594)
Total stockholder's equity	1,672,248	1,624,839
Total liabilities and stockholder's equity	$ 5,122,704	$ 5,073,316

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Fair Value of Financial Instruments (Details 5) (USD $) In Thousands, unless otherwise specified	Oct. 02, 2010 Notes	Mar. 21, 2013 Term loan B-2	Dec. 31, 2013 Level 2 Notes	Dec. 31, 2013 Level 2 Term loan B-2
Fair value measurements
Face value of debt instrument	$ 650,000	$ 1,507,500		$ 1,507,500
Fair value of Notes and Holdco Notes			$ 712,563

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net income	$ 53,821	$ 45,171
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Impairments and disposals of assets	159	719
Depreciation of property, plant and equipment	13,963	12,290
Amortization of intangible assets	11,603	11,101
Foreign currency transaction loss (gain)	144	(242)
Amortization and write-off of deferred financing fees	4,684	3,902
Stock-based compensation	1,620	304
Allowance for doubtful accounts	(7)	48
Inventory reserves	1,801	694
Deferred income taxes	(2,714)	938
Changes in operating assets and liabilities:
Accounts receivable	(31,117)	(38,613)
Inventories	(96,549)	17,465
Other assets	4,438	1,428
Accounts payable	32,225	(70)
Accrued expenses and other liabilities	(34,160)	(15,494)
Net cash (used in) provided by operating activities	(40,089)	39,641
Cash flows from investing activities:
Purchase of property, plant and equipment	(21,247)	(33,518)
Proceeds from sale of building		7,548
Cash paid for acquisitions, net of cash acquired		(78,089)
Net cash used in investing activities	(21,247)	(104,059)
Cash flows from financing activities:
Principal payments under long-term agreements	(132)
Proceeds from borrowings under the revolver		80,000
Paydowns of borrowings under the revolver		(10,000)
Payments for financing fees		(6,121)
Dividends paid	(21,313)	(193,956)
Net cash used in financing activities	(21,445)	(130,077)
Effect of exchange rate changes on cash and cash equivalents	970	(53)
Net decrease in cash and cash equivalents	(81,811)	(194,548)
Cash and cash equivalents at beginning of period	198,561	315,136
Cash and cash equivalents at end of period	116,750	120,588
Non-cash investing and financing information:
Property, plant and equipment additions included in accounts payable	$ 7,676	$ 9,273

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Acquisitions (Details) In Thousands, unless otherwise specified			0 Months Ended
	Dec. 31, 2013 USD ($)	Sep. 30, 2013 USD ($)	Nov. 26, 2012 Balance Bar Company USD ($)	Nov. 26, 2012 Balance Bar Company Tradenames USD ($)	Nov. 26, 2012 Balance Bar Company Customer relationships USD ($)	Jun. 30, 2013 Essenza NBTY Europe Limited USD ($) item	Jun. 30, 2013 Essenza NBTY Europe Limited EUR (€)
Acquisitions
Purchase price			$ 77,978
Allocation of the purchase price
Cash consideration			77,978
Allocated to:
Cash and cash equivalents			43
Accounts receivable			3,485
Inventories			8,672
Other current assets			152
Property, plant and equipment			53
Intangibles assets			55,000	26,000	29,000
Other assets			36
Accounts payable			(2,751)
Accrued expenses and other current liabilities			(167)
Deferred income taxes			(22,045)
Net assets acquired			42,478
Goodwill	1,266,121	1,260,802	35,500
Amortization period				30 years	22 years
Number of stores						13	13
Total net purchase price						4,163	3,200
Goodwill not deductible for tax purposes						$ 3,700

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Basis of Presentation (Tables)

3 Months Ended

Dec. 31, 2013

Basis of Presentation

Schedule of accounts receivable reserves

	December 31, 2013		September 30, 2013
Allowance for sales returns	$	12,220	$	13,549
Promotional program incentive allowances		99,807		82,827
Allowance for doubtful accounts		3,423		2,472
	$	115,450	$	98,848

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013
Inventories
Raw materials	$ 240,670	$ 195,713
Work-in-process	24,726	25,068
Finished goods	571,253	519,171
Total inventories	$ 836,649	$ 739,952

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Acquisitions (Tables)

3 Months Ended

Dec. 31, 2013

Acquisitions

Schedule of allocation of the purchase price

Cash consideration	$	77,978
Allocated to:
Cash and cash equivalents		43
Accounts receivable		3,485
Inventories		8,672
Other current assets		152
Property, plant, and equipment		53
Intangible assets		55,000
Other assets		36
Accounts payable		(2,751	)
Accrued expenses and other current liabilities		(167	)
Deferred income taxes		(22,045	)
Net assets acquired		42,478
Goodwill	$	35,500

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Basis of Presentation

3 Months Ended

Dec. 31, 2013

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

        We have prepared these financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") applicable to interim financial information and on a basis that is consistent with the accounting principles applied in our audited financial statements for the fiscal year ended September 30, 2013, including the notes thereto (our "2013 Financial Statements") included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 ("2013 Annual Report"). In our opinion, these financial statements reflect all adjustments (including normal recurring items) necessary for a fair presentation of our results for the interim periods presented. These financial statements do not include all information or notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with GAAP. Accordingly, these financial statements should be read in conjunction with the 2013 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

Estimates

        The preparation of financial statements in conformity with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our most significant estimates include: sales returns, promotions and other allowances; inventory valuation and obsolescence; valuation and recoverability of long-lived assets, including goodwill; stock-based compensation; income taxes and accruals for the outcome of litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2013		September 30, 2013
Allowance for sales returns	$	12,220	$	13,549
Promotional program incentive allowances		99,807		82,827
Allowance for doubtful accounts		3,423		2,472
	$	115,450	$	98,848

Recent Accounting Developments

        In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statement or in the notes hereto) the effects on the line items of the income statement for amounts reclassified out of AOCI. The new guidance became effective for us beginning October 1, 2013. See Note 10, "Accumulated Other Comprehensive Income (loss)".

        In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning on October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In July 2013, the FASB issued guidance which amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss carryforward whenever the net operating loss carryforward or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This guidance is effective for annual and interim periods for fiscal years beginning after December 15, 2013, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Sep. 30, 2013
Consolidated Balance Sheets
Common stock, par (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000	1,000
Common stock, shares issued (in shares)	1,000	1,000
Common stock, shares outstanding (in shares)	1,000	1,000

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Business and Credit Concentration

3 Months Ended

Dec. 31, 2013

Business and Credit Concentration

Business and Credit Concentration

11. Business and Credit Concentration

Financial Instruments

        Financial instruments that potentially subject us to credit risk consist primarily of cash and cash equivalents (the amounts of which may, at times, exceed Federal Deposit Insurance Corporation limits on insurable amounts), investments and trade accounts receivable. We mitigate our risk by investing in or through major financial institutions.

Customers

        We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customers' current creditworthiness, as determined by review of their current credit information. Customers' account activity is continuously monitored. As a result of this review process, we record bad debt expense, which is based upon historical experience as well as specific customer collection issues that have been identified, to adjust the carrying amount of the related receivable to its estimated realizable value. While such bad debt expenses historically have been within expectations and the allowances established, if the financial condition of one or more of our customers were to deteriorate, additional bad debt provisions may be required.

        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales for the three months ended December 31, 2013 and 2012, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Customer A		18	%		22	%		11	%		14	%
Customer B		17	%		13	%		10	%		8	%
Customer C		8	%		10	%		5	%		7	%

        The following customers accounted for the following percentages of the Wholesale segment's gross accounts receivable:

	December 31, 2013			September 30, 2013
Customer A		13	%		12	%
Customer B		18	%		11	%
Customer C		10	%		9	%

        The loss of any of these customers, or any one of our other major customers, would have a material adverse effect on our financial statements if we were unable to replace that customer.

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Document and Entity Information	3 Months Ended
	Dec. 31, 2013	Jan. 31, 2014
Document and Entity Information
Entity Registrant Name	NBTY INC
Entity Central Index Key	0000070793
Document Type	10-Q
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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Related Party Transactions

3 Months Ended

Dec. 31, 2013

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

Consulting Agreement—Carlyle

        NBTY entered into a consulting agreement with Carlyle under which we pay Carlyle a fee for consulting services Carlyle provides to us and our subsidiaries. Under this agreement, subject to certain conditions, we expect to pay an annual consulting fee to Carlyle of $3,000; we will reimburse them for out-of-pocket expenses, and we may pay Carlyle additional fees associated with other future transactions. For the three months ended December 31, 2013 and 2012, these fees totaled $750 and are recorded in selling, general and administrative expenses.

Holdings

        Holdings does not have any operations or cash flow other than dividends from NBTY. Holdings has $1,000,000 of Holdco Notes and relies on dividends from NBTY to service the debt. See Note 6 Long-Term Debt for further information.

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Consolidated Statements of Income and Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Consolidated Statements of Income and Comprehensive Income
Net sales	$ 827,105	$ 789,227
Costs and expenses:
Cost of sales	441,718	428,749
Advertising, promotion and catalog	38,522	35,844
Selling, general and administrative	232,684	219,509
Total costs and expenses	712,924	684,102
Income from operations	114,181	105,125
Other income (expense):
Interest	(34,818)	(37,132)
Miscellaneous, net	990	447
Total other expense	(33,828)	(36,685)
Income from operations before income taxes	80,353	68,440
Provision for income taxes	26,532	23,269
Net income	53,821	45,171
Other comprehensive income:
Foreign currency translation adjustment, net of taxes of $2,388 and $770	12,196	(1,279)
Change in fair value of interest rate swaps, net of taxes of $(697) and $(822)	1,085	1,308
Comprehensive income	$ 67,102	$ 45,200

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Long-Term Debt

3 Months Ended

Dec. 31, 2013

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

        The components of long-term debt are as follows:

	December 31, 2013			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		1,174			1,281
		2,158,674			2,158,781
Less: current portion		(325	)		(376	)
Total	$	2,158,349		$	2,158,405

Senior credit facilities

        On October 1, 2010, NBTY entered into its senior secured credit facilities (the "senior secured credit facilities") consisting of a $250,000 revolving credit facility, a $250,000 term loan A and a $1,500,000 term loan B.

        On March 1, 2011, NBTY, Alphabet Holding Company, Inc. ("Holdings"), as the parent company of NBTY, and Barclays Bank PLC, as administrative agent, and several other lenders entered into the First Amendment and Refinancing Agreement pursuant to which NBTY repriced its loans. Under the terms of the agreement, the $1,750,000 term loan B-1 and revolving credit facility of $200,000 were established. Substantially all other terms are consistent with the original term loan B, including the amortization schedule of term loan B-1 and maturity dates.

        On December 30, 2011, NBTY prepaid $225,000 of its future principal payments on its term loan B-1. As a result of this prepayment $9,289 of deferred financing costs were charged to interest expense. In accordance with the prepayment provisions of the credit agreement governing the senior secured credit facilities, future scheduled payments of principal will not be required until the final balloon payment in October 2017.

        In November 2012, NBTY drew $80,000 from the revolving portion of its senior secured credit facilities to finance the acquisition of Balance Bar. As of June 30, 2013, NBTY repaid this borrowing in its entirety.

        On March 21, 2013 (the "Second Refinancing Date"), NBTY, Holdings, Barclays Bank PLC, as administrative agent, and several other lenders entered into the Third Amendment and Second Refinancing Agreement (the "Second Refinancing") pursuant to which NBTY repriced its term loan B-1 under its credit agreement. Under the terms of the Second Refinancing, the $1,750,000 term loan B-1 was replaced with a new $1,507,500 term loan B-2. Borrowings under term loan B-2 bear interest at a floating rate which can be, at NBTY's option, either (i) Eurodollar (LIBOR) rate plus an applicable margin, or (ii) base rate plus an applicable margin, in each case, subject to a Eurodollar (LIBOR) rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for term loan B-2 is 2.50% per annum for Eurodollar (LIBOR) loans and 1.50% per annum for base rate loans. Substantially all other terms are consistent with the original term loan B-1, including the maturity dates. As a result of the Second Refinancing, $4,232 of previously capitalized deferred financing costs, as well as $1,151 of the call premium on term loan B-1, were expensed and included in interest expense. In addition, costs incurred and recorded as deferred financing costs were approximately $15,190, including $13,924 of the call premium paid on term loan B-1, and are being amortized using the effective interest method. We fund working capital and general corporate purposes, including permitted acquisitions and other investments, with cash flows from operations as well as borrowings under our revolving credit facility.

        The following fees are applicable under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for Eurodollar rate loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the daily amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of our letter of credit issuers.

        The revolving credit facility matures in October 2015 and term loan B-2 matures in October 2017.

        NBTY may voluntarily prepay loans or reduce commitments under our senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Second Refinancing extended out the 1.00% prepayment penalty payable pursuant to a repricing transaction to one year after the Second Refinancing Date.

        NBTY must make prepayments on the term loan B-2 facility with the net cash proceeds of certain asset sales, casualty and condemnation events, the incurrence or issuance of indebtedness (other than indebtedness permitted to be incurred under our senior secured credit facilities unless specifically incurred to refinance a portion of our senior secured credit facilities) and 50% of excess cash flow, as defined in the credit agreement (such percentage subject to reduction based on achievement of total senior secured leverage ratios), in each case, subject to certain reinvestment rights and other exceptions. NBTY is also required to make prepayments under its revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Obligations under the senior secured credit facilities are guaranteed by Holdings and each of NBTY's current and future direct and indirect subsidiaries other than (i) foreign subsidiaries, (ii) unrestricted subsidiaries, (iii) non-wholly owned subsidiaries, (iv) certain receivables financing subsidiaries, (v) certain immaterial subsidiaries and (vi) certain holding companies of foreign subsidiaries, and are secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions).

        The senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on NBTY and its restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, amend organizational documents, or change our line of business or fiscal year. In addition, our senior secured credit facilities require the maintenance of a maximum total senior secured leverage ratio on a quarterly basis, calculated with respect to Consolidated EBITDA, as defined therein, if at any time amounts are outstanding under the revolving credit facility, including swingline loans and letters of credit. NBTY was in compliance with all financial covenants under the senior secured credit facilities at December 31, 2013. All other financial covenants in the original credit agreement governing the senior secured credit facilities were removed as part of the First Refinancing.

        The senior secured credit facilities provide that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

Holdco Notes

        On October 17, 2012, Holdings issued $550,000 in aggregate principal amount of 7.75%/8.50% contingent cash pay senior notes ("Holdco Notes") that mature on November 1, 2017. Interest on the Holdco Notes will accrue at the rate of 7.75% per annum with respect to cash interest and 8.50% per annum with respect to any paid-in-kind interest ("PIK Interest"). Interest on the Holdco Notes is payable semi-annually in arrears on May 1 and November 1 of each year. All interest payments made to date have been in cash. Holdings is a holding company with no operations and has no ability to service interest or principal on the Holdco Notes, other than through dividends it may receive from NBTY. NBTY is restricted, in certain circumstances, from paying dividends to Holdings by the terms of the indenture governing NBTY's 9.00% Senior Notes due 2018 (the "Notes") and the senior secured credit facilities. NBTY has not guaranteed the indebtedness of Holdings, nor pledged any of its assets as collateral, and the Holdco Notes are not reflected in NBTY's financial statements. The proceeds from the offering of the Holdco Notes, along with $200,000 of cash on hand from NBTY, as described below, were used to pay transaction fees and expenses and a $721,682 dividend to Holdings' shareholders in October 2012.

        On December 12, 2013, Holdings issued an additional $450,000 in aggregate principal amount of Holdco Notes that mature on November 1, 2017. The additional $450,000 Holdco Notes and the $550,000 of existing Holdco Notes previously issued on October 17, 2012 have identical terms and are treated as a single class for all purposes under the indenture governing the Holdco Notes. The gross proceeds from the offering of the $450,000 additional Holdco Notes was $460,125, inclusive of a $10,125 premium, which were used to pay transaction fees and expenses, including a consent, fee totaling $18,560 and a $445,537 dividend to Holdings' shareholders in December 2013.

        On October 11, 2012, NBTY amended its credit agreement to allow Holdings to issue the Holdco Notes. In addition, among other things, the amendment (i) increased the general restricted payments basket to $50,000, as defined in the credit agreement, (ii) increased the maximum total leverage ratio test which governs the making of restricted payments using Cumulative Credit (as defined in the credit agreement) and (iii) modified the definition of Cumulative Credit so that it conforms to the builder basket used in NBTY's indenture governing the Notes. Interest on the Holdco Notes will be paid via dividends from NBTY to Holdings, to the extent that NBTY is permitted under its credit agreement and the indenture governing the Notes. Expenses of $6,121 related to the amendment were capitalized as a deferred financing cost and are being amortized using the effective interest method. In conjunction with the amendment, NBTY paid Holdings a dividend of $193,956 in October 2012.

        Interest on the Holdco Notes shall be payable entirely in cash ("Cash Interest") to the extent that it is less than the maximum amount of allowable dividends and distributions plus any cash at Holdings ("Applicable Amount") as defined by the indenture governing the Holdco Notes. For any interest period after May 1, 2013 (other than the final interest period ending at stated maturity), if the Applicable Amount for such interest period will:

•           (i)  equal or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 25% of the then outstanding principal amount of the Holdco Notes by increasing the principal amount of the outstanding Holdco Notes or by issuing payment in kind notes ("PIK Notes") in a principal amount equal to such interest and (b) 75% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

           (ii)  equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 50% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 50% of the then outstanding principal amount of the Holdco Notes as Cash Interest;

          (iii)  equal or exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on (a) 75% of the then outstanding principal amount of the Holdco Notes as PIK Interest and (b) 25% of the then outstanding principal amount of the Holdco Notes as Cash Interest; or

          (iv)  be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then Holdings may, at its option, elect to pay interest on the Holdco Notes as PIK Interest.

        As described above, Holdings' ability to pay PIK Interest depends on the calculation of the Applicable Amount regardless of the availability of cash at Holdings.

        The interest on the Holdco Notes was paid in cash on May 1, 2013 and November 1, 2013 and was funded by a dividend of $22,970 and $21,313, respectively from NBTY.

Notes

        On October 1, 2010, NBTY issued $650,000 in aggregate principal amount of senior notes bearing interest at 9% in a private placement. On August 2, 2011, these privately placed notes were exchanged for substantially identical notes that were registered under the Securities Act of 1933, as amended, and therefore are freely tradable (the privately placed notes and such registered notes exchanged therefor, the ("Notes"). The Notes are senior unsecured obligations and mature on October 1, 2018. Interest on the Notes is paid on April 1 and October 1 of each year, and commenced on April 1, 2011.

        On and after October 1, 2014, NBTY may redeem the Notes, at its option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

        In addition, at any time prior to October 1, 2014, NBTY may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the indenture governing the Notes) as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        The Notes are jointly and severally irrevocably and unconditionally guaranteed by each of NBTY's subsidiaries that is a guarantor under the credit agreement. The Notes are uncollateralized and rank senior in right of payment to existing and future indebtedness that is expressly subordinated to the Notes, rank equally in right of payment to our and our subsidiary guarantors' senior unsecured debt, and are effectively junior to any of NBTY or its subsidiary guarantors' secured debt, to the extent of the value of the collateral securing such debt. The Notes contain certain customary covenants including, but not limited to, restrictions on NBTY and its restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, or pay dividends. NBTY was in compliance with all covenants under the Notes at December 31, 2013.

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Goodwill and Intangible Assets

3 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

        The change in the carrying amount of goodwill by segment for the three months ended December 31, 2013 is as follows:

	Wholesale			European Retail		Direct Response / E-Commerce		North Amercian Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Foreign currency translation		(1,719	)		7,038		—		—		5,319
Balance at December 31, 2013	$	643,501		$	331,891	$	264,985	$	25,744	$	1,266,121

        The carrying amounts of acquired other intangible assets for the periods indicated are as follows:

	December 31, 2013				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	913,936	$	126,258	$	913,972	$	116,330		17 - 25
Tradenames and other		178,279		18,408		177,903		16,677		20 - 30
		1,092,215		144,666		1,091,875		133,007
Indefinite lived intangible assets:
Tradenames		1,007,625		—		1,001,484		—
Total intangible assets	$	2,099,840	$	144,666	$	2,093,359	$	133,007

        Aggregate amortization expense of other definite lived intangible assets included in the consolidated statements of income and comprehensive income in selling, general and administrative expenses for the three months ended December 31, 2013, and 2012 was $11,603 and $11,101, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $46,000 per year.

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Facility Restructuring Charge (Tables)

3 Months Ended

Dec. 31, 2013

Facility Restructuring Charge

Summary of restructuring cash charges recorded and reconciliation of these charges to accrued expenses

	Workforce Reductions			Facility Costs		Total
Restructuring accrual—October 1, 2013	$	12,436		$	2,649	$	15,085
Cash payments		(3,314	)		—		(3,314	)
Restructuring accrual—December 31, 2013	$	9,122		$	2,649	$	11,771

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Segment Information

3 Months Ended

Dec. 31, 2013

Segment Information

Segment Information

13. Segment Information

        We are organized by segments on a worldwide basis. We evaluate performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (before corporate allocations) of each segment, as these are the key performance indicators that we review. Operating income or loss for each segment does not include the impact of any intercompany transfer pricing mark-up, corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to, human resources, legal, finance, and various other corporate-level activity related expenses. Such unallocated expenses remain within Corporate/Manufacturing.

        All of our products fall into one or more of these four segments:

• •

  Wholesale—This segment sells products under various brand names and third-party private labels, each targeting specific market groups which include virtually all major mass merchandisers, club stores, drug store chains and supermarkets. This segment also sells products to independent pharmacies, health food stores, the military and other retailers.

  •

  European Retail—This segment generates revenue through its 743 Holland & Barrett stores (including franchised stores in the following countries: 31 in China, 26 in Singapore, eight in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 57 GNC (UK) stores in the U.K., 128 De Tuinen stores (including seven franchised locations) in the Netherlands, 47 Nature's Way stores in Ireland and 13 Essenza stores in Belgium which were acquired in June of 2013, as well as internet-based sales from www.hollandandbarret.com, www.detuinen.nl and www.gnc.co.uk. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees.

  •

  Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and internet under the Puritan's Pride tradename. Catalogs are strategically mailed to customers who order by mail, internet or phone.

• •

  North American Retail—This segment generates revenue through its 423 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales fromwww.vitaminworld.com.

        The following table represents key financial information of our business segments:

	Total Reportable Business Segments
	Wholesale		European Retail		Direct Response/ E-Commerce		North American Retail		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2013:
Net sales	$	505,275	$	204,912	$	60,362	$	56,556	$	827,105	$	—		$	827,105
Income (loss) from continuing operations		82,728		43,960		6,975		2,792		136,455		(22,274	)		114,181
Depreciation and amortization		9,086		4,044		2,812		706		16,648		8,918			25,566
Capital expenditures		31		5,321		570		3,633		9,555		11,692			21,247
Three Months Ended December 31, 2012:
Net sales	$	494,204	$	178,983	$	58,685	$	57,355		789,227		—			789,227
Income (loss) from continuing operations		69,926		39,984		12,249		5,882		128,041		(22,916	)		105,125
Depreciation and amortization		9,629		3,743		2,504		630		16,506		6,885			23,391
Capital expenditures		174		8,108		112		757		9,151		24,367			33,518

        Total assets by segment are as follows:

	December 31, 2013		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,654,841	$	2,553,857
European Retail		951,804		924,979
Direct Response / E-Commerce		694,017		692,685
North American Retail		120,726		119,395
Total Reportable Business Segments:		4,421,388		4,290,916
Corporate / Manufacturing		701,316		782,400
Consolidated assets	$	5,122,704	$	5,073,316

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Income Taxes

3 Months Ended

Dec. 31, 2013

Income Taxes

Income Taxes

9. Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2014 and 2028. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended December 31, 2013 and 2012 was 33.0% and 34.0%, respectively. Our effective tax rate for the three month periods is lower than the Federal statutory rate generally due to the timing and mixture (foreign and domestic) of income and the partial reinvestment of foreign earnings in fiscal 2014 and 2013.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. This methodology is consistent with previous periods. At December 31, 2013, we had $1,674 and $662 accrued for the potential payment of interest and penalties, respectively. As of December 31, 2013, we were subject to U.S. federal income tax examinations for the tax years 2007-2013, and to non-U.S. examinations for the tax years 2006-2013. In addition, we are generally subject to state and local examinations for fiscal years 2008-2013.

        The Company is under an Internal Revenue Service ("IRS") examination for tax years 2007-2011. Among other issues, the IRS has questioned the values used by the Company to transfer product and provide services to an international subsidiary. The Company believes it has appropriately valued such product transfers and services and intends to continue to support this position as the IRS examination progresses.

        At December 31, 2013, we had a liability of $14,260 for unrecognized tax benefits, the recognition of which would have an effect of $10,670 on provision for income taxes at the effective income tax rate. We do not believe that the amount will change significantly in the next 12 months. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes.

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Fair Value of Financial Instruments

3 Months Ended

Dec. 31, 2013

Fair Value of Financial Instruments

Fair Value of Financial Instruments

7. Fair Value of Financial Instruments

        GAAP establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This framework requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

• •

  Level 1—Quoted prices in active markets for identical assets or liabilities.

  •

  Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

  •

  Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        The following table summarizes liabilities measured at fair value on a recurring basis at December 31, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(4,552	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,241	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(23,118	)

        The following table summarizes liabilities measured at fair value on a recurring basis at September 30, 2013:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(5,268	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(3,855	)
Non-current:
Interest rate swaps (included in other liabilities)	$	—	$	(1,066	)	$	—
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(18,399	)

        The Company's swap contracts are measured at fair value based on a market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Although non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, we do not view non-performance risk to be a significant input to the fair value for the interest rate swap contracts. However, with respect to our cross currency swap contracts, we believe that non-performance risk is higher; therefore, the Company classifies these swap contracts as "Level 3" in the fair value hierarchy and, accordingly, records estimated fair value adjustments based on internal projections and views of those contracts. The performance risk for the cross currency swap contracts as a percentage of the unadjusted liabilities ranged from 9.9% to 10.5% (10.2% weighted average).

        The following table shows the Level 3 activity related to our cross currency swaps for the three months ended December 31, 2013 and 2012:

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012
Beginning balance:	$	(22,254	)	$	(24,862	)
Unrealized loss on cross currency swaps		(5,105	)		(1,016	)
Ending balance:	$	(27,359	)	$	(25,878	)

Interest Rate Swaps

        To manage the potential risk arising from changing interest rates and their impact on long-term debt, our policy is to maintain a combination of available fixed and variable rate financial instruments. During March 2011, we entered into three interest rate swap contracts to fix the LIBOR indexed interest rates on a portion of our senior secured credit facilities until the indicated expiration dates of these swap contracts. Each swap contract has an initial notional amount of $333,333 (for a total of one billion dollars), with a fixed interest rate of 1.92% for a four-year term. The notional amount of each swap decreased to $266,666 in December 2012, decreased to $166,666 in December 2013 and has a maturity date of December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities are swapped for fixed interest payments. These interest rate swap contracts were designated as a cash flow hedge of the variable interest payments on a portion of our term loan debt. Hedge effectiveness is being assessed based on the overall changes in the fair value of the interest rate swap contracts. Any potential ineffectiveness is measured using the hypothetical derivative method. Any ineffectiveness is recognized in current earnings. Hedge ineffectiveness from inception to December 31, 2013 was $0.

Cross Currency Swaps

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound, arising from our net investment in British pound denominated operations, we entered into three cross currency swap contracts in December 2010, to hedge a portion of the net investment in our British pound denominated foreign operations. The aggregate notional amount of the swap contracts is £194,200 British pounds (approximately $300,000 U.S. dollars), with a forward rate of 1.565, and a termination date of September 30, 2017.

        These cross currency contracts were designated as a net investment hedge to the net investment in our British pound denominated operations. Hedge effectiveness is assessed based on the overall changes in the fair value of the cross currency swap contracts. Any potential hedge ineffectiveness is measured using the hypothetical derivative method and is recognized in current earnings. Hedge ineffectiveness (gain) / loss for the three months ended December 31, 2013 and 2012 was ($1,010) and $64, respectively, and is recorded in Miscellaneous, net.

        The following table shows the net of tax impact, of the Company's derivative instruments designated as cash flow and net investment hedging instruments:

	Three Months Ended December 31,
	2013						2012
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	(783	)	$	(1,868	)	$	(1,031	)	$	(2,339	)
Net Investment Hedges:
Cross currency swaps		(4,154	)		—			(584	)		—
Total	$	(4,937	)	$	(1,868	)	$	(1,615	)	$	(2,339	)

Term loan B-2

        The face amount of the term loan B-2 is $1,507,500, which approximates fair value based on Level 2 inputs, as this loan accrues interest at a variable interest rate.

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $712,563 as of December 31, 2013.

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Litigation Summary

3 Months Ended

Dec. 31, 2013

Litigation Summary

Litigation Summary

8. Litigation Summary

Glucosamine-Based Dietary Supplements

        Beginning in June 2011, certain putative class actions have been filed in various jurisdictions against NBTY, its subsidiary Rexall Sundown, Inc. ("Rexall"), and/or other companies as to which there may be a duty to defend and indemnify, challenging the marketing of glucosamine-based dietary supplements, under various states' consumer protection statutes. The lawsuits against NBTY and its subsidiaries are: Cardenas v. NBTY, Inc. and Rexall Sundown, Inc. (filed June 14, 2011) in the United States District Court for the Eastern District of California, on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief; Jennings v. Rexall Sundown, Inc. (filed August 22, 2011) in the United States District Court for the District of Massachusetts, on behalf of a putative class of Massachusetts consumers seeking unspecified trebled compensatory damages; and Nunez v. NBTY, Inc. et al. (filed March 1, 2013) in the United States District Court for the Southern District of California (the "Nunez Case"), on behalf of a putative class of California consumers seeking unspecified compensatory damages based on theories of restitution and disgorgement, plus injunctive relief, as well as other cases in California and Illinois against certain wholesale customers as to which we may have certain indemnification obligations. The Nunez Case settled on an individual basis on June 20, 2013.

        In March 2013, NBTY agreed upon a proposed settlement with the remaining plaintiffs, which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY, and which provides for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs. Fairness Hearings took place on October 4, 2013 and November 20, 2013. On January 3, 2014, the court issued an opinion and order approving the settlement as modified ("the Order"). The final judgment was issued on January 22, 2014 ("the Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014.

        In fiscal 2013, NBTY recorded a provision of $12,000 reflecting its best estimate of exposure for payments to the class together with attorney's fees, and notice and administrative costs in connection with this class action settlement. As a result of the court's approval of the settlement and the closure of the claims period, NBTY has reduced its estimate of exposure to $6,100. This reduction in the estimated exposure has been reflected in the Company's first quarter results for fiscal 2014. Until the appeal is resolved, no final determination can be made as to the ultimate outcome of the litigation or the amount of liability on the part of NBTY.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability, false advertising, intellectual property and Proposition 65 claims) arise from time to time in the ordinary course of our business. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial statements, if adversely determined against us.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

10. Accumulated Other Comprehensive Income (Loss)

        Additions to and reclassifications out of accumulated other comprehensive income (loss) attributable to the Company were as follows:

	Three Months Ended December 31, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,682	)	$	(3,902	)	$	(13,584	)
Other comprehensive income before reclassifications		12,196			(783	)		11,413
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,868			1,868
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

	Three Months Ended December 31, 2012(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2012		(10,288	)		(8,306	)	$	(18,594	)
Other comprehensive income before reclassifications		(1,279	)		(1,031	)		(2,310	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			2,339			2,339
Balance at December 31, 2012	$	(11,567	)	$	(6,998	)	$	(18,565	)

(1)

All amounts are net of tax, amounts in parentheses indicate debits.

(2)

These (gains) losses are reclassified into Interest expense. See Note 7, Fair Value of Financial Instruments.

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Facility Restructuring Charge (Details) (Closure of facilities, USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended	21 Months Ended	3 Months Ended			21 Months Ended
	Mar. 12, 2013 item	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013 Workforce Reductions	Dec. 31, 2013 Facility Costs	Sep. 30, 2013 Facility Costs	Sep. 30, 2014 Accelerated depreciation
Facility restructuring charge
Expected number of facilities to be eliminated	7
Cumulative charges			$ 32,695				$ 12,588
Reconciliation of charges to accrued expenses
Restructuring accrual at the beginning of the period		15,085		12,436	2,649	2,649
Cash payments		(3,314)		(3,314)
Restructuring accrual at the end of the period		$ 11,771		$ 9,122	$ 2,649	$ 2,649

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013 item	Dec. 31, 2012
Segment Information
Number of business segments	4
Segment Information
Net sales	$ 827,105	$ 789,227
Income (loss) from continuing operations	114,181	105,125
Depreciation and amortization	25,566	23,391
Capital expenditures	21,247	33,518
Reportable Business Segments
Segment Information
Net sales	827,105	789,227
Income (loss) from continuing operations	136,455	128,041
Depreciation and amortization	16,648	16,506
Capital expenditures	9,555	9,151
Corporate/Manufacturing
Segment Information
Income (loss) from continuing operations	(22,274)	(22,916)
Depreciation and amortization	8,918	6,885
Capital expenditures	11,692	24,367
Wholesale | Reportable Business Segments
Segment Information
Net sales	505,275	494,204
Income (loss) from continuing operations	82,728	69,926
Depreciation and amortization	9,086	9,629
Capital expenditures	31	174
European Retail | Holland & Barrett
Segment Information
Number of stores	743
European Retail | Holland & Barrett | China
Segment Information
Number of franchised stores	31
European Retail | Holland & Barrett | Singapore
Segment Information
Number of franchised stores	26
European Retail | Holland & Barrett | United Arab Emirates
Segment Information
Number of franchised stores	8
European Retail | Holland & Barrett | Cyprus
Segment Information
Number of franchised stores	8
European Retail | Holland & Barrett | Malta
Segment Information
Number of franchised stores	4
European Retail | Holland & Barrett | Gibraltar
Segment Information
Number of franchised stores	1
European Retail | Holland & Barrett | Iceland
Segment Information
Number of franchised stores	1
European Retail | GNC (UK) stores | U.K.
Segment Information
Number of stores	57
European Retail | De Tuinen | Netherlands
Segment Information
Number of stores	128
Number of franchised stores	7
European Retail | Nature's Way | Ireland
Segment Information
Number of stores	47
European Retail | Essenza | Belgium
Segment Information
Number of stores	13
European Retail | Reportable Business Segments
Segment Information
Net sales	204,912	178,983
Income (loss) from continuing operations	43,960	39,984
Depreciation and amortization	4,044	3,743
Capital expenditures	5,321	8,108
Direct Response / E-Commerce | Reportable Business Segments
Segment Information
Net sales	60,362	58,685
Income (loss) from continuing operations	6,975	12,249
Depreciation and amortization	2,812	2,504
Capital expenditures	570	112
North American Retail | Vitamin World
Segment Information
Number of stores	423
North American Retail | Reportable Business Segments
Segment Information
Net sales	56,556	57,355
Income (loss) from continuing operations	2,792	5,882
Depreciation and amortization	706	630
Capital expenditures	$ 3,633	$ 757

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Basis of Presentation (Policies)

3 Months Ended

Dec. 31, 2013

Basis of Presentation

Estimates

Estimates

        The preparation of financial statements in conformity with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our most significant estimates include: sales returns, promotions and other allowances; inventory valuation and obsolescence; valuation and recoverability of long-lived assets, including goodwill; stock-based compensation; income taxes and accruals for the outcome of litigation.

Accounts Receivable Reserves

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2013		September 30, 2013
Allowance for sales returns	$	12,220	$	13,549
Promotional program incentive allowances		99,807		82,827
Allowance for doubtful accounts		3,423		2,472
	$	115,450	$	98,848

Recent Accounting Developments

Recent Accounting Developments

        In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statement or in the notes hereto) the effects on the line items of the income statement for amounts reclassified out of AOCI. The new guidance became effective for us beginning October 1, 2013. See Note 10, "Accumulated Other Comprehensive Income (loss)".

        In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning on October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In July 2013, the FASB issued guidance which amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss carryforward whenever the net operating loss carryforward or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This guidance is effective for annual and interim periods for fiscal years beginning after December 15, 2013, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets

Schedule of change in carrying amount of goodwill by segment

	Wholesale			European Retail		Direct Response / E-Commerce		North Amercian Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Foreign currency translation		(1,719	)		7,038		—		—		5,319
Balance at December 31, 2013	$	643,501		$	331,891	$	264,985	$	25,744	$	1,266,121

Schedule of carrying amounts of acquired other intangible assets

	December 31, 2013				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	913,936	$	126,258	$	913,972	$	116,330		17 - 25
Tradenames and other		178,279		18,408		177,903		16,677		20 - 30
		1,092,215		144,666		1,091,875		133,007
Indefinite lived intangible assets:
Tradenames		1,007,625		—		1,001,484		—
Total intangible assets	$	2,099,840	$	144,666	$	2,093,359	$	133,007

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Business and Credit Concentration (Details) (Customer concentration risk)	3 Months Ended													12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2013 Net sales Customer A	Dec. 31, 2012 Net sales Customer A	Dec. 31, 2013 Net sales Customer A Wholesale segment	Dec. 31, 2012 Net sales Customer A Wholesale segment	Dec. 31, 2013 Net sales Customer B	Dec. 31, 2012 Net sales Customer B	Dec. 31, 2013 Net sales Customer B Wholesale segment	Dec. 31, 2012 Net sales Customer B Wholesale segment	Dec. 31, 2013 Net sales Customer C	Dec. 31, 2012 Net sales Customer C	Dec. 31, 2013 Net sales Customer C Wholesale segment	Dec. 31, 2012 Net sales Customer C Wholesale segment	Dec. 31, 2013 Gross accounts receivable Customer A Wholesale segment	Sep. 30, 2013 Gross accounts receivable Customer A Wholesale segment	Dec. 31, 2013 Gross accounts receivable Customer B Wholesale segment	Sep. 30, 2013 Gross accounts receivable Customer B Wholesale segment	Dec. 31, 2013 Gross accounts receivable Customer C Wholesale segment	Sep. 30, 2013 Gross accounts receivable Customer C Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	11.00%	14.00%	18.00%	22.00%	10.00%	8.00%	17.00%	13.00%	5.00%	7.00%	8.00%	10.00%	13.00%	12.00%	18.00%	11.00%	10.00%	9.00%

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Fair Value of Financial Instruments (Details) (Recurring, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013
Level 2 | Interest rate swaps
Fair value measurements
Derivative liabilities (included in accrued expenses and other current liabilities)	$ (4,552)	$ (5,268)
Derivative liabilities (included in other liabilities)		(1,066)
Level 3 | Cross currency swaps
Fair value measurements
Derivative liabilities (included in accrued expenses and other current liabilities)	(4,241)	(3,855)
Derivative liabilities (included in other liabilities)	$ (23,118)	$ (18,399)

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Consolidated Statements of Income and Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Consolidated Statements of Income and Comprehensive Income
Foreign currency translation adjustment, tax	$ 2,388	$ 770
Change in fair value of interest rate swaps, tax	$ (697)	$ (822)

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Inventories

3 Months Ended

Dec. 31, 2013

Inventories

Inventories

4. Inventories

        The components of inventories are as follows:

	December 31, 2013		September 30, 2013
Raw materials	$	240,670	$	195,713
Work-in-process		24,726		25,068
Finished goods		571,253		519,171
Total	$	836,649	$	739,952

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Long-Term Debt (Tables)

3 Months Ended

Dec. 31, 2013

Long-Term Debt

Schedule of components of long-term debt

	December 31, 2013			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		1,174			1,281
		2,158,674			2,158,781
Less: current portion		(325	)		(376	)
Total	$	2,158,349		$	2,158,405

Schedule of redemption prices of Notes

Period	Redemption Price
2014		104.50	%
2015		102.25	%
2016 and thereafter		100.00	%

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Goodwill and Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified					3 Months Ended				3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2013 Brands and customer relationships	Sep. 30, 2013 Brands and customer relationships	Dec. 31, 2013 Brands and customer relationships Minimum	Dec. 31, 2013 Brands and customer relationships Maximum	Dec. 31, 2013 Tradenames and other	Sep. 30, 2013 Tradenames and other	Dec. 31, 2013 Tradenames and other Minimum	Dec. 31, 2013 Tradenames and other Maximum
Definite lived intangible assets:
Gross carrying amount	$ 1,092,215	$ 1,091,875	$ 913,936	$ 913,972			$ 178,279	$ 177,903
Accumulated amortization	144,666	133,007	126,258	116,330			18,408	16,677
Amortization period					17 years	25 years			20 years	30 years
Indefinite lived intangible asset:
Tradenames	1,007,625	1,001,484
Total intangible assets	$ 2,099,840	$ 2,093,359

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Condensed Consolidating Financial Statements of Guarantors

3 Months Ended

Dec. 31, 2013

Condensed Consolidating Financial Statements of Guarantors

Condensed Consolidating Financial Statements of Guarantors

14. Condensed Consolidating Financial Statements of Guarantors

        The Notes were issued by NBTY and are guaranteed by each of its current and future direct and indirect 100% owned subsidiaries, subject to certain exceptions. These guarantees are full, unconditional and joint and several. The following condensed consolidating financial information presents:

• 1.

  Condensed consolidating financial statements as of December 31, 2013 and September 30, 2013 and for the three months ended December 31, 2013 and 2012 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis; and
  
  

  2.

  Elimination entries necessary to consolidate NBTY, the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly owned subsidiaries. Under this 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 principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        In the first quarter of fiscal 2014, we revised the presentation of certain amounts related to the application of push-down accounting in connection with the acquisition of the Company by Carlyle on October 1, 2010 which resulted in a revised presentation of a debt balance and the associated intercompany interest between the parent and guarantors and the presentation of certain transactions previously reflected as intercompany activities as equity transactions. In addition, we revised the cash flow presentation for dividends remitted from the non-guarantor subsidiaries as well as funds remitted from the guarantor to the parent. These revisions impacted the consolidating balance sheet as of September 30, 2013 and the consolidating statements of income and comprehensive income and cash flows for the three months ended December 31, 2012. The revisions to this supplemental information did not impact any amounts reported in our previously issued Consolidated Financial Statements. In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108, we assessed the materiality of these revisions and concluded that the revisions were not material to any of our previously issued consolidated financial statements. As comparative prior period supplemental guarantor subsidiaries financial information is presented in future filings, we will similarly revise such prior period information.

Condensed Consolidating Balance Sheet
As of December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	19,151		$	1,994		$	95,605	$	—		$	116,750
Accounts receivable, net		—			164,418			39,775		—			204,193
Intercompany		19,202			—			—		(19,202	)		—
Inventories		—			651,323			185,326		—			836,649
Deferred income taxes		—			23,838			659		—			24,497
Other current assets		19,254			22,461			34,382					76,097
Total current assets		57,607			864,034			355,747		(19,202	)		1,258,186
Property, plant and equipment, net		89,000			311,861			180,062		—			580,923
Goodwill		—			813,688			452,433		—			1,266,121
Other intangible assets, net		—			1,591,317			363,857		—			1,955,174
Other assets		56,313			5,909			78		—			62,300
Intercompany		2,487,880			1,015,578			42,082		(3,545,540	)		—
Investments in subsidiaries		2,253,491			—			—		(2,253,491	)		—
Total assets	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	325	$	—		$	325
Accounts payable		—			215,424			76,567		—			291,991
Intercompany					19,202			—		(19,202	)		—
Accrued expenses and other current liabilities		23,442			109,349			54,816		—			187,607
Total current liabilities		23,442			343,975			131,708		(19,202	)		479,923
Intercompany		1,057,660			2,157,500			330,380		(3,545,540	)		0
Long-term debt, net of current portion		2,157,500			—			849		—			2,158,349
Deferred income taxes		10,322			637,726			99,583		—			747,631
Other liabilities		23,119			15,388			26,046		—			64,553
Total liabilities		3,272,043			3,154,589			588,566		(3,564,742	)		3,450,456
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,558,546			1,211,581			733,411		(1,944,992	)		1,558,546
Retained earnings		114,005			239,034			61,136		(300,170	)		114,005
Accumulated other comprehensive income (loss)		(303	)		(2,817	)		11,146		(8,329	)		(303	)
Total stockholder's equity		1,672,248			1,447,798			805,693		(2,253,491	)		1,672,248
Total liabilities and stockholder's equity	$	4,944,291		$	4,602,387		$	1,394,259	$	(5,818,233	)	$	5,122,704

Condensed Consolidating Balance Sheet
As of September 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	81,356		$	35,357		$	81,848	$	—		$	198,561
Accounts receivable, net		—			127,894			43,776		—			171,670
Intercompany		34,549			—			—		(34,549	)		—
Inventories		—			561,276			178,676		—			739,952
Deferred income taxes		—			23,004			633		—			23,637
Other current assets		19,033			24,104			35,442		—			78,579
Total current assets		134,938			771,635			340,375		(34,549	)		1,212,399
Property, plant and equipment, net		88,612			308,852			174,065		—			571,529
Goodwill		—			813,688			447,114		—			1,260,802
Other intangible assets, net		—			1,601,964			358,388		—			1,960,352
Other assets		61,218			6,937			79		—			68,234
Intercompany		2,480,760			1,062,900			29,082		(3,572,742	)		—
Investments in subsidiaries		2,180,814			—			—		(2,180,814	)		—
Total assets	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	376	$	—		$	376
Accounts payable		—			195,712			63,348		—			259,060
Intercompany		—			34,549			—		(34,549	)		—
Accrued expenses and other current liabilities		38,407			109,865			71,494		—			219,766
Total current liabilities		38,407			340,126			135,218		(34,549	)		479,202
Intercompany		1,091,982			2,157,500			323,260		(3,572,742	)		0
Long-term debt, net of current portion		2,157,500			—			905		—			2,158,405
Deferred income taxes		14,151			637,726			99,542		—			751,419
Other liabilities		19,463			14,650			25,338		—			59,451
Total liabilities		3,321,503			3,150,002			584,263		(3,607,291	)		3,448,477
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—		—			—
Capital in excess of par		1,556,926			1,211,581			733,411		(1,944,992	)		1,556,926
Retained earnings		81,497			208,295			30,198		(238,493	)		81,497
Accumulated other comprehensive income (loss)		(13,584	)		(3,902	)		1,231		2,671			(13,584	)
Total stockholder's equity		1,624,839			1,415,974			764,840		(2,180,814	)		1,624,839
Total liabilities and stockholder's equity	$	4,946,342		$	4,565,976		$	1,349,103	$	5,788,105		$	5,073,316

Condensed Consolidating Statement of Income
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	571,066		$	285,141		$	(29,102	)	$	827,105
Costs and expenses:
Cost of sales		—			341,868			128,952			(29,102	)		441,718
Advertising, promotion and catalog		—			29,114			9,408			—			38,522
Selling, general and administrative		22,273			116,880			93,531			—			232,684
		22,273			487,862			231,891			(29,102	)		712,924
(Loss) income from operations		(22,273	)		83,204			53,250			—			114,181
Other income (expense):
Intercompany interest		39,708			(34,798	)		(4,910	)		—			—
Interest		(34,798	)		—			(20	)		—			(34,818	)
Miscellaneous, net		910			951			(871	)		—			990
		5,820			(33,847	)		(5,801	)		—			(33,828	)
Income before income taxes		(16,453	)		49,357			47,449			—			80,353
Provision for income taxes		(5,369	)		18,615			13,286			—			26,532
Equity in income of subsidiaries		64,905			—			—			(64,905	)		—
Net income		53,821			30,742			34,163			(64,905	)		53,821
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes		12,196			—			9,915			(9,915	)		12,196
Change in fair value of interest rate swaps, net of taxes		1,085			1,085			—			(1,085	)		1,085
Comprehensive income	$	67,102		$	31,827		$	44,078		$	(75,905	)	$	67,102

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	563,570		$	251,341		$	(25,684	)	$	789,227
Costs and expenses:
Cost of sales		—			342,474			111,959			(25,684	)		428,749
Advertising, promotion and catalog		—			28,716			7,128			—			35,844
Selling, general and administrative		22,837			109,882			86,790			—			219,509
		22,837			481,072			205,877			(25,684	)		684,102
(Loss) income from operations		(22,837	)		82,498			45,464			—			105,125
Other income (expense):
Intercompany interest		39,658			(37,133	)		(2,525	)		—			—
Interest		(37,133	)		—			—			—			(37,133	)
Miscellaneous, net		74			2,097			(1,723	)		—			448
		2,599			(35,036	)		(4,248	)		—			(36,685	)
Income from operations before income taxes		(20,238	)		47,462			41,216			—			68,440
(Benefit)/provision for income taxes		(6,128	)		17,857			11,540			—			23,269
Equity in income of subsidiaries		59,281			—			—			(59,281	)		—
Net income		45,171			29,605			29,676			(59,281	)		45,171
Other comprehensive income:
Foreign currency translation adjustment, net of taxes		(1,279	)		—			2,803			(2,803	)		(1,279	)
Change in fair value of interest rate swaps, net of taxes		1,308			1,308			—			(1,308	)		1,308
Comprehensive income	$	45,200		$	30,913		$	32,479		$	(63,392	)	$	45,200

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(6,378	)	$	(54,362	)	$	23,876		$	(3,225	)	$	(40,089	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash used in investing activities		(1,127	)		(12,388	)		(7,732	)		—			(21,247	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(132	)		—			(132	)
Intercompay		(33,387	)		33,387			—			—			—
Dividends paid		(21,313	)					(3,225	)		3,225			(21,313	)
Cash used in financing activities		(54,700	)		33,387			(3,357	)		3,225			(21,445	)
Effect of exchange rate changes on cash		—			—			970			—			970
Net (decrease) increase in cash and cash equivalents		(62,205	)		(33,363	)		13,757			—			(81,811	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	19,151		$	1,994		$	95,605		$	—		$	116,750

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2012

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	82,020		$	(17,526	)	$	(11,991	)	$	(12,862	)	$	39,641
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,225	)		(17,094	)		(6,199	)		—			(33,518	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(78,089	)		—			—			—			(78,089	)
Net cash used in investing activities		(80,766	)		(17,094	)		(6,199	)		—			(104,059	)
Cash flows from financing activities:
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(10,000	)		—			—			—			(10,000	)
Payments for financing fees		(6,121	)		—			—			—			(6,121	)
Intercompany		(23,111	)		23,111			—			—			—
Dividends paid		(193,956	)		—			(12,862	)		12,862			(193,956	)
Net cash used in financing activities		(153,188	)		23,111			(12,862	)		12,862			(130,077	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(53	)		—			(53	)
Net decrease in cash and cash equivalents		(151,934	)		(11,509	)		(31,105	)		—			(194,548	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	31,727		$	3,080		$	85,781		$	—		$	120,588

        The table below presents, for each line item of the Condensed Financial Statements as of September 30, 2013 and for the three months ended December 31, 2012 that we corrected, a comparison of the revised balance with the originally reported balance.

	Parent Company						Guarantor Subsidiaries					Non-Guarantor Subsidiaries						Eliminations
($ in millions)	As Reported			As Revised			As Reported		As Revised			As Reported			As Revised			As Reported			As Revised
Balance Sheet
Current Assets
Intercompany	$	857.7		$	34.5		$	—	$	—		$	264.1		$	—		$	(1,121.8	)	$	(34.5	)
Other current assets	$	—		$	19.0		$	43.1	$	24.1		$	35.4		$	35.4		$	—		$	—
Total current assets	$	939.0		$	134.9		$	790.7	$	771.6		$	604.4		$	340.4		$	(1,121.8	)	$	(34.5	)
Other assets	$	—		$	61.2		$	68.2	$	6.9		$	0.1		$	0.1		$	—		$	—
Intercompany	$	323.3		$	2,480.8		$	—	$	1,062.9		$	—		$	29.1		$	(323.3	)	$	(3,572.7	)
Investments in subsidiaries	$	3,211.1		$	2,180.8		$	—	$	—		$	—		$	—		$	(3,211.1	)	$	(2,180.8	)
Total assets	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Liabilities and Stockholder's Equity
Current liabilities:
Intercompany	$	—		$	—		$	1,121.8	$	34.5		$	—		$	—		$	(1,121.8	)	$	(34.5	)
Total current liabilities	$	38.4		$	38.4		$	1,424.3	$	340.1		$	135.2		$	135.2		$	(1,121.8	)	$	(34.5	)
Intercompany	$	—		$	1,092.0		$	—	$	2,157.5		$	323.3		$	323.3		$	(323.3	)	$	(3,572.7	)
Deferred income taxes	$	721.8		$	14.2		$	22.0	$	637.7		$	7.5		$	99.5		$	—		$	—
Total liabilities	$	2,937.2		$	3,321.5		$	1,464.0	$	3,150.0		$	492.3		$	584.3		$	(1,445.0	)	$	(3,607.3	)
Stockholder's Equity:
Capital in excess of par	$	1,556.9		$	1,556.9		$	352.0	$	1,211.6		$	301.3		$	733.4		$	(653.3	)	$	(1,945.0	)
Retained earnings	$	81.5		$	81.5		$	1,767.3	$	208.3		$	789.3		$	30.2		$	(2,556.6	)	$	(238.5	)
Accumulated other comprehensive income (loss)	$	(13.6	)	$	(13.6	)	$	—	$	(3.9	)	$	1.2		$	1.2		$	(1.2	)	$	2.7
Total stockholder's equity	$	1,624.8		$	1,624.8		$	2,119.3	$	1,416.0		$	1,091.8		$	764.8		$	(3,211.1	)	$	(2,180.8	)
Total liabilities and stockholder's equity	$	4,562.0		$	4,946.3		$	3,583.3	$	4,566.0		$	1,584.1		$	1,349.1		$	(4,656.1	)	$	(5,788.1	)
Statement of income and comprehensive income
Intercompany interest	$	2.5		$	39.7		$	—	$	(37.1	)	$	(2.5	)	$	(2.5	)	$	—		$	—
Total other income (expense)	$	(34.5	)	$	2.6		$	2.1	$	(35.0	)	$	(4.2	)	$	(4.2	)	$	—		$	—
Income before income taxes	$	(57.4	)	$	(20.2	)	$	84.6	$	47.5		$	41.2		$	41.2		$	—		$	—
Provision for income taxes	$	(17.9	)	$	(6.1	)	$	29.6	$	17.9		$	11.5		$	11.5		$	—		$	—
Equity in income of subsidiaries	$	84.7		$	59.3		$	—	$	—		$	—		$	—		$	(84.7	)	$	(59.3	)
Net income	$	45.2		$	45.2		$	55.0	$	29.6		$	29.7		$	29.7		$	(84.7	)	$	(59.3	)
Change in fair value of interest rate swap, net of taxes	$	1.3		$	1.3		$	—	$	1.3		$	—		$	—		$	—		$	(1.3	)
Comprehensive income	$	45.2		$	45.2		$	55.0	$	30.9		$	29.7		$	29.7		$	(84.7	)	$	(63.4	)
Statement of cash flows
Cash (used in) provided by operating activities	$	58.9		$	82.0		$	5.6	$	(17.5	)	$	(24.9	)	$	(12.0	)	$	—		$	(12.9	)
Dividends paid	$	(194.0	)	$	(194.0	)	$	—	$	—		$	—		$	(12.9	)	$	—		$	12.9
Intercompany	$	—		$	(23.1	)	$	—	$	23.1		$	—		$	—		$	—		$	—
Cash used in financing activities	$	(130.1	)	$	(153.2	)	$	—	$	23.1		$	—		$	(12.9	)	$	—		$	12.9