10-Q

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 June 30, 2014
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 July 31, 2014 was 1,000.

NBTY, Inc. and Subsidiaries
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		37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		59
Item 4.	Controls and Procedures		60
PART II
Item 1.	Legal Proceedings		61
Item 1A.	Risk Factors		63
Item 6.	Exhibits		64
Signatures			65
Exhibits

PART I
Item 1. Financial Statements

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

	June 30, 2014		September 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	94,417	$	198,561
Accounts receivable, net		184,532		171,670
Inventories		872,766		739,952
Deferred income taxes		24,373		23,637
Other current assets		78,846		78,579
Total current assets		1,254,934		1,212,399
Property, plant and equipment, net		590,365		571,529
Goodwill		1,274,447		1,260,802
Intangible assets, net		1,941,512		1,960,351
Other assets		64,521		68,235
Total assets	$	5,125,779	$	5,073,316
Liabilities and Stockholder's Equity
Current liabilities:
Current portion long-term debt	$	295	$	376
Accounts payable		256,615		259,060
Accrued expenses and other current liabilities		198,897		219,766
Total current liabilities		455,807		479,202
Long-term debt, net of current portion		2,158,203		2,158,405
Deferred income taxes		747,900		751,419
Other liabilities		73,647		59,451
Total liabilities		3,435,557		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		1,560,298		1,556,926
Retained earnings		118,422		81,497
Accumulated other comprehensive income (loss)		11,502		(13,584	)
Total stockholder's equity		1,690,222		1,624,839
Total liabilities and stockholder's equity	$	5,125,779	$	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 June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013
Net sales	$	806,961		$	802,829		$	2,413,092		$	2,349,930
Costs and expenses:
Cost of sales		431,204			424,870			1,304,003			1,267,635
Advertising, promotion and catalog		60,931			48,150			158,236			142,706
Selling, general and administrative		235,538			224,422			707,115			675,388
Facility restructuring charge		—			4,944			—			35,144
		727,673			702,386			2,169,354			2,120,873
Income from operations		79,288			100,443			243,738			229,057
Other income (expense):
Interest		(33,794	)		(34,064	)		(101,698	)		(112,749	)
Miscellaneous, net		2,534			3,824			1,809			4,284
		(31,260	)		(30,240	)		(99,889	)		(108,465	)
Income from operations before income taxes		48,028			70,203			143,849			120,592
Provision for income taxes		14,761			18,953			46,861			34,575
Net income		33,267			51,250			96,988			86,017
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes of $(813), $(253), $2,718 and $(7,088)		11,127			(2,857	)		22,615			(45,221	)
Change in fair value of interest rate swaps, net of taxes of $(436), $(730), $(1,559) and $(2,151)		699			1,161			2,469			3,422
Total other comprehensive income (loss), net of tax		11,826			(1,696	)		25,084			(41,799	)
Comprehensive income	$	45,093		$	49,554		$	122,072		$	44,218

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)

	Nine Months Ended June 30, 2014			Nine Months Ended June 30, 2013
Cash flows from operating activities:
Net income	$	96,988		$	86,017
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets		5,974			4,532
Depreciation of property, plant and equipment		44,076			49,821
Amortization of intangible assets		34,633			34,123
Foreign currency transaction loss (gain)		632			(1,289	)
Amortization and write-off of deferred financing fees		14,200			16,735
Stock-based compensation		3,373			1,885
Allowance for doubtful accounts		579			25
Inventory reserves		3,681			868
Deferred income taxes		(4,184	)		(9,543	)
Call premium on term loan		—			(15,075	)
Changes in operating assets and liabilities:
Accounts receivable		(13,107	)		(23,456	)
Inventories		(130,953	)		16,609
Other assets		(1,033	)		14,120
Accounts payable		(3,798	)		27,818
Accrued expenses and other liabilities		(24,044	)		9,845
Net cash provided by operating activities		27,017			213,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(72,436	)		(96,854	)
Proceeds from sale of building		—			7,548
Cash paid for acquisitions, net of cash acquired		—			(82,472	)
Net cash used in investing activities		(72,436	)		(171,778	)
Cash flows from financing activities:
Principal payments under long-term agreements		(298	)		(442	)
Proceeds from borrowings under the revolver		—			80,000
Paydowns of borrowings under the revolver		—			(80,000	)
Payments for financing fees		—			(7,387	)
Dividends paid		(60,063	)		(216,926	)
Net cash used in financing activities		(60,361	)		(224,755	)
Effect of exchange rate changes on cash and cash equivalents		1,636			(4,254	)
Net decrease in cash and cash equivalents		(104,144	)		(187,752	)
Cash and cash equivalents at beginning of period		198,561			315,136
Cash and cash equivalents at end of period	$	94,417		$	127,384
Non-cash investing and financing information:
Property, plant and equipment additions included in accounts payable	$	6,804		$	10,438

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

5

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands)

1. Basis of Presentation

        NBTY, Inc. ("NBTY"), together with its subsidiaries, (the "Company," "we," or "us"), is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. 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 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:

	June 30, 2014		September 30, 2013
Allowance for sales returns	$	12,730	$	13,549
Promotional program incentive allowances		93,446		82,827
Allowance for doubtful accounts		3,946		2,472
	$	110,122	$	98,848

6

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

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 thereto) 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)" and the Consolidated Statements of Operations and 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. 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 April 2014, the FASB issued revised guidance to reduce diversity in practice for reporting discontinued operations. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity's operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The revised guidance is effective for all disposals (or classifications as held for sale) of components for us beginning October 1, 2015, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The

7

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

guidance is effective for us beginning October 1, 2017 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In June 2014, the FASB issued guidance to clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

Revision

        A revision was made to the prior year's Statements of Operations and Comprehensive Income to correct the prior year presentation, whereby changes in the fair value of the cross-currency swaps were reclassified from changes in the fair value of interest rate swaps to foreign currency translation adjustments. In addition, see Note 14 for a revision that was made to the Condensed Consolidating Financials Statements of Guarantors.

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 involved the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities.

        The restructuring plan commenced in the second quarter of fiscal 2013 and was completed in fiscal 2014. The restructuring resulted in cumulative charges of $32,695 before tax over that period, of which non-cash charges consisted 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		(8,780	)		(1,588	)		(10,368	)
Other		—			(509	)		(509	)
Restructuring accrual—June 30, 2014	$	3,656		$	552		$	4,208

8

NBTY, Inc. and Subsidiaries

Notes to 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 markets and sells 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 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.

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 $4,200 associated with this acquisition is not currently deductible for tax purposes.

4. Inventories

        The components of inventories are as follows:

	June 30, 2014		September 30, 2013
Raw materials	$	211,933	$	195,713
Work-in-process		22,184		25,068
Finished goods		638,649		519,171
Total	$	872,766	$	739,952

9

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Goodwill and Intangible Assets

        The change in the carrying amount of goodwill by segment is as follows:

	Wholesale			European Retail		Direct Response / E-Commerce		North American Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Purchase price adjustments		—			517		—		—		517
Foreign currency translation		(1,188	)		14,316		—		—		13,128
Balance at June 30, 2014	$	644,032		$	339,686	$	264,985	$	25,744	$	1,274,447

        The carrying amounts of acquired other intangible assets, which are subject to the impact of changes in foreign currency, for the periods indicated are as follows:

	June 30, 2014				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	914,567	$	146,216	$	913,971	$	116,330	17 - 25
Tradenames and other		178,023		21,544		177,903		16,677	20 - 30
		1,092,590		167,760		1,091,874		133,007
Indefinite lived intangible assets:
Tradenames		1,016,682		—		1,001,484		—
Total intangible assets	$	2,109,272	$	167,760	$	2,093,358	$	133,007

        Aggregate amortization expense of other definite lived intangible assets included in the consolidated statements of operations in selling, general and administrative expenses for the three months ended June 30, 2014 and 2013 was $11,495 and $11,449, respectively. Amortization expense for the nine months ended June 30, 2014 and 2013 was $34,633 and $34,123, 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:

	June 30, 2014			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		998			1,281
		2,158,498			2,158,781
Less: current portion		(295	)		(376	)
Total	$	2,158,203		$	2,158,405

10

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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.

        On October 11, 2012, NBTY amended its credit agreement to allow Holdings to issue and sell the 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 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.

        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 and the revolving credit facility 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. The applicable margin for the revolving credit facility remained at 3.25% per annum for Eurodollar (LIBOR) loans and 2.25% per annum for base rate

11

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

loans, with a step-down of 25 basis points upon the achievement of a total senior secured leverage ratio as set forth in the senior secured credit facilities. 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.

        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 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

12

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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 June 30, 2014. 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 ("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, including a consent fee of $17,345 and a $721,678 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.

        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

13

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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, November 1, 2013 and May 1, 2014 and was funded by a dividend of $22,970, $21,313 and $38,750, 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 or 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

14

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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 June 30, 2014.

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 for 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 which 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.

15

NBTY, Inc. and Subsidiaries

Notes to 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 June 30, 2014:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(2,306	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,797	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(31,125	)

        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 7.6% to 7.7% (7.7% weighted average) as of June 30, 2014 and 9.5% to 10.3% (9.8% weighted average) as of September 30, 2013.

16

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

        The following table shows the Level 3 activity related to our cross currency swaps for the three and nine months ended June 30, 2014 and 2013:

	Three Months Ended						Nine Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Beginning balance:	$	(29,221	)	$	(6,127	)	$	(22,254	)	$	(24,862	)
Unrealized (loss) gain on cross currency swaps		(6,701	)		3,492			(13,668	)		22,227
Ending balance:	$	(35,922	)	$	(2,635	)	$	(35,922	)	$	(2,635	)

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 June 30, 2014 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 gains for the three months ended June 30, 2014 and 2013 was $1,463and $2,065, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness gains for the nine months ended June 30, 2014 and 2013 was $2,415 and $1,345, respectively.

17

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

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

	Three Months Ended June 30,
	2014						2013
	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	$	(460	)	$	(1,159	)	$	(695	)	$	(1,855	)
Net Investment Hedges:
Cross currency swaps		(5,591	)		—			877			—
Total	$	(6,051	)	$	(1,159	)	$	182		$	(1,855	)

	Nine Months Ended June 30,
	2014						2013
	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	$	(1,705	)	$	(4,173	)	$	(2,607	)	$	(6,029	)
Net Investment Hedges:
Cross currency swaps		(10,835	)		—			12,822			—
Total	$	(12,540	)	$	(4,173	)	$	10,215		$	(6,029	)

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 $688,000 as of June 30, 2014.

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

18

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. Litigation Summary (Continued)

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, and those appeals are pending.

        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 was 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.

Telephone Consumer Protection Act Claim

        NBTY, and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned John H. Lary Jr. v. Rexall Sundown, Inc.; Rexall Sundown 3001, LLC; Rexall, Inc.; NBTY, Inc.; Corporate Mailings, Inc. d/b/a CCG Marketing Solutions ("CCG") and John Does 1-10 (originally filed October 22, 2013), brought in the United States District Court, Eastern District of New York. The plaintiff alleges that the defendants faxed advertisements to plaintiff and others without invitation or permission, in violation of the Telephone Consumer Protection Act ("TCPA"). On May 2, 2014, NBTY and its named subsidiary defendants cross-claimed against CCG, who was a third party vendor engaged by NBTY, and CCG cross-claimed against NBTY and named subsidiary defendants on June 13, 2014. CCG brought a third party complaint against an unrelated entity, Healthcare Data Experts, LLC, on June 27, 2014. On July 21, 2014, CCG filed a motion to dismiss the amended complaint and that motion is pending. At

19

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. Litigation Summary (Continued)

this time, no determination can be made as to the ultimate outcome of the litigation or the amount of liability on the part of NBTY, however we do not believe the ultimate outcome will have a material adverse effect on each of our consolidated financial statements.

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 each of 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 June 30, 2014 and 2013 was 30.7% and 27.0%, respectively. The effective income tax rate for the nine months ended June 30, 2014 and 2013 was 32.6% and 28.7%, respectively. Our effective tax rate for the three and nine month periods is different than the Federal statutory rate generally due to the timing and mixture (foreign and domestic) of income, revisions to annual estimates of net income, the partial reinvestment of foreign earnings in fiscal 2014 and 2013, as well as the facility restructuring charge which had a favorable impact on the prior year.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. This methodology is consistent with previous periods. At June 30, 2014, we had $1,904 and $662 accrued for the potential payment of interest and penalties, respectively. As of June 30, 2014, 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 2007-2012. 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 June 30, 2014, 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. The Company expects to finalize its IRS examination for the tax years 2007-2010 during the next 12 months and the results of this examination could have an impact on this liability. 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.

20

NBTY, Inc. and Subsidiaries

Notes to 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 June 30, 2014(1)
	Foreign currency translation adjustments		Gains and losses on cash flow hedges			Total
Balance at March 31, 2014	$	1,809	$	(2,133	)	$	(324	)
Other comprehensive income (loss) before reclassifications		11,127		(460	)		10,667
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—		1,159			1,159
Balance at June 30, 2014	$	12,936	$	(1,434	)	$	11,502

	Nine Months Ended June 30, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,679	)	$	(3,903	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		22,615			(1,705	)		20,910
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			4,174			4,174
Balance at June 30, 2014	$	12,936		$	(1,434	)	$	11,502

	Three Months Ended June 30, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at March 31, 2013	$	(52,652	)	$	(6,045	)	$	(58,697	)
Other comprehensive income (loss) before reclassifications		(2,857	)		(695	)		(3,552	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,855			1,855
Balance at June 30, 2013	$	(55,509	)	$	(4,885	)	$	(60,394	)

21

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

10. Accumulated Other Comprehensive Income (Loss) (Continued)

	Nine Months Ended June 30, 2013(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 (loss) before reclassifications		(45,221	)		(2,607	)		(47,828	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			6,029			6,029
Balance at June 30, 2013	$	(55,509	)	$	(4,884	)	$	(60,393	)

(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.

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.

22

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Business and Credit Concentration (Continued)

        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2014			2013			2014			2013
Customer A		18	%		22	%		11	%		13	%
Customer B		13	%		12	%		7	%		7	%
Customer C		8	%		10	%		4	%		6	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013
Customer A		19	%		22	%		11	%		13	%
Customer B		12	%		11	%		7	%		7	%
Customer C		8	%		10	%		5	%		6	%

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

	June 30, 2014			September 30, 2013
Customer A		16	%		12	%
Customer B		13	%		11	%

        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.

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 and nine months ended June 30, 2014 and 2013, these fees totaled $750 and $2,250, respectively, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $24 and $0 for the three months ended June 30, 2014 and 2013, respectively, and $392 and $311 for the nine months ended June 30, 2014 and 2013, respectively.

23

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Related Party Transactions (Continued)

Holdings

        Holdings does not have any significant 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 746 Holland & Barrett stores (including franchised stores in the following countries: 28 in China, 27 in Singapore, nine in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 138 De Tuinen stores (including seven franchised locations) in the Netherlands, 54 GNC (UK) stores in the U.K., 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 419 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.

24

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

        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 June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Three Months Ended June 30, 2013:
Net sales	$	489,228	$	191,692	$	63,670	$	58,239	$	802,829	$	—		$	802,829
Income (loss) from operations		65,995		45,478		9,001		7,247		127,721		(27,278	)		100,443
Depreciation and amortization		9,171		3,544		2,506		609		15,830		15,444			31,274
Capital expenditures		177		7,494		2,280		1,475		11,426		19,736			31,162
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436
Nine Months Ended June 30, 2013:
Net sales	$	1,429,103	$	557,779	$	186,252	$	176,796	$	2,349,930	$	—		$	2,349,930
Income (loss) from operations		162,886		127,979		32,325		19,995		343,185		(114,128	)		229,057
Depreciation and amortization		27,319		10,405		7,515		1,851		47,090		36,854			83,944
Capital expenditures		407		21,412		3,048		2,900		27,767		69,087			96,854

25

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

        Total assets by segment are as follows:

	June 30, 2014		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,647,424	$	2,553,857
European Retail		992,482		924,979
Direct Response / E-Commerce		690,254		692,685
North American Retail		128,983		119,395
Total Reportable Business Segments:		4,459,143		4,290,916
Corporate / Manufacturing		666,636		782,400
Consolidated assets	$	5,125,779	$	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, unconditional and joint and several. The following condensed consolidating financial information presents:

1.

Condensed consolidating financial statements as of June 30, 2014 and September 30, 2013 and for the three and nine months ended June 30, 2014 and 2013 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) NBTY 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, other comprehensive income, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. For cashflow presentation purposes, cash transfers between the Guarantors and Non-guarantors (the "Operating Entities") are presented as operating activities and cash transfers between the Parent and the Operating Entities are presented as financing cashflows, unless the cash transfers relate to a statutorily recorded dividend or a formally documented loan agreement. Cash transfers which are statutorily recorded as dividends are presented as a financing outflow by the remitting entity and an operating inflow for the receiving entity, provided that the dividends remitted do not exceed the cumulative earnings of the remitting entity. Cash transfers related to formally documented loans are treated as financing activities for all entities that are party to the transfer. This financial information should be read in conjunction with the financial statements and other notes related thereto.

26

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

        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, the consolidating statements of income and comprehensive income for the three and nine months ended June 30, 2013 and cash flows for the nine months ended June 30, 2013. 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 consolidating financial statements. As comparative prior period supplemental guarantor subsidiaries financial information is presented in future filings, we will similarly revise such prior period information.

27

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of June 30, 2014

	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	23,735	$	—		$	75,338	$	(4,656	)	$	94,417
Accounts receivable, net		—		134,636			49,896		—			184,532
Intercompany		16,957		—			84,149		(101,106	)		—
Inventories		—		665,922			206,844		—			872,766
Deferred income taxes		—		23,705			668		—			24,373
Other current assets		19,703		23,270			35,873		—			78,846
Total current assets		60,395		847,533			452,768		(105,762	)		1,254,934
Property, plant and equipment, net		90,823		305,318			194,224		—			590,365
Goodwill		—		813,688			460,759		—			1,274,447
Other intangible assets, net		—		1,570,022			371,490		—			1,941,512
Other assets		46,348		18,083			90		—			64,521
Intercompany loan receivable		2,503,720		1,130,845			—		(3,634,565	)		—
Investments in subsidiaries		2,339,036		—			—		(2,339,036	)		—
Total assets	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—	$	—		$	295	$	—		$	295
Accounts payable		—		185,181			76,090		(4,656	)		256,615
Intercompany		—		101,106			—		(101,106	)		—
Accrued expenses and other current liabilities		21,755		136,728			40,414		—			198,897
Total current liabilities		21,755		423,015			116,799		(105,762	)		455,807
Intercompany loan payable		1,130,845		2,157,500			346,220		(3,634,565	)		—
Long-term debt, net of current portion		2,157,500		—			703		—			2,158,203
Deferred income taxes		8,875		639,285			99,740		—			747,900
Other liabilities		31,125		16,140			26,382		—			73,647
Total liabilities		3,350,100		3,235,940			589,844		(3,740,327	)		3,435,557
Commitments and contingencies
Stockholder's Equity:
Common stock		—		—			—		—			—
Capital in excess of par		1,560,298		1,211,581			739,911		(1,951,492	)		1,560,298
Retained earnings		118,422		239,400			126,679		(366,079	)		118,422
Accumulated other comprehensive income (loss)		11,502		(1,432	)		22,897		(21,465	)		11,502
Total stockholder's equity		1,690,222		1,449,549			889,487		(2,339,036	)		1,690,222
Total liabilities and stockholder's equity	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779

28

NBTY, Inc. and Subsidiaries

Notes to 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		—			1,601,963			358,388		—			1,960,351
Other assets		61,218			6,938			79		—			68,235
Intercompany loan receivable		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 loan payable		1,091,982			2,157,500			323,260		(3,572,742	)		—
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

29

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			—			—			(46,771	)		—
Net income (loss)		33,267			7,383			39,388			(46,771	)		33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			—			13,238			(13,238	)		11,127
Change in fair value of interest rate swaps, net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			699			13,238			(13,937	)		11,826
Comprehensive income (loss)	$	45,093		$	8,082		$	52,626		$	(60,708	)	$	45,093

30

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	560,753		$	268,735		$	(26,659	)	$	802,829
Costs and expenses:
Cost of sales		—			333,113			118,416			(26,659	)		424,870
Advertising, promotion and catalog		—			38,315			9,835			—			48,150
Selling, general and administrative		22,320			114,205			87,897			—			224,422
Facility restructuring charge		—			4,944			—			—			4,944
		22,320			490,577			216,148			(26,659	)		702,386
Income (loss) from operations		(22,320	)		70,176			52,587			—			100,443
Other income (expense):
Intercompany interest		38,825			(34,142	)		(4,683	)		—			—
Interest		(34,142	)		—			78			—			(34,064	)
Miscellaneous, net		2,045			3,049			(1,270	)		—			3,824
		6,728			(31,093	)		(5,875	)		—			(30,240	)
Income (loss) before income taxes		(15,592	)		39,083			46,712			—			70,203
Provision (benefit) for income taxes		(7,805	)		13,679			13,079			—			18,953
Equity in income of subsidiaries		59,037			—			—			(59,037	)		—
Net income (loss)		51,250			25,404			33,633			(59,037	)		51,250
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(2,857	)		—			(2,938	)		2,938			(2,857	)
Change in fair value of interest rate swaps net of taxes		1,161			1,161			—			(1,161	)		1,161
Total other comprehensive income (loss), net of tax		(1,696	)		1,161			(2,938	)		1,777			(1,696	)
Comprehensive income (loss)	$	49,554		$	26,565		$	30,695		$	(57,260	)	$	49,554

31

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
Merger expenses		—												—
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			—			—			(144,429	)		—
Net income (loss)		96,988			31,105			113,324			(144,429	)		96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			—			21,666			(21,666	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			2,469			21,666			(24,135	)		25,084
Comprehensive income (loss)	$	122,072		$	33,574		$	134,990		$	(168,564	)	$	122,072

32

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,652,668		$	773,719		$	(76,457	)	$	2,349,930
Costs and expenses:
Cost of sales		—			1,000,989			343,103			(76,457	)		1,267,635
Advertising, promotion and catalog		—			116,450			26,256			—			142,706
Selling, general and administrative		78,838			338,137			258,413			—			675,388
Merger expenses		—			35,144									35,144
		78,838			1,490,720			627,772			(76,457	)		2,120,873
Income (loss) from operations		(78,838	)		161,948			145,947			—			229,057
Other income (expense):
Intercompany interest		122,628			(113,033	)		(9,595	)		—			—
Interest		(113,033	)		—			284			—			(112,749	)
Miscellaneous, net		1,182			6,640			(3,538	)		—			4,284
		10,777			(106,393	)		(12,849	)		—			(108,465	)
Income (loss) before income taxes		(68,061	)		55,555			133,098			—			120,592
Provision (benefit) for income taxes		(22,136	)		19,444			37,267			—			34,575
Equity in income of subsidiaries		131,942			—			—			(131,942	)		—
Net income (loss)		86,017			36,111			95,831			(131,942	)		86,017
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(45,221	)		—			(35,403	)		35,403			(45,221	)
Change in fair value of interest rate swaps net of taxes		3,422			3,422			—			(3,422	)		3,422
Total other comprehensive income (loss), net of tax		(41,799	)		3,422			(35,403	)		31,981			(41,799	)
Comprehensive income (loss)	$	44,218		$	39,533		$	60,428		$	(99,961	)	$	44,218

33

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(36,434	)	$	58,813		$	26,137		$	(21,499	)	$	27,017
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,979	)		(25,615	)		(28,842	)		—			(72,436	)
Investment in subsidiary		(6,500	)		—			—			6,500			—
Cash used in investing activities		(24,479	)		(25,615	)		(28,842	)		6,500			(72,436	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(298	)		—			(298	)
Dividends paid		(60,063	)		—			(16,843	)		16,843			(60,063	)
Capital contribution		—			—			6,500			(6,500	)		—
Intercompany accounts		63,355			(68,555	)		5,200			—			—
Cash (used in) provided by financing activities		3,292			(68,555	)		(5,441	)		10,343			(60,361	)
Effect of exchange rate changes on cash		—			—			1,636			—			1,636
Net decrease in cash and cash equivalents		(57,621	)		(35,357	)		(6,510	)		(4,656	)		(104,144	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	23,735		$	—		$	75,338		$	(4,656	)	$	94,417

34

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash provided by operating activities	$	13,906		$	231,056		$	72,905		$	(104,832	)	$	213,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(36,172	)		(37,062	)		(23,620	)		—			(96,854	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(77,936	)		—			(4,536	)		—			(82,472	)
Cash used in investing activities		(106,560	)		(37,062	)		(28,156	)		—			(171,778	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(442	)		—			(442	)
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(80,000	)		—			—			—			(80,000	)
Payments for financing fees		(7,387	)		—			—			—			(7,387	)
Dividends paid		(216,926	)		(52,416	)		(52,416	)		104,832			(216,926	)
Intercompany		154,536			(154,536	)		—			—			—
Cash (used in) provided by financing activities		(69,777	)		(206,952	)		(52,858	)		104,832			(224,755	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(4,254	)		—			(4,254	)
Net decrease in cash and cash equivalents		(162,431	)		(12,958	)		(12,363	)		—			(187,752	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	21,230		$	1,631		$	104,523		$	—		$	127,384

35

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

	Parent Company						Guarantor Subsidiaries						Non-Guarantor Subsidiaries						Eliminations
	As Reported			As Revised			As Reported			As Revised			As Reported			As Revised			As Reported			As Revised
Consolidating Balance sheets as of September 30, 2013
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	$	—		$	1,092.2		$	—		$	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	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended June 30, 2013
Selling, general and administrative	$	22.3		$	22.3		$	114.2		$	114.2		$	87.9		$	87.9		$	—		$	—
Income (loss) from operations	$	(22.3	)	$	(22.3	)	$	70.2		$	70.2		$	52.6		$	52.6		$	—		$	—
Intercompany interest	$	4.7		$	38.8		$	—		$	(34.1	)	$	(4.7	)	$	(4.7	)	$	—		$	—
Miscellaneous, net	$	—		$	2.0		$	5.1		$	3.0		$	(1.3	)	$	(1.3	)	$	—		$	—
Total other income (expense)	$	(34.1	)	$	6.7		$	5.1		$	(31.1	)	$	(5.9	)	$	(5.9	)	$	—		$	—
Income (loss) before income taxes	$	(51.8	)	$	(15.6	)	$	75.3		$	39.1		$	46.7		$	46.7		$	—		$	—
Provision (benefit) for income taxes	$	(20.5	)	$	(7.8	)	$	26.3		$	13.7		$	13.1		$	13.1		$	—		$	—
Equity in income of subsidiaries	$	82.6		$	59.0		$	—		$	—		$	—		$	—		$	(82.6	)	$	(59.0	)
Net income (loss)	$	51.3		$	51.3		$	48.9		$	25.4		$	33.6		$	33.6		$	(82.6	)	$	(59.0	)
Foreign currency translation adjustment, net of taxes	$	—		$	(2.9	)	$	—		$	—		$	(2.9	)	$	(2.9	)	$	2.9		$	2.9
Change in fair value of interest rate swaps, net of taxes	$	(3.7	)	$	1.2		$	—		$	1.2		$	—		$	—		$	—		$	(1.2	)
Comprehensive income (loss)	$	49.6		$	49.6		$	48.9		$	26.6		$	30.7		$	30.7		$	(79.6	)	$	(57.3	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended June 30, 2013
Selling, general and administrative	$	78.8		$	78.8		$	338.1		$	338.1		$	258.4		$	258.4		$	—		$	—
Income (loss) from operations	$	(78.8	)	$	(78.8	)	$	162.0		$	161.9		$	145.9		$	145.9		$	—		$	—
Intercompany interest	$	9.6		$	122.6		$	—		$	(113.0	)	$	(9.6	)	$	(9.6	)	$	—		$	—
Miscellaneous, net	$	(0.2	)	$	1.2		$	8.0		$	6.6		$	(3.5	)	$	(3.5	)	$	—		$	—
Total other income (expense)	$	(103.6	)	$	10.8		$	8.0		$	(106.4	)	$	(12.8	)	$	(12.8	)	$	—		$	—
Income (loss) before income taxes	$	(182.5	)	$	(68.1	)	$	170.0		$	55.6		$	133.1		$	133.1		$	—		$	—
Provision (benefit) for income taxes	$	(62.1	)	$	(22.1	)	$	59.5		$	19.4		$	37.3		$	37.3		$	—		$	—
Equity in income of subsidiaries	$	206.4		$	131.9		$	—		$	—		$	—		$	—		$	(206.4	)	$	(131.9	)
Net income (loss)	$	86.0		$	86.0		$	110.5		$	36.1		$	95.8		$	95.8		$	(206.4	)	$	(131.9	)
Foreign currency translation adjustment, net of taxes	$	(58.0	)	$	(45.2	)	$	—		$	—		$	(35.4	)	$	(35.4	)	$	35.4		$	35.4
Change in fair value of interest rate swaps, net of taxes	$	16.2		$	3.4		$	—		$	3.4		$	—		$	—		$	—		$	(3.4	)
Comprehensive income (loss)	$	44.2		$	44.2		$	110.5		$	39.5		$	60.4		$	60.4		$	(171.0	)	$	(100.0	)
Consolidating Statements of cash flows for the nine months ended June 30, 2013
Cash provided by (used in) operating activities	$	168.4		$	13.9		$	29.1		$	231.1		$	15.5		$	72.9		$	—		$	(104.8	)
Cash paid for acquisitions, net of cash acquired	$	(77.9	)	$	(77.9	)	$	(4.5	)	$	—		$	—		$	(4.5	)	$	—		$	—
Cash used in investing activities	$	(106.6	)	$	(106.6	)	$	(41.6	)	$	(37.1	)	$	(23.6	)	$	(28.2	)	$	—		$	—
Dividends paid	$	(216.9	)	$	(216.9	)	$	—		$	(52.4	)	$	—		$	(52.4	)	$	—		$	104.8
Cash used in financing activities	$	(224.3	)	$	(69.8	)	$	(0.4	)	$	(207.0	)	$	—		$	(52.9	)	$	—		$	104.8

36

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;

37

•

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

        Alphabet Holding Company, Inc.("Holdings") is a holding company with no operations and is dependent on its wholly owned subsidiary, NBTY, Inc. ("NBTY") and its wholly owned subsidiaries to service its debt and other obligations.

38

        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®, 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 746 Holland & Barrett stores (including franchised stores in the following countries: 28 in China, 27 in Singapore, nine in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 138 De Tuinen stores (including seven franchised locations) in the Netherlands, 54 GNC (UK) stores in the U.K., 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 419 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, Alphabet Holding Company, Inc. ("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

39

"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 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 June 30, 2014 Compared to the Three Months Ended June 30, 2013:

Net Sales

        Net sales by segment were as follows:

	Three Months Ended June 30,
	2014					2013
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale	$	471,344		58.4	%	$	489,228		60.9	%	$	(17,884	)		(3.7	)%
European Retail		215,328		26.7	%		191,692		23.9	%		23,636			12.3	%
Direct Response/E-Commerce		63,940		7.9	%		63,670		7.9	%		270			0.4	%
North American Retail		56,349		7.0	%		58,239		7.3	%		(1,890	)		(3.2	)%
Net sales	$	806,961		100.0	%	$	802,829		100.0	%	$	4,132			0.5	%

Wholesale

        Net sales for the Wholesale segment decreased by $17,884, or 3.7%, to $471,344 for the three months ended June 30, 2014, as compared to the prior comparable period. This decrease is due to lower net sales of $12,508 of our branded products and lower net sales of $5,376 to certain private label accounts. Domestic branded net sales decreased by $16,908, primarily due to pressure on the overall joint-care products category. International branded net sales increased by $4,400 for the three months ended June 30, 2014, 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 15.8% of sales for the three months ended June 30, 2014, as compared to 13.4% of sales for the prior comparable period. We expect promotional programs and rebates as a percentage of sales to fluctuate on a quarterly basis.

40

        Product returns were 1.2% of sales for the three months ended June 30, 2014, as compared to 1.0% of sales for the prior comparable period, 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.

        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2014			2013			2014			2013
Customer A		18	%		22	%		11	%		13	%
Customer B		13	%		12	%		7	%		7	%
Customer C		8	%		10	%		4	%		6	%

        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 by $23,636, or 12.3%, to $215,328 for the three months ended June 30, 2014, as compared to the prior comparable period. The average exchange rate of the British pound to the US dollar strengthened 9.5% and the euro to the US dollar strengthened 5.0% as compared to the prior comparable period. In local currency, net sales increased 3.5% and same store sales (including internet sales) remained consistent with the prior comparable period.

        The following is a summary of European Retail store activity:

	Three Months Ended June 30,
	2014			2013
Company-owned stores
Open at beginning of the period		908			871
Opened during the period		10			12
Acquired durring the period		—			13
Closed during the period		(6	)		—
Open at end of the period		912			896
Franchised stores
Open at beginning of the period		83			59
Opened during the period		3			15
Closed during the period		—			(1	)
Open at end of the period		86			73
Total company-owned and franchised stores
Open at beginning of the period		991			930
Opened during the period		13			27
Acquired durring the period		—			13
Closed during the period		(6	)		(1	)
Open at end of the period		998			969

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Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased by $270, or 0.4%, for the three months ended June 30, 2014 as compared to the prior comparable period. E-commerce orders comprised 72% of total Direct Response/E-Commerce orders for the three months ended June 30, 2014 as compared to 71% 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 varies its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical comparisons are impacted by 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 by $1,890, or 3.2%, to $56,349 for the three months ended June 30, 2014 as compared to the prior comparable period. Same store sales (including internet sales) declined 2.5% due to declines in volume which are partially attributable to a softer retail environment and lower revenue in the weight management product category due to positive media attention for certain products in this category in the prior comparable period.

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

	Three Months Ended June 30,
	2014			2013
Open at beginning of the period		417			425
Opened during the period		5			—
Closed during the period		(3	)		(2	)
Open at end of the period		419			423

Cost of Sales

        Cost of sales was as follows:

	Three Months Ended June 30,
	2014			2013			$ change		% change
Cost of sales	$	431,204		$	424,870		$	6,334		1.5	%
Percentage of net sales		53.4	%		52.9	%

        Cost of sales as a percentage of net sales increased by 0.5 percentage points. The increase in the percentage of cost of sales was due primarily to lower margins earned on our Wholesale products as well as increased promotional activity in the North American Retail segment.

        Due to competitive pressure in the private label business, the cost of sales for our private label business as a percentage of net sales may continue to fluctuate, which would adversely affect gross profits. To address this, 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 June 30,
	2014			2013			$ change		% change
Advertising, promotion and catalog	$	60,931		$	48,150		$	12,781		26.5	%
Percentage of net sales		7.6	%		6.0	%

        Advertising, promotion and catalog expense increased primarily due to increased advertising in our Wholesale segment associated with our branded products.

Selling, General and Administrative Expenses

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

	Three Months Ended June 30,
	2014			2013			$ change		% change
Selling, general and administrative	$	235,538		$	224,422		$	11,116		5.0	%
Percentage of net sales		29.2	%		28.0	%

        The SG&A increase for the three months ended June 30, 2014, as compared to the prior comparable period, is primarily due to increases of (i) $3,368 in freight costs due to increased costs of shipments to customers and movement between facilities as a result of the supply chain restructuring; (ii) $1,952 of additional depreciation and amortization relating to additional stores and the implementation of our new Point of Sale (POS) system in the European Retail segment in the second quarter of fiscal 2014; (iii) $1,844 in building and occupancy costs due to additional stores in our European Retail and North American Retail segments; and (iv) $1,750 in other professional services, primarily associated with ongoing support for our ERP system that was implemented in the third quarter of fiscal 2013. These increases were partially offset by a decrease in salaries and related benefits of $643 which is due to a reduction to the annual bonus expense , partially offset by increases in salaries in our European Retail segment due to the increase in stores and foreign currency fluctuations.

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 involved the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities.

        The restructuring plan commenced in the second quarter of fiscal 2013 and was completed in fiscal 2014. The restructuring resulted in aggregate charges of $4,944 before tax for the three months ended June 30, 2013.

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Income from Operations

        Income from operations was as follows:

	Three Months Ended June 30,
	2014			2013			$ change			% change
Wholesale	$	41,355		$	65,995		$	(24,640	)		(37.3	)%
European Retail		48,386			45,478			2,908			6.4	%
Direct Response/E-Commerce		9,009			9,001			8			0.1	%
North American Retail		3,073			7,247			(4,174	)		(57.6	)%
Corporate		(22,535	)		(27,278	)		4,743			17.4	%
Total	$	79,288		$	100,443		$	(21,155	)		(21.1	)%
Percentage of net sales		9.8	%		12.5	%

        The decrease in Wholesale segment income from operations was primarily due to the decrease in net sales and increases in advertising expenses. The increase in the European Retail segment was the result of higher sales volume partially offset by increased SG&A costs (primarily payroll costs and building costs associated with new stores), as well as significant fluctuations in foreign currency as the US dollar weakened as compared to the British pound and the euro.. The Direct Response/E-Commerce segment remained consistent with the prior comparable period. The decrease in the North American Retail segment was due to the decrease in same store sales. Corporate/Manufacturing loss decreased from the prior comparable period due to the prior period charges associated with the facilities restructuring.

Interest Expense

        Interest expense for the three months ended June 30, 2014 remained consistent as compared to the prior comparable period.

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. Our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months ended June 30, 2014 and 2013 was 30.7% and 27.0%, respectively. The effective income tax rate was lower for the three months ended June 30, 2014 primarily due to the timing and mixture (foreign and domestic) of income.

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Nine months ended June 30, 2014 Compared to the Nine months ended June 30, 2013:

Net Sales

        Net sales by segment were as follows:

	Nine Months Ended June 30,
	2014					2013
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale	$	1,420,067		58.8	%	$	1,429,103		60.8	%	$	(9,036	)		(0.6	)%
European Retail		635,556		26.3	%		557,779		23.8	%		77,777			13.9	%
Direct Response/E-Commerce		187,904		7.8	%		186,252		7.9	%		1,652			0.9	%
North American Retail		169,565		7.0	%		176,796		7.5	%		(7,231	)		(4.1	)%
Net sales	$	2,413,092		100.0	%	$	2,349,930		100.0	%	$	63,162			2.7	%

Wholesale

        Net sales for the Wholesale segment decreased by $9,036, or 0.6%, to $1,420,067 for the nine months ended June 30, 2014, as compared to the prior comparable period. This decrease is due to lower net sales of $33,067 to certain private label accounts, partially offset by higher net sales of $24,031 of our branded products. International branded net sales increased by $22,157 and domestic branded net sales increased by $1,874 for the nine months ended June 30, 2014, 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 nine months ended June 30, 2014, as compared to 14.3% 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 1.4% and 1.3% of sales for each of the nine months ended June 30, 2014 and 2013, 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.

        The following customers accounted for the following percentages of the Wholesale segment's net sales and our consolidated net sales for the nine months ended June 30, 2014 and 2013, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013
Customer A		19	%		22	%		11	%		13	%
Customer B		12	%		11	%		7	%		7	%
Customer C		8	%		10	%		5	%		6	%

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        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 by $77,777, or 13.9%, to $635,556 for the nine months ended June 30, 2014, 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 strengthened 5.6% and the average exchange rate of the euro to the US dollar strengthened 4.5% as compared to the prior comparable period. In local currency, net sales increased 8.3% and same store sales (including internet sales) increased 3.5% as compared to the prior comparable period.

        The following is a summary of European Retail store activity:

	Nine Months Ended June 30,
	2014			2013
Company-owned stores
Open at beginning of the period		901			856
Opened during the period		22			29
Acquired durring the period		—			13
Closed during the period		(11	)		(2	)
Open at end of the period		912			896
Franchised stores
Open at beginning of the period		79			40
Opened during the period		13			39
Closed during the period		(6	)		(6	)
Open at end of the period		86			73
Total company-owned and franchised stores
Open at beginning of the period		980			896
Opened during the period		35			68
Acquired durring the period		—			13
Closed during the period		(17	)		(8	)
Open at end of the period		998			969

Direct Response/E-Commerce

        Direct Response/E-Commerce net sales increased by $1,652, or 0.9%, for the nine months ended June 30, 2014 as compared to the prior comparable period. E-commerce orders comprised 71% of total Direct Response/E-Commerce net orders for the nine months ended June 30, 2014 as compared to 70% 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 varies its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical comparisons are impacted by this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

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North American Retail

        Net sales for this segment decreased by $7,231, or 4.1%, to $169,565 for the nine months ended June 30, 2014 as compared to the prior comparable period. Same store sales (including internet sales) declined 3.4% due to declines in volume which are partially attributable to severe winter weather in many of the areas where our stores are located, as well as a softer retail environment and lower revenue in the weight management product category due to positive media attention for certain products in this category in the prior comparable period.

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

	Nine Months Ended June 30,
	2014			2013
Open at beginning of the period		421			426
Opened during the period		17			3
Closed during the period		(19	)		(6	)
Open at end of the period		419			423

Cost of Sales

        Cost of sales was as follows:

	Nine Months Ended June 30,
	2014			2013			$ change		% change
Cost of sales	$	1,304,003		$	1,267,635		$	36,368		2.9	%
Percentage of net sales		54.0	%		53.9	%

        Cost of sales as a percentage of net sales remained relatively consistent as a percentage of net sales with the prior comparable period.

Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses were as follows:

	Nine Months Ended June 30,
	2014			2013			$ change		% change
Advertising, promotion and catalog	$	158,236		$	142,706		$	15,530		10.9	%
Percentage of net sales		6.6	%		6.1	%

        The increase in advertising, promotion and catalog expense primarily related to increased advertising in our Wholesale segment associated with our branded products, spending on media and advertising costs to further develop our brand and promote a loyalty program in our European Retail segment and increased spending related to internet advertising in our Direct Response segment.

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Selling, General and Administrative Expenses

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

	Nine Months Ended June 30,
	2014			2013			$ change		% change
Selling, general and administrative	$	707,115		$	675,388		$	31,727		4.7	%
Percentage of net sales		29.3	%		28.7	%

        The SG&A increase for the nine months ended June 30, 2014, as compared to the prior comparable period, is primarily due to increases of (i) $11,638 in building and occupancy costs due to additional stores and foreign currency fluctuations in our European Retail segment; (ii) $8,984 in freight costs due to an increase in sales as well as increased movement between facilities as a result of the facility restructuring; (iii) $6,935 of additional depreciation and amortization due to the implementation of our new ERP system in the third quarter of fiscal 2013, additional stores and the implementation of our new Point of Sale (POS) system in the European Retail segment in the second quarter of fiscal 2014; (iv) $6,922 in salaries and related benefits, related to our European Retail segment as there was a significant increase in stores and foreign currency fluctuations, partially offset by a reduction to the annual bonus expense; and (v) $6,219 in professional services, primarily associated with ongoing implementation and support of our ERP system . These increases were partially offset by a reduction in legal expenses due to the accrual for the Glucosamine case in the prior comparable period.

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 involved the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities.

        The restructuring plan commenced in the second quarter of fiscal 2013 and was completed in fiscal 2014. The restructuring resulted in aggregate charges of $35,144 before tax for the nine months ended June 30, 2013.

Income from Operations

        Income from operations was as follows:

	Nine Months Ended June 30,
	2014			2013			$ change			% change
Wholesale	$	143,087		$	162,886		$	(19,799	)		(12.2	)%
European Retail		142,260			127,979			14,281			11.2	%
Direct Response/E-Commerce		23,372			32,325			(8,953	)		(27.7	)%
North American Retail		7,568			19,995			(12,427	)		(62.2	)%
Corporate		(72,549	)		(114,128	)		41,579			36.4	%
Total	$	243,738		$	229,057		$	14,681			6.4	%
Percentage of net sales		10.1	%		9.7	%

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

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payroll costs and building costs associated with new and acquired stores), as well as significant fluctuations in foreign currency as the US dollar weakened as compared to the British pound and the euro. The decrease in the Direct Response/E-Commerce segment was primarily due to additional sales promotions, as well as increased advertising costs and SG&A costs. The decrease in the North American Retail segment was primarily due to the decrease in net sales from same store sales and increased SG&A costs. Corporate/Manufacturing loss decreased from the prior comparable period due to the costs associated with the facilities restructuring.

Interest Expense

        Interest expense for the nine months ended June 30, 2014 decreased as compared to the prior comparable period due to the refinancing that took place in March 2013 on the term loan B-2 and the write off of deferred financing costs relating to the refinancing in the prior comparable period.

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. Our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the nine months ended June 30, 2014 and 2013 was 32.6% and 28.7%, respectively. The effective income tax rate was higher for the nine months ended June 30, 2014 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 its revolving credit facility. We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources.

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

	As of June 30, 2014		As of September 30, 2013
Cash and cash equivalents	$	94,417	$	198,561
Working capital (including cash and cash equivalents)	$	799,127	$	733,197

        The increase in working capital of $65,930 was primarily due to increases in inventory to achieve higher order fulfillment rates, partially offset by a decrease in accrued expenses due to the timing of payments on long-term debt for the nine months ended June 30, 2014.

        The decrease in cash and cash equivalents of $104,144 at June 30, 2014 as compared to September 30, 2013 was primarily due to net cash used in operations and purchases of property, plant and equipment.

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        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:

	Nine Months Ended June 30,
	2014			2013
Net cash provided by operating activities	$	27,017		$	213,035
Net cash used in investing activities	$	(72,436	)	$	(171,778	)
Net cash used in financing activities	$	(60,361	)	$	(224,755	)
Inventory turnover		2.1			2.3
Days sales (Wholesale) outstanding in accounts receivable		35			35

        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, investing and financing requirements. As of June 30, 2014, cash and cash equivalents of $75,338 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 provided by operating activities during the nine months ended June 30, 2014 was attributable to increased net income, partially offset by increases in inventory to maintain satisfactory customer fulfillment rates and decreases in accrued expenses and other liabilities relating to the semi-annual interest payments for interest on the Notes.

        During the nine months ended June 30, 2014, net cash used in investing activities consisted of purchases of property, plant and equipment.

        For the nine months ended June 30, 2014, net cash used in financing activities related to dividends paid to Holdings.

        Cash provided by operating activities during the nine months ended June 30, 2013 was attributable to net income and reductions in inventories, offset by the call premium on the term loan.

        During the nine months ended June 30, 2013, cash flows used in investing activities consisted of cash paid for acquisitions and the purchases of property, plant and equipment. The significant increase in purchases of property, plant and equipment is due to the implementation of a new ERP system, as well as continued investments in new facilities.

        For the nine months ended June 30, 2013, cash flows used in financing activities related to dividends paid to Holdings and payments for financing fees related to the refinancing of our term loan B-1, partially offset by borrowings under the revolving credit facility, which were used to fund the acquisition of Balance Bar.

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.

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        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 October 11, 2012, NBTY amended its credit agreement to allow Holdings 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 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 cash dividend of approximately $193,956 in October 2012.

        On November 26, 2012, we acquired all of the outstanding shares of Balance Bar Company, a company that markets and sells 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 NBTY repriced its 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 and the revolving credit facility 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. The applicable margin for the revolving credit facility remained at 3.25% per annum for eurodollar (LIBOR) loans and 2.25% per annum for base rate loans, with a step-down of 25 basis points upon the achievement of a total senior secured leverage ratio as set forth in the senior secured credit facilities. 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.

        NBTY 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 its senior secured credit facilities unless specifically incurred to refinance a portion of its 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. 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.

        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

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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 the $200,000 from NBTY described below, were used to pay transactions fees and expenses and a dividend of approximately $721,682 to Holdings' shareholders.

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 the 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.

        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 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 was used to pay transaction fees and expenses, including the consent fee, 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

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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 June 30, 2014, 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;

•

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 and Holdco 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 June 30, 2014 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, Holdco Notes, or other indebtedness. Any such purchases may be made through the open market or privately negotiated

53

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 present 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 industry 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.

        The computation of NBTY's senior secured leverage ratio is as follows:

		June 30, 2014			June 30, 2013
Senior secured debt		$	1,507,500		$	1,507,500
Less up to $150,000 unrestricted cash balance			(85,376	)		(116,081	)
	(a)	$	1,422,124		$	1,391,419
NBTY Consolidated EBITDA (Four consecutive quarters)	(b)	$	517,203		$	535,633
Senior Secured Leverage Ratio	(a /b)		2.75x			2.60x
Maximum Allowed (per the senior secured credit facilities)			4.00x			4.25x

        EBITDA and Consolidated EBITDA have limitations as analytical tools, and should not be considered 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;

54

•

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;

•

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.

        The following table reconciles net income to EBITDA and Consolidated EBITDA (as defined in our senior secured credit facilities) for the three and nine months ended and four consecutive quarters ended June 30, 2014 and 2013:

	Three Months Ended June 30,						Nine Months Ended June 30,						Four Consecutive quarters ended June 30,
	2014			2013			2014			2013			2014			2013
Net income	$	33,267		$	51,250		$	96,988		$	86,017		$	140,448		$	108,566
Interest expense		33,794			34,064			101,698			112,749			136,086			181,383
Provision for income taxes		14,761			18,953			46,861			34,575			67,164			32,848
Depreciation and amortization		27,310			31,274			78,709			83,944			105,401			109,836
EBITDA		109,132			135,541			324,256			317,285			449,099			432,633
Severance costs(a)		2,435			678			3,732			21,695			4,272			21,848
Stock-based compensation(b)		817			804			3,373			1,844			3,511			2,144
Management fee(c)		750			750			2,250			2,250			3,000			3,000
Inventory fair value adjustment(d)		—			—			—			2,417			—			2,417
Consulting fees(e)		6,527			5,954			16,878			17,017			26,438			22,133
Impairments and disposals(f)		739			—			5,198			1,593			5,800			12,364
Other items(g)		1,607			1,932			8,844			35,465			14,910			40,322
Pro forma cost savings(h)		5,949			13,401			17,847			40,203			23,796			53,604
Limitation on certain EBITDA adjustments(i)		(3,406	)		(13,708	)		(10,217	)		(41,124	)		(13,623	)		(54,832	)
Consolidated EBITDA	$	124,550		$	145,352		$	372,161		$	398,645		$	517,203		$	535,633

(a)

Reflects the exclusion of severance costs incurred at various subsidiaries of the Company. Included in the nine months and four consecutive quarters ended June 30, 2013 are workforce reduction costs of $16,901 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.

55

(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 the Julian Graves Limited deconsolidation loss of $7,403 in the four consecutive quarters ended June 30, 2013.

(g)

Reflects the exclusion of various items, as permitted in NBTY's 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.

(h)

Reflects three months, nine months and four consecutive quarters of prospective savings permitted 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.

(i)

In accordance with the definition of Consolidated EBITDA under NBTY's 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 in the Liquidity and Capital Resources section 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 35% and 32%, respectively, of our net sales during the nine months ended June 30, 2014 and 2013 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:

	June 30, 2014			September 30, 2013
Total Assets		27	%		26	%
Total Liabilities		4	%		3	%

56

        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 gains and losses, which are included as a separate component of Stockholder's equity under the caption "Accumulated other comprehensive loss."

        During the nine months ended June 30, 2014 and 2013, translation gains (losses) of $22,615 and ($45,217), respectively, were included in determining other comprehensive income. Cumulative translation gains (losses) of approximately $12,936 and ($9,680) were included as part of accumulated other comprehensive loss within the consolidated balance sheets at June 30, 2014 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.

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 thereto) 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)" and the Consolidated Statements of Operations and 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. 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 April 2014, the FASB issued revised guidance to reduce diversity in practice for reporting discontinued operations. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity's operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The revised guidance is effective for all disposals (or classifications as held for sale) of components for us beginning October 1, 2015, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is

57

designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance is effective for us beginning October 1, 2017 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In June 2014, the FASB issued guidance to clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for us beginning October 1, 2016, 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.

58

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 the 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 $843,894, or 35.0% of total net sales, for the nine months ended June 30, 2014. A majority of our foreign currency exposure is denominated in British pounds, Canadian dollars, euros and the Chinese yuan. For the nine months ended June 30, 2014, as compared to the prior comparable period, the British pound, the euro and the Chinese yuan increased 4.6%, 4.5% and 2.5%, respectively, as compared to the U.S. dollar and the Canadian dollar decreased 7.5% as compared to the U.S. dollar. The combined effect of the changes in these currency rates resulted in an increase of $22,454 in net sales and an increase of $6,919 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 NBTY's 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 NBTY's senior secured credit facilities by approximately $1,822 per year.

59

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 June 30, 2014, 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 nine months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

60

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, and those appeals are pending.

        In fiscal 2013, NBTY recorded a provision of $12 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 million. This reduction in the estimated exposure was 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.

Telephone Consumer Protection Act Claim

        NBTY, and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned John H. Lary Jr. v. Rexall Sundown, Inc.; Rexall Sundown 3001, LLC; Rexall, Inc.; NBTY, Inc.; Corporate Mailings, Inc. d/b/a CCG Marketing Solutions ("CCG") and John Does 1-10 (originally filed October 22, 2013), brought in the United States District Court, Eastern District of New York. The plaintiff alleges that the defendants faxed advertisements to plaintiff and others without invitation or permission, in violation of the Telephone Consumer Protection Act ("TCPA"). On May 2, 2014, NBTY and its named subsidiary defendants cross-claimed against CCG, who was a third party vendor engaged by NBTY, and CCG cross-claimed against NBTY and named subsidiary defendants on June 13, 2014. CCG brought a third party complaint against an unrelated entity, Healthcare Data Experts, LLC, on June 27, 2014. On July 21, 2014, CCG filed a motion to dismiss the amended complaint and that motion is pending. At this time, no determination can be made as to the ultimate outcome of the litigation or the amount of

61

liability on the part of NBTY, however we do not believe the ultimate outcome will have a material adverse effect on each of our consolidated financial statements.

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 each of our consolidated financial statements, if adversely determined against us.

62

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.

63

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.

64

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: August 14, 2014	By:	/s/ JEFFREY NAGEL Jeffrey Nagel Chief Executive Officer
Date: August 14, 2014	By:	/s/ MICHAEL D. COLLINS Michael D. Collins Chief Financial Officer

65

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: August 14, 2014

/s/ JEFFREY NAGEL
Jeffrey Nagel
Chief Executive Officer

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Exhibit 31.1

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: August 14, 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 June 30, 2014 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: August 14, 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 June 30, 2014 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: August 14, 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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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	9 Months Ended			1 Months Ended			9 Months Ended				9 Months Ended					9 Months Ended						9 Months Ended		1 Months Ended		9 Months Ended				0 Months Ended						9 Months Ended										0 Months Ended
	Oct. 31, 2012	Jun. 30, 2013	Jun. 30, 2014	Sep. 30, 2013	Dec. 31, 2013 Holdings	Oct. 31, 2012 Holdings	Oct. 17, 2012 Holdings	Jun. 30, 2014 Prior to October 1, 2014	Jun. 30, 2014 Term loan B-2	Sep. 30, 2013 Term loan B-2	Mar. 21, 2013 Term loan B-2	Jun. 30, 2014 Term loan B-2 Eurodollar (LIBOR)	Jun. 30, 2014 Term loan B-2 Base rate	Jun. 30, 2014 Notes	Sep. 30, 2013 Notes	Oct. 01, 2010 Notes	Jun. 30, 2014 Notes On or after October 1, 2014	Jun. 30, 2014 Notes On or after October 1, 2015	Jun. 30, 2014 Notes On and after October 1, 2016 and thereafter	Jun. 30, 2014 Notes Prior to October 1, 2014	Jun. 30, 2014 Other	Sep. 30, 2013 Other	Jun. 30, 2014 Revolving credit facility	Oct. 01, 2010 Revolving credit facility	Nov. 30, 2012 Revolving credit facility Balance Bar Company	Mar. 01, 2011 Revolving credit facility Holdings	Jun. 30, 2014 Revolving credit facility Eurodollar (LIBOR)	Jun. 30, 2014 Revolving credit facility Base rate	Oct. 01, 2010 Term loan A	Oct. 01, 2010 Term loan B	May 01, 2014 Holdco Notes Holdings	Dec. 12, 2013 Holdco Notes Holdings	Nov. 01, 2013 Holdco Notes Holdings	May 01, 2013 Holdco Notes Holdings	Oct. 11, 2012 Holdco Notes Holdings	Oct. 17, 2012 Holdco Notes Holdings	Jun. 30, 2014 Holdco Notes Holdings Equal or exceed 75%, but less than 100%	Jun. 30, 2014 Holdco Notes Holdings Equal or exceed 50%, but less than 75%	Jun. 30, 2014 Holdco Notes Holdings Equal or exceed 25%, but less than 50%	Jun. 30, 2014 Holdco Notes Minimum Holdings Equal or exceed 75%, but less than 100%	Jun. 30, 2014 Holdco Notes Minimum Holdings Equal or exceed 50%, but less than 75%	Jun. 30, 2014 Holdco Notes Minimum Holdings Equal or exceed 25%, but less than 50%	Jun. 30, 2014 Holdco Notes Maximum Holdings Equal or exceed 75%, but less than 100%	Jun. 30, 2014 Holdco Notes Maximum Holdings Equal or exceed 50%, but less than 75%	Jun. 30, 2014 Holdco Notes Maximum Holdings Equal or exceed 25%, but less than 50%	Jun. 30, 2014 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 Holdings
Long-Term Debt
Long-term debt, gross			$ 2,158,498	$ 2,158,781					$ 1,507,500	$ 1,507,500				$ 650,000	$ 650,000						$ 998	$ 1,281
Less: current portion			(295)	(376)
Total long-term debt			2,158,203	2,158,405
Face amount of debt											1,507,500					650,000													250,000	1,500,000		450,000				550,000													1,750,000
Face amount of debt repurchased																																															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																								250,000		200,000
Reference rate for variable interest rate												Eurodollar (LIBOR)	Base rate														Eurodollar (LIBOR)	Base rate
Prepaid future principal payments																																																225,000
Floor for reference rate (as a percent)												1.00%	2.00%
Margin rate over reference rate (as a percent)												2.50%	1.50%														3.25%	2.25%
Step down percentage upon achievement of a total senior secured leverage ratio (as a percent)																							0.25%
Write off deferred financing cost																																															4,232	9,289
Call premium on term loan		(15,075)																																													1,151
Financing costs capitalized																																			6,121												15,190
Remaining portion of the call premium capitalized																																															13,924
Borrowings of senior credit facilities to finance the acquisition		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		17,345
Dividend paid	193,956				445,537	721,678
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																															$ 38,750		$ 21,313	$ 22,970

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Condensed Consolidating Financial Statements of Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Parent Company Statement
Net sales	$ 806,961	$ 802,829	$ 2,413,092	$ 2,349,930
Costs and expenses:
Cost of sales	431,204	424,870	1,304,003	1,267,635
Advertising, promotion and catalog	60,931	48,150	158,236	142,706
Selling, general and administrative	235,538	224,422	707,115	675,388
Facility restructuring charges		4,944		35,144
Total costs and expenses	727,673	702,386	2,169,354	2,120,873
Income from operations	79,288	100,443	243,738	229,057
Other income (expense):
Interest	(33,794)	(34,064)	(101,698)	(112,749)
Miscellaneous, net	2,534	3,824	1,809	4,284
Total other income (expense)	(31,260)	(30,240)	(99,889)	(108,465)
Income from operations before income taxes	48,028	70,203	143,849	120,592
Provision (benefit) for income taxes	14,761	18,953	46,861	34,575
Net income	33,267	51,250	96,988	86,017
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes	11,127	(2,857)	22,615	(45,221)
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Total other comprehensive income (loss), net of tax	11,826	(1,696)	25,084	(41,799)
Comprehensive income	45,093	49,554	122,072	44,218
Reportable Legal Entities | Parent Company
Costs and expenses:
Selling, general and administrative	22,441	22,320	72,527	78,838
Total costs and expenses	22,441	22,320	72,527	78,838
Income from operations	(22,441)	(22,320)	(72,527)	(78,838)
Other income (expense):
Intercompany interest	39,222	38,825	118,051	122,628
Interest	(34,167)	(34,142)	(103,170)	(113,033)
Miscellaneous, net	1,538	2,045	2,543	1,182
Total other income (expense)	6,593	6,728	17,424	10,777
Income from operations before income taxes	(15,848)	(15,592)	(55,103)	(68,061)
Provision (benefit) for income taxes	(2,344)	(7,805)	(7,662)	(22,136)
Equity in income of subsidiaries	46,771	59,037	144,429	131,942
Net income	33,267	51,250	96,988	86,017
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes	11,127	(2,857)	22,615	(45,221)
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Total other comprehensive income (loss), net of tax	11,826	(1,696)	25,084	(41,799)
Comprehensive income	45,093	49,554	122,072	44,218
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Statement
Net sales	543,930	560,753	1,629,806	1,652,668
Costs and expenses:
Cost of sales	335,320	333,113	1,008,111	1,000,989
Advertising, promotion and catalog	51,122	38,315	127,945	116,450
Selling, general and administrative	112,937	114,205	343,606	338,137
Facility restructuring charges		4,944		35,144
Total costs and expenses	499,379	490,577	1,479,662	1,490,720
Income from operations	44,551	70,176	150,144	161,948
Other income (expense):
Intercompany interest	(34,167)	(34,142)	(103,170)	(113,033)
Interest	388		994
Miscellaneous, net	586	3,049	(115)	6,640
Total other income (expense)	(33,193)	(31,093)	(102,291)	(106,393)
Income from operations before income taxes	11,358	39,083	47,853	55,555
Provision (benefit) for income taxes	3,975	13,679	16,748	19,444
Net income	7,383	25,404	31,105	36,111
Other comprehensive income, net of tax:
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Total other comprehensive income (loss), net of tax	699	1,161	2,469	3,422
Comprehensive income	8,082	26,565	33,574	39,533
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Statement
Net sales	294,293	268,735	868,902	773,719
Costs and expenses:
Cost of sales	127,146	118,416	381,508	343,103
Advertising, promotion and catalog	9,809	9,835	30,291	26,256
Selling, general and administrative	100,160	87,897	290,982	258,413
Total costs and expenses	237,115	216,148	702,781	627,772
Income from operations	57,178	52,587	166,121	145,947
Other income (expense):
Intercompany interest	(5,055)	(4,683)	(14,881)	(9,595)
Interest	(15)	78	478	284
Miscellaneous, net	410	(1,270)	(619)	(3,538)
Total other income (expense)	(4,660)	(5,875)	(15,022)	(12,849)
Income from operations before income taxes	52,518	46,712	151,099	133,098
Provision (benefit) for income taxes	13,130	13,079	37,775	37,267
Net income	39,388	33,633	113,324	95,831
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes	13,238	(2,938)	21,666	(35,403)
Total other comprehensive income (loss), net of tax	13,238	(2,938)	21,666	(35,403)
Comprehensive income	52,626	30,695	134,990	60,428
Eliminations
Condensed Parent Company Statement
Net sales	(31,262)	(26,659)	(85,616)	(76,457)
Costs and expenses:
Cost of sales	(31,262)	(26,659)	(85,616)	(76,457)
Total costs and expenses	(31,262)	(26,659)	(85,616)	(76,457)
Other income (expense):
Equity in income of subsidiaries	(46,771)	(59,037)	(144,429)	(131,942)
Net income	(46,771)	(59,037)	(144,429)	(131,942)
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes	(13,238)	2,938	(21,666)	35,403
Change in fair value of interest rate swaps, net of taxes	(699)	(1,161)	(2,469)	(3,422)
Total other comprehensive income (loss), net of tax	(13,937)	1,777	(24,135)	31,981
Comprehensive income	$ (60,708)	$ (57,260)	$ (168,564)	$ (99,961)

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Business and Credit Concentration (Details) (Customer concentration risk)	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended			12 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2014 Net sales Customer A	Jun. 30, 2013 Net sales Customer A	Jun. 30, 2014 Net sales Customer A	Jun. 30, 2013 Net sales Customer A	Jun. 30, 2014 Net sales Customer A Wholesale segment	Jun. 30, 2013 Net sales Customer A Wholesale segment	Jun. 30, 2014 Net sales Customer A Wholesale segment	Jun. 30, 2013 Net sales Customer A Wholesale segment	Jun. 30, 2014 Net sales Customer B	Jun. 30, 2013 Net sales Customer B	Jun. 30, 2014 Net sales Customer B	Jun. 30, 2013 Net sales Customer B	Jun. 30, 2014 Net sales Customer B Wholesale segment	Jun. 30, 2013 Net sales Customer B Wholesale segment	Jun. 30, 2014 Net sales Customer B Wholesale segment	Jun. 30, 2013 Net sales Customer B Wholesale segment	Jun. 30, 2014 Net sales Customer C	Jun. 30, 2013 Net sales Customer C	Jun. 30, 2014 Net sales Customer C	Jun. 30, 2013 Net sales Customer C	Jun. 30, 2014 Net sales Customer C Wholesale segment	Jun. 30, 2013 Net sales Customer C Wholesale segment	Jun. 30, 2014 Net sales Customer C Wholesale segment	Jun. 30, 2013 Net sales Customer C Wholesale segment	Jun. 30, 2014 Gross accounts receivable Customer A Wholesale segment	Sep. 30, 2013 Gross accounts receivable Customer A Wholesale segment	Jun. 30, 2014 Gross accounts receivable Customer B Wholesale segment	Sep. 30, 2013 Gross accounts receivable Customer B Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	11.00%	13.00%	11.00%	13.00%	18.00%	22.00%	19.00%	22.00%	7.00%	7.00%	7.00%	7.00%	13.00%	12.00%	12.00%	11.00%	4.00%	6.00%	5.00%	6.00%	8.00%	10.00%	8.00%	10.00%	16.00%	12.00%	13.00%	11.00%

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Condensed Consolidating Financial Statements of Guarantors (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Parent Company Statement
Net cash (used in) provided by operating activities			$ 27,017	$ 213,035
Cash flows from investing activities:
Purchase of property, plant and equipment	(25,192)	(31,162)	(72,436)	(96,854)
Proceeds from sale of building				7,548
Cash paid for acquisitions, net of cash acquired				(82,472)
Net cash used in investing activities			(72,436)	(171,778)
Cash flows from financing activities:
Principal payments under long-term agreements			(298)	(442)
Proceeds from borrowings under the revolver				80,000
Paydowns of borrowings under the revolver				(80,000)
Payments for financing fees				(7,387)
Dividends paid			(60,063)	(216,926)
Net cash used in financing activities			(60,361)	(224,755)
Effect of exchange rate changes on cash			1,636	(4,254)
Net decrease in cash and cash equivalents			(104,144)	(187,752)
Cash and cash equivalents at beginning of period			198,561	315,136
Cash and cash equivalents at end of period	94,417	127,384	94,417	127,384
Reportable Legal Entities | Parent Company
Condensed Parent Company Statement
Net cash (used in) provided by operating activities			(36,434)	13,906
Cash flows from investing activities:
Purchase of property, plant and equipment			(17,979)	(36,172)
Investment in subsidiary			(6,500)
Proceeds from sale of building				7,548
Cash paid for acquisitions, net of cash acquired				(77,936)
Net cash used in investing activities			(24,479)	(106,560)
Cash flows from financing activities:
Proceeds from borrowings under the revolver				80,000
Paydowns of borrowings under the revolver				(80,000)
Payments for financing fees				(7,387)
Dividends paid			(60,063)	(216,926)
Intercompany accounts			63,355	154,536
Net cash used in financing activities			3,292	(69,777)
Net decrease in cash and cash equivalents			(57,621)	(162,431)
Cash and cash equivalents at beginning of period			81,356	183,661
Cash and cash equivalents at end of period	23,735	21,230	23,735	21,230
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Statement
Net cash (used in) provided by operating activities			58,813	231,056
Cash flows from investing activities:
Purchase of property, plant and equipment			(25,615)	(37,062)
Net cash used in investing activities			(25,615)	(37,062)
Cash flows from financing activities:
Dividends paid				(52,416)
Intercompany accounts			(68,555)	(154,536)
Net cash used in financing activities			(68,555)	(206,952)
Net decrease in cash and cash equivalents			(35,357)	(12,958)
Cash and cash equivalents at beginning of period			35,357	14,589
Cash and cash equivalents at end of period		1,631		1,631
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Statement
Net cash (used in) provided by operating activities			26,137	72,905
Cash flows from investing activities:
Purchase of property, plant and equipment			(28,842)	(23,620)
Cash paid for acquisitions, net of cash acquired				(4,536)
Net cash used in investing activities			(28,842)	(28,156)
Cash flows from financing activities:
Principal payments under long-term agreements			(298)	(442)
Dividends paid			(16,843)	(52,416)
Capital contribution			6,500
Intercompany accounts			5,200
Net cash used in financing activities			(5,441)	(52,858)
Effect of exchange rate changes on cash			1,636	(4,254)
Net decrease in cash and cash equivalents			(6,510)	(12,363)
Cash and cash equivalents at beginning of period			81,848	116,886
Cash and cash equivalents at end of period	75,338	104,523	75,338	104,523
Eliminations
Condensed Parent Company Statement
Net cash (used in) provided by operating activities			(21,499)	(104,832)
Cash flows from investing activities:
Investment in subsidiary			6,500
Net cash used in investing activities			6,500
Cash flows from financing activities:
Dividends paid			16,843	104,832
Capital contribution			(6,500)
Net cash used in financing activities			10,343	104,832
Net decrease in cash and cash equivalents			(4,656)
Cash and cash equivalents at end of period	$ (4,656)		$ (4,656)

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Taxes
Effective income tax rate (as a percent)	30.70%	27.00%	32.60%	28.70%
Accrued interest	$ 1,904		$ 1,904
Accrued penalties	662		662
Liability of unrecognized tax benefits	14,260		14,260
Unrecognized tax benefits, recognition of which would have an effect on provision for income taxes and effective income tax rate	$ 10,670		$ 10,670

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Facility Restructuring Charge (Details) (Closure of facilities, USD $) In Thousands, unless otherwise specified	0 Months Ended	9 Months Ended	21 Months Ended
	Mar. 12, 2013 item	Jun. 30, 2014	Sep. 30, 2014
Facility restructuring charge
Expected number of facilities to be eliminated	7
Cumulative charges			$ 32,695
Reconciliation of charges to accrued expenses
Restructuring accrual at the beginning of the period		15,085
Cash payments		(10,368)
Other		(509)
Restructuring accrual at the end of the period		4,208
Accelerated depreciation
Facility restructuring charge
Cumulative charges			12,588
Workforce Reductions
Reconciliation of charges to accrued expenses
Restructuring accrual at the beginning of the period		12,436
Cash payments		(8,780)
Restructuring accrual at the end of the period		3,656
Facility Costs
Reconciliation of charges to accrued expenses
Restructuring accrual at the beginning of the period		2,649
Cash payments		(1,588)
Other		(509)
Restructuring accrual at the end of the period		$ 552

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets

Schedule of change in carrying amount of goodwill by segment

	Wholesale			European Retail		Direct Response / E-Commerce		North American Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Purchase price adjustments		—			517		—		—		517
Foreign currency translation		(1,188	)		14,316		—		—		13,128
Balance at June 30, 2014	$	644,032		$	339,686	$	264,985	$	25,744	$	1,274,447

Schedule of carrying amounts of acquired other intangible assets

	June 30, 2014				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	914,567	$	146,216	$	913,971	$	116,330	17 - 25
Tradenames and other		178,023		21,544		177,903		16,677	20 - 30
		1,092,590		167,760		1,091,874		133,007
Indefinite lived intangible assets:
Tradenames		1,016,682		—		1,001,484		—
Total intangible assets	$	2,109,272	$	167,760	$	2,093,358	$	133,007

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 item	Jun. 30, 2013
Segment Information
Number of business segments			4
Segment Information
Net sales	$ 806,961	$ 802,829	$ 2,413,092	$ 2,349,930
Income (loss) from operations	79,288	100,443	243,738	229,057
Depreciation and amortization	27,309	31,274	78,709	83,944
Capital expenditures	25,192	31,162	72,436	96,854
Reportable Business Segments
Segment Information
Net sales	806,961	802,829	2,413,092	2,349,930
Income (loss) from operations	101,823	127,721	316,287	343,185
Depreciation and amortization	17,561	15,830	51,023	47,090
Capital expenditures	17,211	11,426	40,553	27,767
Corporate/Manufacturing
Segment Information
Income (loss) from operations	(22,535)	(27,278)	(72,549)	(114,128)
Depreciation and amortization	9,748	15,444	27,686	36,854
Capital expenditures	7,981	19,736	31,883	69,087
Wholesale | Reportable Business Segments
Segment Information
Net sales	471,344	489,228	1,420,067	1,429,103
Income (loss) from operations	41,355	65,995	143,087	162,886
Depreciation and amortization	9,032	9,171	27,199	27,319
Capital expenditures	41	177	244	407
European Retail | Reportable Business Segments
Segment Information
Net sales	215,328	191,692	635,556	557,779
Income (loss) from operations	48,386	45,478	142,260	127,979
Depreciation and amortization	4,807	3,544	12,984	10,405
Capital expenditures	12,380	7,494	27,248	21,412
European Retail | Reportable Business Segments | Holland & Barrett
Segment Information
Number of stores	746		746
European Retail | Reportable Business Segments | Holland & Barrett | China
Segment Information
Number of franchised stores	28		28
European Retail | Reportable Business Segments | Holland & Barrett | Singapore
Segment Information
Number of franchised stores	27		27
European Retail | Reportable Business Segments | Holland & Barrett | United Arab Emirates
Segment Information
Number of franchised stores	9		9
European Retail | Reportable Business Segments | Holland & Barrett | Cyprus
Segment Information
Number of franchised stores	9		9
European Retail | Reportable Business Segments | Holland & Barrett | Malta
Segment Information
Number of franchised stores	4		4
European Retail | Reportable Business Segments | Holland & Barrett | Gibraltar
Segment Information
Number of franchised stores	1		1
European Retail | Reportable Business Segments | Holland & Barrett | Iceland
Segment Information
Number of franchised stores	1		1
European Retail | Reportable Business Segments | De Tuinen | Netherlands
Segment Information
Number of stores	138		138
Number of franchised stores	7		7
European Retail | Reportable Business Segments | GNC (UK) stores | U.K.
Segment Information
Number of stores	54		54
European Retail | Reportable Business Segments | GNC (UK) stores | Ireland
Segment Information
Number of stores	47		47
European Retail | Reportable Business Segments | GNC (UK) stores | Belgium
Segment Information
Number of stores	13		13
Direct Response/E-Commerce | Reportable Business Segments
Segment Information
Net sales	63,940	63,670	187,904	186,252
Income (loss) from operations	9,009	9,001	23,372	32,325
Depreciation and amortization	2,830	2,506	8,475	7,515
Capital expenditures	402	2,280	1,084	3,048
North American Retail | Reportable Business Segments
Segment Information
Net sales	56,349	58,239	169,565	176,796
Income (loss) from operations	3,073	7,247	7,568	19,995
Depreciation and amortization	892	609	2,365	1,851
Capital expenditures	$ 4,388	$ 1,475	$ 11,977	$ 2,900
North American Retail | Reportable Business Segments | Vitamin World
Segment Information
Number of stores	419		419

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Fair Value of Financial Instruments (Details 3)	1 Months Ended			45 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2013 Interest rate swaps USD ($)	Dec. 31, 2012 Interest rate swaps USD ($)	Mar. 31, 2011 Interest rate swaps USD ($) contract	Jun. 30, 2014 Interest rate swaps USD ($)	Jun. 30, 2014 Cross currency swaps USD ($)	Jun. 30, 2013 Cross currency swaps USD ($)	Jun. 30, 2014 Cross currency swaps USD ($)	Jun. 30, 2014 Cross currency swaps GBP (£)	Jun. 30, 2013 Cross currency swaps USD ($)	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	1.565
Hedge ineffectiveness gains				$ 0	$ 1,463,000	$ 2,065,000	$ 2,415,000		$ 1,345,000

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Goodwill and Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified					9 Months Ended				9 Months Ended
	Jun. 30, 2014	Sep. 30, 2013	Jun. 30, 2014 Brands and customer relationships	Sep. 30, 2013 Brands and customer relationships	Jun. 30, 2014 Brands and customer relationships Minimum	Jun. 30, 2014 Brands and customer relationships Maximum	Jun. 30, 2014 Tradenames and other	Sep. 30, 2013 Tradenames and other	Jun. 30, 2014 Tradenames and other Minimum	Jun. 30, 2014 Tradenames and other Maximum
Definite lived intangible assets:
Gross carrying amount	$ 1,092,590	$ 1,091,874	$ 914,567	$ 913,971			$ 178,023	$ 177,903
Accumulated amortization	167,760	133,007	146,216	116,330			21,544	16,677
Amortization period					17 years	25 years			20 years	30 years
Indefinite lived intangible asset:
Tradenames	1,016,682	1,001,484
Total intangible assets	$ 2,109,272	$ 2,093,358

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Condensed Consolidating Financial Statements of Guarantors (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2012
Condensed Consolidating Financial Statements of Guarantors
Ownership percentage in subsidiary	100.00%		100.00%
Current Assets
Other current assets	$ 78,846		$ 78,846			$ 78,579
Total current assets	1,254,934		1,254,934			1,212,399
Other assets	64,521		64,521			68,235
Total assets	5,125,779		5,125,779			5,073,316
Current liabilities:
Total current liabilities	455,807		455,807			479,202
Deferred income taxes	747,900		747,900			751,419
Total liabilities	3,435,557		3,435,557			3,448,477
Stockholder's equity:
Capital in excess of par	1,560,298		1,560,298			1,556,926
Retained earnings	118,422		118,422			81,497
Accumulated other comprehensive income (loss)	11,502	(60,393)	11,502	(60,393)	(324)	(13,584)	(58,697)	(18,594)
Total stockholder's equity	1,690,222		1,690,222			1,624,839
Total liabilities and stockholder's equity	5,125,779		5,125,779			5,073,316
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative	235,538	224,422	707,115	675,388
Income (loss) from operations	79,288	100,443	243,738	229,057
Miscellaneous, net	2,534	3,824	1,809	4,284
Total other income (expense)	(31,260)	(30,240)	(99,889)	(108,465)
Income (loss) before income taxes	48,028	70,203	143,849	120,592
Provision (benefit) for income taxes	14,761	18,953	46,861	34,575
Net income (loss)	33,267	51,250	96,988	86,017
Foreign currency translation adjustment, net of taxes	11,127	(2,857)	22,615	(45,221)
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Comprehensive income (loss)	45,093	49,554	122,072	44,218
Statements of cash flows
Cash (used in) provided by operating activities			27,017	213,035
Cash paid for acquisitions, net of cash acquired				(82,472)
Cash used in investing activities			(72,436)	(171,778)
Dividends paid			(60,063)	(216,926)
Cash used in financing activities			(60,361)	(224,755)
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
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative		22,300		78,800
Income (loss) from operations		(22,300)		(78,800)
Intercompany interest		4,700		9,600
Miscellaneous, net				(200)
Total other income (expense)		(34,100)		(103,600)
Income (loss) before income taxes		(51,800)		(182,500)
Provision (benefit) for income taxes		(20,500)		(62,100)
Equity in income of subsidiaries		82,600		206,400
Net income (loss)		51,300		86,000
Foreign currency translation adjustment, net of taxes				(58,000)
Change in fair value of interest rate swaps, net of taxes		(3,700)		16,200
Comprehensive income (loss)		49,600		44,200
Statements of cash flows
Cash (used in) provided by operating activities				168,400
Cash paid for acquisitions, net of cash acquired				(77,900)
Cash used in investing activities				(106,600)
Dividends paid				(216,900)
Cash used in financing activities				(224,300)
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
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative		114,200		338,100
Income (loss) from operations		70,200		162,000
Miscellaneous, net		5,100		8,000
Total other income (expense)		5,100		8,000
Income (loss) before income taxes		75,300		170,000
Provision (benefit) for income taxes		26,300		59,500
Net income (loss)		48,900		110,500
Comprehensive income (loss)		48,900		110,500
Statements of cash flows
Cash (used in) provided by operating activities				29,100
Cash paid for acquisitions, net of cash acquired				(4,500)
Cash used in investing activities				(41,600)
Cash used in financing activities				(400)
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
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative		87,900		258,400
Income (loss) from operations		52,600		145,900
Intercompany interest		(4,700)		(9,600)
Miscellaneous, net		(1,300)		(3,500)
Total other income (expense)		(5,900)		(12,800)
Income (loss) before income taxes		46,700		133,100
Provision (benefit) for income taxes		13,100		37,300
Net income (loss)		33,600		95,800
Foreign currency translation adjustment, net of taxes		(2,900)		(35,400)
Comprehensive income (loss)		30,700		60,400
Statements of cash flows
Cash (used in) provided by operating activities				15,500
Cash used in investing activities				(23,600)
Reportable Legal Entities | Parent Company
Current Assets
Intercompany	16,957		16,957			34,549
Other current assets	19,703		19,703			19,033
Total current assets	60,395		60,395			134,938
Other assets	46,348		46,348			61,218
Intercompany	2,503,720		2,503,720			2,480,760
Investments in subsidiaries	2,339,036		2,339,036			2,180,814
Total assets	5,040,322		5,040,322			4,946,342
Current liabilities:
Total current liabilities	21,755		21,755			38,407
Intercompany	1,130,845		1,130,845			1,091,982
Deferred income taxes	8,875		8,875			14,151
Total liabilities	3,350,100		3,350,100			3,321,503
Stockholder's equity:
Capital in excess of par	1,560,298		1,560,298			1,556,926
Retained earnings	118,422		118,422			81,497
Accumulated other comprehensive income (loss)	11,502		11,502			(13,584)
Total stockholder's equity	1,690,222		1,690,222			1,624,839
Total liabilities and stockholder's equity	5,040,322		5,040,322			4,946,342
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative	22,441	22,320	72,527	78,838
Income (loss) from operations	(22,441)	(22,320)	(72,527)	(78,838)
Intercompany interest	39,222	38,825	118,051	122,628
Miscellaneous, net	1,538	2,045	2,543	1,182
Total other income (expense)	6,593	6,728	17,424	10,777
Income (loss) before income taxes	(15,848)	(15,592)	(55,103)	(68,061)
Provision (benefit) for income taxes	(2,344)	(7,805)	(7,662)	(22,136)
Equity in income of subsidiaries	46,771	59,037	144,429	131,942
Net income (loss)	33,267	51,250	96,988	86,017
Foreign currency translation adjustment, net of taxes	11,127	(2,857)	22,615	(45,221)
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Comprehensive income (loss)	45,093	49,554	122,072	44,218
Statements of cash flows
Cash (used in) provided by operating activities			(36,434)	13,906
Cash paid for acquisitions, net of cash acquired				(77,936)
Cash used in investing activities			(24,479)	(106,560)
Dividends paid			(60,063)	(216,926)
Cash used in financing activities			3,292	(69,777)
Reportable Legal Entities | Guarantor Subsidiaries
Current Assets
Other current assets	23,270		23,270			24,104
Total current assets	847,533		847,533			771,635
Other assets	18,083		18,083			6,938
Intercompany	1,130,845		1,130,845			1,062,900
Total assets	4,685,489		4,685,489			4,565,976
Current liabilities:
Intercompany	101,106		101,106			34,549
Total current liabilities	423,015		423,015			340,126
Intercompany	2,157,500		2,157,500			2,157,500
Deferred income taxes	639,285		639,285			637,726
Total liabilities	3,235,940		3,235,940			3,150,002
Stockholder's equity:
Capital in excess of par	1,211,581		1,211,581			1,211,581
Retained earnings	239,400		239,400			208,295
Accumulated other comprehensive income (loss)	(1,432)		(1,432)			(3,902)
Total stockholder's equity	1,449,549		1,449,549			1,415,974
Total liabilities and stockholder's equity	4,685,489		4,685,489			4,565,976
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative	112,937	114,205	343,606	338,137
Income (loss) from operations	44,551	70,176	150,144	161,948
Intercompany interest	(34,167)	(34,142)	(103,170)	(113,033)
Miscellaneous, net	586	3,049	(115)	6,640
Total other income (expense)	(33,193)	(31,093)	(102,291)	(106,393)
Income (loss) before income taxes	11,358	39,083	47,853	55,555
Provision (benefit) for income taxes	3,975	13,679	16,748	19,444
Net income (loss)	7,383	25,404	31,105	36,111
Change in fair value of interest rate swaps, net of taxes	699	1,161	2,469	3,422
Comprehensive income (loss)	8,082	26,565	33,574	39,533
Statements of cash flows
Cash (used in) provided by operating activities			58,813	231,056
Cash used in investing activities			(25,615)	(37,062)
Dividends paid				(52,416)
Cash used in financing activities			(68,555)	(206,952)
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current Assets
Intercompany	84,149		84,149
Other current assets	35,873		35,873			35,442
Total current assets	452,768		452,768			340,375
Other assets	90		90			79
Intercompany						29,082
Total assets	1,479,331		1,479,331			1,349,103
Current liabilities:
Total current liabilities	116,799		116,799			135,218
Intercompany	346,220		346,220			323,260
Deferred income taxes	99,740		99,740			99,542
Total liabilities	589,844		589,844			584,263
Stockholder's equity:
Capital in excess of par	739,911		739,911			733,411
Retained earnings	126,679		126,679			30,198
Accumulated other comprehensive income (loss)	22,897		22,897			1,231
Total stockholder's equity	889,487		889,487			764,840
Total liabilities and stockholder's equity	1,479,331		1,479,331			1,349,103
Consolidated Statements of Operations and Comprehensive Income (Loss)
Selling, general and administrative	100,160	87,897	290,982	258,413
Income (loss) from operations	57,178	52,587	166,121	145,947
Intercompany interest	(5,055)	(4,683)	(14,881)	(9,595)
Miscellaneous, net	410	(1,270)	(619)	(3,538)
Total other income (expense)	(4,660)	(5,875)	(15,022)	(12,849)
Income (loss) before income taxes	52,518	46,712	151,099	133,098
Provision (benefit) for income taxes	13,130	13,079	37,775	37,267
Net income (loss)	39,388	33,633	113,324	95,831
Foreign currency translation adjustment, net of taxes	13,238	(2,938)	21,666	(35,403)
Comprehensive income (loss)	52,626	30,695	134,990	60,428
Statements of cash flows
Cash (used in) provided by operating activities			26,137	72,905
Cash paid for acquisitions, net of cash acquired				(4,536)
Cash used in investing activities			(28,842)	(28,156)
Dividends paid			(16,843)	(52,416)
Cash used in financing activities			(5,441)	(52,858)
Eliminations
Current Assets
Intercompany	(101,106)		(101,106)			(34,549)
Total current assets	(105,762)		(105,762)			(34,549)
Intercompany	(3,634,565)		(3,634,565)			(3,572,742)
Investments in subsidiaries	(2,339,036)		(2,339,036)			(2,180,814)
Total assets	(6,079,363)		(6,079,363)			(5,788,105)
Current liabilities:
Intercompany	(101,106)		(101,106)			(34,549)
Total current liabilities	(105,762)		(105,762)			(34,549)
Intercompany	(3,634,565)		(3,634,565)			(3,572,742)
Total liabilities	(3,740,327)		(3,740,327)			(3,607,291)
Stockholder's equity:
Capital in excess of par	(1,951,492)		(1,951,492)			(1,944,992)
Retained earnings	(366,079)		(366,079)			(238,493)
Accumulated other comprehensive income (loss)	(21,465)		(21,465)			2,671
Total stockholder's equity	(2,339,036)		(2,339,036)			(2,180,814)
Total liabilities and stockholder's equity	(6,079,363)		(6,079,363)			(5,788,105)
Consolidated Statements of Operations and Comprehensive Income (Loss)
Equity in income of subsidiaries	(46,771)	(59,037)	(144,429)	(131,942)
Net income (loss)	(46,771)	(59,037)	(144,429)	(131,942)
Foreign currency translation adjustment, net of taxes	(13,238)	2,938	(21,666)	35,403
Change in fair value of interest rate swaps, net of taxes	(699)	(1,161)	(2,469)	(3,422)
Comprehensive income (loss)	(60,708)	(57,260)	(168,564)	(99,961)
Statements of cash flows
Cash (used in) provided by operating activities			(21,499)	(104,832)
Cash used in investing activities			6,500
Dividends paid			16,843	104,832
Cash used in financing activities			10,343	104,832
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)
Consolidated Statements of Operations and Comprehensive Income (Loss)
Equity in income of subsidiaries		(82,600)		(206,400)
Net income (loss)		(82,600)		(206,400)
Foreign currency translation adjustment, net of taxes		2,900		35,400
Comprehensive income (loss)		$ (79,600)		$ (171,000)

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	$ (324)	$ (58,697)	$ (13,584)	$ (18,594)
Other comprehensive income (loss) before reclassifications	10,667	(3,552)	20,910	(47,828)
Amount reclassified from accumulated other comprehensive income (loss)	1,159	1,855	4,174	6,029
Balance at end of period	11,502	(60,393)	11,502	(60,393)
Foreign currency translation adjustment
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	1,809	(52,652)	(9,679)	(10,288)
Other comprehensive income (loss) before reclassifications	11,127	(2,857)	22,615	(45,221)
Balance at end of period	12,936	(55,509)	12,936	(55,509)
Gains and losses on cash flow hedges
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	(2,133)	(6,045)	(3,903)	(8,306)
Other comprehensive income (loss) before reclassifications	(460)	(695)	(1,705)	(2,607)
Amount reclassified from accumulated other comprehensive income (loss)	1,159	1,855	4,174	6,029
Balance at end of period	$ (1,434)	$ (4,884)	$ (1,434)	$ (4,884)

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Acquisitions

9 Months Ended

Jun. 30, 2014

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 markets and sells 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 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.

• 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 $4,200 associated with this acquisition is not currently deductible for tax purposes.

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Fair Value of Financial Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
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)	$ (6,051)	$ 182	$ (12,540)	$ 10,215
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(1,159)	(1,855)	(4,173)	(6,029)
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)	(460)	(695)	(1,705)	(2,607)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(1,159)	(1,855)	(4,173)	(6,029)
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)	$ (5,591)	$ 877	$ (10,835)	$ 12,822

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Business and Credit Concentration (Tables)

9 Months Ended

Jun. 30, 2014

Net sales

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2014			2013			2014			2013
Customer A		18	%		22	%		11	%		13	%
Customer B		13	%		12	%		7	%		7	%
Customer C		8	%		10	%		4	%		6	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013
Customer A		19	%		22	%		11	%		13	%
Customer B		12	%		11	%		7	%		7	%
Customer C		8	%		10	%		5	%		6	%

Gross accounts receivable

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	June 30, 2014			September 30, 2013
Customer A		16	%		12	%
Customer B		13	%		11	%

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Jun. 30, 2014

Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended June 30, 2014(1)
	Foreign currency translation adjustments		Gains and losses on cash flow hedges			Total
Balance at March 31, 2014	$	1,809	$	(2,133	)	$	(324	)
Other comprehensive income (loss) before reclassifications		11,127		(460	)		10,667
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—		1,159			1,159
Balance at June 30, 2014	$	12,936	$	(1,434	)	$	11,502

	Nine Months Ended June 30, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,679	)	$	(3,903	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		22,615			(1,705	)		20,910
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			4,174			4,174
Balance at June 30, 2014	$	12,936		$	(1,434	)	$	11,502

	Three Months Ended June 30, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at March 31, 2013	$	(52,652	)	$	(6,045	)	$	(58,697	)
Other comprehensive income (loss) before reclassifications		(2,857	)		(695	)		(3,552	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,855			1,855
Balance at June 30, 2013	$	(55,509	)	$	(4,885	)	$	(60,394	)

	Nine Months Ended June 30, 2013(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 (loss) before reclassifications		(45,221	)		(2,607	)		(47,828	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			6,029			6,029
Balance at June 30, 2013	$	(55,509	)	$	(4,884	)	$	(60,393	)

(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 (Details 5) (USD $) In Thousands, unless otherwise specified	Mar. 21, 2013 Term loan B-2	Oct. 01, 2010 Notes	Jun. 30, 2014 Level 2 Term loan B-2	Jun. 30, 2014 Level 2 Notes
Fair value measurements
Face value of debt instrument	$ 1,507,500	$ 650,000	$ 1,507,500
Fair value of Notes				$ 688,000

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Segment Information (Tables)

9 Months Ended

Jun. 30, 2014

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 June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Three Months Ended June 30, 2013:
Net sales	$	489,228	$	191,692	$	63,670	$	58,239	$	802,829	$	—		$	802,829
Income (loss) from operations		65,995		45,478		9,001		7,247		127,721		(27,278	)		100,443
Depreciation and amortization		9,171		3,544		2,506		609		15,830		15,444			31,274
Capital expenditures		177		7,494		2,280		1,475		11,426		19,736			31,162
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436
Nine Months Ended June 30, 2013:
Net sales	$	1,429,103	$	557,779	$	186,252	$	176,796	$	2,349,930	$	—		$	2,349,930
Income (loss) from operations		162,886		127,979		32,325		19,995		343,185		(114,128	)		229,057
Depreciation and amortization		27,319		10,405		7,515		1,851		47,090		36,854			83,944
Capital expenditures		407		21,412		3,048		2,900		27,767		69,087			96,854

Schedule of total assets by segment

	June 30, 2014		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,647,424	$	2,553,857
European Retail		992,482		924,979
Direct Response / E-Commerce		690,254		692,685
North American Retail		128,983		119,395
Total Reportable Business Segments:		4,459,143		4,290,916
Corporate / Manufacturing		666,636		782,400
Consolidated assets	$	5,125,779	$	5,073,316

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Condensed Consolidating Financial Statements of Guarantors (Tables)

9 Months Ended

Jun. 30, 2014

Condensed Consolidating Financial Statements of Guarantors

Schedule of condensed consolidating balance sheet

Condensed Consolidating Balance Sheet
As of June 30, 2014

	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	23,735	$	—		$	75,338	$	(4,656	)	$	94,417
Accounts receivable, net		—		134,636			49,896		—			184,532
Intercompany		16,957		—			84,149		(101,106	)		—
Inventories		—		665,922			206,844		—			872,766
Deferred income taxes		—		23,705			668		—			24,373
Other current assets		19,703		23,270			35,873		—			78,846
Total current assets		60,395		847,533			452,768		(105,762	)		1,254,934
Property, plant and equipment, net		90,823		305,318			194,224		—			590,365
Goodwill		—		813,688			460,759		—			1,274,447
Other intangible assets, net		—		1,570,022			371,490		—			1,941,512
Other assets		46,348		18,083			90		—			64,521
Intercompany loan receivable		2,503,720		1,130,845			—		(3,634,565	)		—
Investments in subsidiaries		2,339,036		—			—		(2,339,036	)		—
Total assets	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—	$	—		$	295	$	—		$	295
Accounts payable		—		185,181			76,090		(4,656	)		256,615
Intercompany		—		101,106			—		(101,106	)		—
Accrued expenses and other current liabilities		21,755		136,728			40,414		—			198,897
Total current liabilities		21,755		423,015			116,799		(105,762	)		455,807
Intercompany loan payable		1,130,845		2,157,500			346,220		(3,634,565	)		—
Long-term debt, net of current portion		2,157,500		—			703		—			2,158,203
Deferred income taxes		8,875		639,285			99,740		—			747,900
Other liabilities		31,125		16,140			26,382		—			73,647
Total liabilities		3,350,100		3,235,940			589,844		(3,740,327	)		3,435,557
Commitments and contingencies
Stockholder's Equity:
Common stock		—		—			—		—			—
Capital in excess of par		1,560,298		1,211,581			739,911		(1,951,492	)		1,560,298
Retained earnings		118,422		239,400			126,679		(366,079	)		118,422
Accumulated other comprehensive income (loss)		11,502		(1,432	)		22,897		(21,465	)		11,502
Total stockholder's equity		1,690,222		1,449,549			889,487		(2,339,036	)		1,690,222
Total liabilities and stockholder's equity	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779

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		—			1,601,963			358,388		—			1,960,351
Other assets		61,218			6,938			79		—			68,235
Intercompany loan receivable		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 loan payable		1,091,982			2,157,500			323,260		(3,572,742	)		—
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

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			—			—			(46,771	)		—
Net income (loss)		33,267			7,383			39,388			(46,771	)		33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			—			13,238			(13,238	)		11,127
Change in fair value of interest rate swaps, net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			699			13,238			(13,937	)		11,826
Comprehensive income (loss)	$	45,093		$	8,082		$	52,626		$	(60,708	)	$	45,093

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	560,753		$	268,735		$	(26,659	)	$	802,829
Costs and expenses:
Cost of sales		—			333,113			118,416			(26,659	)		424,870
Advertising, promotion and catalog		—			38,315			9,835			—			48,150
Selling, general and administrative		22,320			114,205			87,897			—			224,422
Facility restructuring charge		—			4,944			—			—			4,944
		22,320			490,577			216,148			(26,659	)		702,386
Income (loss) from operations		(22,320	)		70,176			52,587			—			100,443
Other income (expense):
Intercompany interest		38,825			(34,142	)		(4,683	)		—			—
Interest		(34,142	)		—			78			—			(34,064	)
Miscellaneous, net		2,045			3,049			(1,270	)		—			3,824
		6,728			(31,093	)		(5,875	)		—			(30,240	)
Income (loss) before income taxes		(15,592	)		39,083			46,712			—			70,203
Provision (benefit) for income taxes		(7,805	)		13,679			13,079			—			18,953
Equity in income of subsidiaries		59,037			—			—			(59,037	)		—
Net income (loss)		51,250			25,404			33,633			(59,037	)		51,250
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(2,857	)		—			(2,938	)		2,938			(2,857	)
Change in fair value of interest rate swaps net of taxes		1,161			1,161			—			(1,161	)		1,161
Total other comprehensive income (loss), net of tax		(1,696	)		1,161			(2,938	)		1,777			(1,696	)
Comprehensive income (loss)	$	49,554		$	26,565		$	30,695		$	(57,260	)	$	49,554

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
Merger expenses		—												—
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			—			—			(144,429	)		—
Net income (loss)		96,988			31,105			113,324			(144,429	)		96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			—			21,666			(21,666	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			2,469			21,666			(24,135	)		25,084
Comprehensive income (loss)	$	122,072		$	33,574		$	134,990		$	(168,564	)	$	122,072

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,652,668		$	773,719		$	(76,457	)	$	2,349,930
Costs and expenses:
Cost of sales		—			1,000,989			343,103			(76,457	)		1,267,635
Advertising, promotion and catalog		—			116,450			26,256			—			142,706
Selling, general and administrative		78,838			338,137			258,413			—			675,388
Merger expenses		—			35,144									35,144
		78,838			1,490,720			627,772			(76,457	)		2,120,873
Income (loss) from operations		(78,838	)		161,948			145,947			—			229,057
Other income (expense):
Intercompany interest		122,628			(113,033	)		(9,595	)		—			—
Interest		(113,033	)		—			284			—			(112,749	)
Miscellaneous, net		1,182			6,640			(3,538	)		—			4,284
		10,777			(106,393	)		(12,849	)		—			(108,465	)
Income (loss) before income taxes		(68,061	)		55,555			133,098			—			120,592
Provision (benefit) for income taxes		(22,136	)		19,444			37,267			—			34,575
Equity in income of subsidiaries		131,942			—			—			(131,942	)		—
Net income (loss)		86,017			36,111			95,831			(131,942	)		86,017
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(45,221	)		—			(35,403	)		35,403			(45,221	)
Change in fair value of interest rate swaps net of taxes		3,422			3,422			—			(3,422	)		3,422
Total other comprehensive income (loss), net of tax		(41,799	)		3,422			(35,403	)		31,981			(41,799	)
Comprehensive income (loss)	$	44,218		$	39,533		$	60,428		$	(99,961	)	$	44,218

Schedule of condensed consolidating statement of cash flows

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(36,434	)	$	58,813		$	26,137		$	(21,499	)	$	27,017
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,979	)		(25,615	)		(28,842	)		—			(72,436	)
Investment in subsidiary		(6,500	)		—			—			6,500			—
Cash used in investing activities		(24,479	)		(25,615	)		(28,842	)		6,500			(72,436	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(298	)		—			(298	)
Dividends paid		(60,063	)		—			(16,843	)		16,843			(60,063	)
Capital contribution		—			—			6,500			(6,500	)		—
Intercompany accounts		63,355			(68,555	)		5,200			—			—
Cash (used in) provided by financing activities		3,292			(68,555	)		(5,441	)		10,343			(60,361	)
Effect of exchange rate changes on cash		—			—			1,636			—			1,636
Net decrease in cash and cash equivalents		(57,621	)		(35,357	)		(6,510	)		(4,656	)		(104,144	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	23,735		$	—		$	75,338		$	(4,656	)	$	94,417

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash provided by operating activities	$	13,906		$	231,056		$	72,905		$	(104,832	)	$	213,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(36,172	)		(37,062	)		(23,620	)		—			(96,854	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(77,936	)		—			(4,536	)		—			(82,472	)
Cash used in investing activities		(106,560	)		(37,062	)		(28,156	)		—			(171,778	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(442	)		—			(442	)
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(80,000	)		—			—			—			(80,000	)
Payments for financing fees		(7,387	)		—			—			—			(7,387	)
Dividends paid		(216,926	)		(52,416	)		(52,416	)		104,832			(216,926	)
Intercompany		154,536			(154,536	)		—			—			—
Cash (used in) provided by financing activities		(69,777	)		(206,952	)		(52,858	)		104,832			(224,755	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(4,254	)		—			(4,254	)
Net decrease in cash and cash equivalents		(162,431	)		(12,958	)		(12,363	)		—			(187,752	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	21,230		$	1,631		$	104,523		$	—		$	127,384

Schedule of condensed financial statements

	Parent Company						Guarantor Subsidiaries						Non-Guarantor Subsidiaries						Eliminations
	As Reported			As Revised			As Reported			As Revised			As Reported			As Revised			As Reported			As Revised
Consolidating Balance sheets as of September 30, 2013
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	$	—		$	1,092.2		$	—		$	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	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended June 30, 2013
Selling, general and administrative	$	22.3		$	22.3		$	114.2		$	114.2		$	87.9		$	87.9		$	—		$	—
Income (loss) from operations	$	(22.3	)	$	(22.3	)	$	70.2		$	70.2		$	52.6		$	52.6		$	—		$	—
Intercompany interest	$	4.7		$	38.8		$	—		$	(34.1	)	$	(4.7	)	$	(4.7	)	$	—		$	—
Miscellaneous, net	$	—		$	2.0		$	5.1		$	3.0		$	(1.3	)	$	(1.3	)	$	—		$	—
Total other income (expense)	$	(34.1	)	$	6.7		$	5.1		$	(31.1	)	$	(5.9	)	$	(5.9	)	$	—		$	—
Income (loss) before income taxes	$	(51.8	)	$	(15.6	)	$	75.3		$	39.1		$	46.7		$	46.7		$	—		$	—
Provision (benefit) for income taxes	$	(20.5	)	$	(7.8	)	$	26.3		$	13.7		$	13.1		$	13.1		$	—		$	—
Equity in income of subsidiaries	$	82.6		$	59.0		$	—		$	—		$	—		$	—		$	(82.6	)	$	(59.0	)
Net income (loss)	$	51.3		$	51.3		$	48.9		$	25.4		$	33.6		$	33.6		$	(82.6	)	$	(59.0	)
Foreign currency translation adjustment, net of taxes	$	—		$	(2.9	)	$	—		$	—		$	(2.9	)	$	(2.9	)	$	2.9		$	2.9
Change in fair value of interest rate swaps, net of taxes	$	(3.7	)	$	1.2		$	—		$	1.2		$	—		$	—		$	—		$	(1.2	)
Comprehensive income (loss)	$	49.6		$	49.6		$	48.9		$	26.6		$	30.7		$	30.7		$	(79.6	)	$	(57.3	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended June 30, 2013
Selling, general and administrative	$	78.8		$	78.8		$	338.1		$	338.1		$	258.4		$	258.4		$	—		$	—
Income (loss) from operations	$	(78.8	)	$	(78.8	)	$	162.0		$	161.9		$	145.9		$	145.9		$	—		$	—
Intercompany interest	$	9.6		$	122.6		$	—		$	(113.0	)	$	(9.6	)	$	(9.6	)	$	—		$	—
Miscellaneous, net	$	(0.2	)	$	1.2		$	8.0		$	6.6		$	(3.5	)	$	(3.5	)	$	—		$	—
Total other income (expense)	$	(103.6	)	$	10.8		$	8.0		$	(106.4	)	$	(12.8	)	$	(12.8	)	$	—		$	—
Income (loss) before income taxes	$	(182.5	)	$	(68.1	)	$	170.0		$	55.6		$	133.1		$	133.1		$	—		$	—
Provision (benefit) for income taxes	$	(62.1	)	$	(22.1	)	$	59.5		$	19.4		$	37.3		$	37.3		$	—		$	—
Equity in income of subsidiaries	$	206.4		$	131.9		$	—		$	—		$	—		$	—		$	(206.4	)	$	(131.9	)
Net income (loss)	$	86.0		$	86.0		$	110.5		$	36.1		$	95.8		$	95.8		$	(206.4	)	$	(131.9	)
Foreign currency translation adjustment, net of taxes	$	(58.0	)	$	(45.2	)	$	—		$	—		$	(35.4	)	$	(35.4	)	$	35.4		$	35.4
Change in fair value of interest rate swaps, net of taxes	$	16.2		$	3.4		$	—		$	3.4		$	—		$	—		$	—		$	(3.4	)
Comprehensive income (loss)	$	44.2		$	44.2		$	110.5		$	39.5		$	60.4		$	60.4		$	(171.0	)	$	(100.0	)
Consolidating Statements of cash flows for the nine months ended June 30, 2013
Cash provided by (used in) operating activities	$	168.4		$	13.9		$	29.1		$	231.1		$	15.5		$	72.9		$	—		$	(104.8	)
Cash paid for acquisitions, net of cash acquired	$	(77.9	)	$	(77.9	)	$	(4.5	)	$	—		$	—		$	(4.5	)	$	—		$	—
Cash used in investing activities	$	(106.6	)	$	(106.6	)	$	(41.6	)	$	(37.1	)	$	(23.6	)	$	(28.2	)	$	—		$	—
Dividends paid	$	(216.9	)	$	(216.9	)	$	—		$	(52.4	)	$	—		$	(52.4	)	$	—		$	104.8
Cash used in financing activities	$	(224.3	)	$	(69.8	)	$	(0.4	)	$	(207.0	)	$	—		$	(52.9	)	$	—		$	104.8

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Facility Restructuring Charge

9 Months Ended

Jun. 30, 2014

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 involved the sale or closure of seven of NBTY's manufacturing/packaging and distribution facilities.

        The restructuring plan commenced in the second quarter of fiscal 2013 and was completed in fiscal 2014. The restructuring resulted in cumulative charges of $32,695 before tax over that period, of which non-cash charges consisted 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		(8,780	)		(1,588	)		(10,368	)
Other		—			(509	)		(509	)
Restructuring accrual—June 30, 2014	$	3,656		$	552		$	4,208

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Basis of Presentation (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Sep. 30, 2013
Accounts receivable reserves
Total accounts receivable reserves	$ 110,122	$ 98,848
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	12,730	13,549
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	93,446	82,827
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	$ 3,946	$ 2,472

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Fair Value of Financial Instruments (Details) (Recurring, USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Sep. 30, 2013
Level 2 | Interest rate swaps
Fair value measurements
Derivative liabilities (included in accrued expenses and other current liabilities)	$ (2,306)	$ (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)	(4,797)	(3,855)
Derivative liabilities (included in other liabilities)	$ (31,125)	$ (18,399)

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Condensed Consolidating Financial Statements of Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 94,417		$ 198,561	$ 127,384		$ 315,136
Accounts receivable, net	184,532		171,670
Inventories	872,766		739,952
Deferred income taxes	24,373		23,637
Other current assets	78,846		78,579
Total current assets	1,254,934		1,212,399
Property, plant and equipment, net	590,365		571,529
Goodwill	1,274,447		1,260,802
Other intangible assets, net	1,941,512		1,960,351
Other assets	64,521		68,235
Total assets	5,125,779		5,073,316
Current liabilities:
Current portion long-term debt	295		376
Accounts payable	256,615		259,060
Accrued expenses and other current liabilities	198,897		219,766
Total current liabilities	455,807		479,202
Long-term debt, net of current portion	2,158,203		2,158,405
Deferred income taxes	747,900		751,419
Other liabilities	73,647		59,451
Total liabilities	3,435,557		3,448,477
Commitments and contingencies
Stockholder's equity:
Common stock
Capital in excess of par	1,560,298		1,556,926
Retained earnings	118,422		81,497
Accumulated other comprehensive income (loss)	11,502	(324)	(13,584)	(60,393)	(58,697)	(18,594)
Total stockholder's equity	1,690,222		1,624,839
Total liabilities and stockholder's equity	5,125,779		5,073,316
Reportable Legal Entities | Parent Company
Current assets:
Cash and cash equivalents	23,735		81,356	21,230		183,661
Intercompany	16,957		34,549
Other current assets	19,703		19,033
Total current assets	60,395		134,938
Property, plant and equipment, net	90,823		88,612
Other assets	46,348		61,218
Intercompany loan receivable	2,503,720		2,480,760
Investments in subsidiaries	2,339,036		2,180,814
Total assets	5,040,322		4,946,342
Current liabilities:
Accrued expenses and other current liabilities	21,755		38,407
Total current liabilities	21,755		38,407
Intercompany loan payable	1,130,845		1,091,982
Long-term debt, net of current portion	2,157,500		2,157,500
Deferred income taxes	8,875		14,151
Other liabilities	31,125		19,463
Total liabilities	3,350,100		3,321,503
Stockholder's equity:
Capital in excess of par	1,560,298		1,556,926
Retained earnings	118,422		81,497
Accumulated other comprehensive income (loss)	11,502		(13,584)
Total stockholder's equity	1,690,222		1,624,839
Total liabilities and stockholder's equity	5,040,322		4,946,342
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents			35,357	1,631		14,589
Accounts receivable, net	134,636		127,894
Inventories	665,922		561,276
Deferred income taxes	23,705		23,004
Other current assets	23,270		24,104
Total current assets	847,533		771,635
Property, plant and equipment, net	305,318		308,852
Goodwill	813,688		813,688
Other intangible assets, net	1,570,022		1,601,963
Other assets	18,083		6,938
Intercompany loan receivable	1,130,845		1,062,900
Total assets	4,685,489		4,565,976
Current liabilities:
Accounts payable	185,181		195,712
Intercompany	101,106		34,549
Accrued expenses and other current liabilities	136,728		109,865
Total current liabilities	423,015		340,126
Intercompany loan payable	2,157,500		2,157,500
Deferred income taxes	639,285		637,726
Other liabilities	16,140		14,650
Total liabilities	3,235,940		3,150,002
Stockholder's equity:
Capital in excess of par	1,211,581		1,211,581
Retained earnings	239,400		208,295
Accumulated other comprehensive income (loss)	(1,432)		(3,902)
Total stockholder's equity	1,449,549		1,415,974
Total liabilities and stockholder's equity	4,685,489		4,565,976
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	75,338		81,848	104,523		116,886
Accounts receivable, net	49,896		43,776
Intercompany	84,149
Inventories	206,844		178,676
Deferred income taxes	668		633
Other current assets	35,873		35,442
Total current assets	452,768		340,375
Property, plant and equipment, net	194,224		174,065
Goodwill	460,759		447,114
Other intangible assets, net	371,490		358,388
Other assets	90		79
Intercompany loan receivable			29,082
Total assets	1,479,331		1,349,103
Current liabilities:
Current portion long-term debt	295		376
Accounts payable	76,090		63,348
Accrued expenses and other current liabilities	40,414		71,494
Total current liabilities	116,799		135,218
Intercompany loan payable	346,220		323,260
Long-term debt, net of current portion	703		905
Deferred income taxes	99,740		99,542
Other liabilities	26,382		25,338
Total liabilities	589,844		584,263
Stockholder's equity:
Capital in excess of par	739,911		733,411
Retained earnings	126,679		30,198
Accumulated other comprehensive income (loss)	22,897		1,231
Total stockholder's equity	889,487		764,840
Total liabilities and stockholder's equity	1,479,331		1,349,103
Eliminations
Current assets:
Cash and cash equivalents	(4,656)
Intercompany	(101,106)		(34,549)
Total current assets	(105,762)		(34,549)
Intercompany loan receivable	(3,634,565)		(3,572,742)
Investments in subsidiaries	(2,339,036)		(2,180,814)
Total assets	(6,079,363)		(5,788,105)
Current liabilities:
Accounts payable	(4,656)
Intercompany	(101,106)		(34,549)
Total current liabilities	(105,762)		(34,549)
Intercompany loan payable	(3,634,565)		(3,572,742)
Total liabilities	(3,740,327)		(3,607,291)
Stockholder's equity:
Capital in excess of par	(1,951,492)		(1,944,992)
Retained earnings	(366,079)		(238,493)
Accumulated other comprehensive income (loss)	(21,465)		2,671
Total stockholder's equity	(2,339,036)		(2,180,814)
Total liabilities and stockholder's equity	$ (6,079,363)		$ (5,788,105)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 94,417		$ 198,561	$ 127,384		$ 315,136
Accounts receivable, net	184,532		171,670
Inventories	872,766		739,952
Deferred income taxes	24,373		23,637
Other current assets	78,846		78,579
Total current assets	1,254,934		1,212,399
Property, plant and equipment, net	590,365		571,529
Goodwill	1,274,447		1,260,802
Intangible assets, net	1,941,512		1,960,351
Other assets	64,521		68,235
Total assets	5,125,779		5,073,316
Current liabilities:
Current portion long-term debt	295		376
Accounts payable	256,615		259,060
Accrued expenses and other current liabilities	198,897		219,766
Total current liabilities	455,807		479,202
Long-term debt, net of current portion	2,158,203		2,158,405
Deferred income taxes	747,900		751,419
Other liabilities	73,647		59,451
Total liabilities	3,435,557		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	1,560,298		1,556,926
Retained earnings	118,422		81,497
Accumulated other comprehensive income (loss)	11,502	(324)	(13,584)	(60,393)	(58,697)	(18,594)
Total stockholder's equity	1,690,222		1,624,839
Total liabilities and stockholder's equity	$ 5,125,779		$ 5,073,316

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

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income	$ 96,988	$ 86,017
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets	5,974	4,532
Depreciation of property, plant and equipment	44,076	49,821
Amortization of intangible assets	34,633	34,123
Foreign currency transaction loss (gain)	632	(1,289)
Amortization and write-off of deferred financing fees	14,200	16,735
Stock-based compensation	3,373	1,885
Allowance for doubtful accounts	579	25
Inventory reserves	3,681	868
Deferred income taxes	(4,184)	(9,543)
Call premium on term loan		(15,075)
Changes in operating assets and liabilities:
Accounts receivable	(13,107)	(23,456)
Inventories	(130,953)	16,609
Other assets	(1,033)	14,120
Accounts payable	(3,798)	27,818
Accrued expenses and other liabilities	(24,044)	9,845
Net cash provided by operating activities	27,017	213,035
Cash flows from investing activities:
Purchase of property, plant and equipment	(72,436)	(96,854)
Proceeds from sale of building		7,548
Cash paid for acquisitions, net of cash acquired		(82,472)
Net cash used in investing activities	(72,436)	(171,778)
Cash flows from financing activities:
Principal payments under long-term agreements	(298)	(442)
Proceeds from borrowings under the revolver		80,000
Paydowns of borrowings under the revolver		(80,000)
Payments for financing fees		(7,387)
Dividends paid	(60,063)	(216,926)
Net cash used in financing activities	(60,361)	(224,755)
Effect of exchange rate changes on cash and cash equivalents	1,636	(4,254)
Net decrease in cash and cash equivalents	(104,144)	(187,752)
Cash and cash equivalents at beginning of period	198,561	315,136
Cash and cash equivalents at end of period	94,417	127,384
Non-cash investing and financing information:
Property, plant and equipment additions included in accounts payable	$ 6,804	$ 10,438

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Sep. 30, 2013
Inventories
Raw materials	$ 211,933	$ 195,713
Work-in-process	22,184	25,068
Finished goods	638,649	519,171
Total inventories	$ 872,766	$ 739,952

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Basis of Presentation (Tables)

9 Months Ended

Jun. 30, 2014

Basis of Presentation

Schedule of accounts receivable reserves

	June 30, 2014		September 30, 2013
Allowance for sales returns	$	12,730	$	13,549
Promotional program incentive allowances		93,446		82,827
Allowance for doubtful accounts		3,946		2,472
	$	110,122	$	98,848

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2014	Jun. 30, 2014 Wholesale	Jun. 30, 2014 European Retail	Jun. 30, 2014 Direct Response / E-Commerce	Sep. 30, 2013 Direct Response / E-Commerce	Jun. 30, 2014 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
Purchase price adjustments	517		517
Foreign currency translation	13,128	(1,188)	14,316
Balance at the end of the period	$ 1,274,447	$ 644,032	$ 339,686	$ 264,985	$ 264,985	$ 25,744	$ 25,744

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Inventories (Tables)

9 Months Ended

Jun. 30, 2014

Inventories

Schedule of components of inventories

	June 30, 2014		September 30, 2013
Raw materials	$	211,933	$	195,713
Work-in-process		22,184		25,068
Finished goods		638,649		519,171
Total	$	872,766	$	739,952

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Basis of Presentation

9 Months Ended

Jun. 30, 2014

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

        NBTY, Inc. ("NBTY"), together with its subsidiaries, (the "Company," "we," or "us"), is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. 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 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:

	June 30, 2014		September 30, 2013
Allowance for sales returns	$	12,730	$	13,549
Promotional program incentive allowances		93,446		82,827
Allowance for doubtful accounts		3,946		2,472
	$	110,122	$	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 thereto) 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)" and the Consolidated Statements of Operations and 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. 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 April 2014, the FASB issued revised guidance to reduce diversity in practice for reporting discontinued operations. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity's operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The revised guidance is effective for all disposals (or classifications as held for sale) of components for us beginning October 1, 2015, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance is effective for us beginning October 1, 2017 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In June 2014, the FASB issued guidance to clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

Revision

        A revision was made to the prior year's Statements of Operations and Comprehensive Income to correct the prior year presentation, whereby changes in the fair value of the cross-currency swaps were reclassified from changes in the fair value of interest rate swaps to foreign currency translation adjustments. In addition, see Note 14 for a revision that was made to the Condensed Consolidating Financials Statements of Guarantors.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	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

9 Months Ended

Jun. 30, 2014

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, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2014			2013			2014			2013
Customer A		18	%		22	%		11	%		13	%
Customer B		13	%		12	%		7	%		7	%
Customer C		8	%		10	%		4	%		6	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2014			2013			2014			2013
Customer A		19	%		22	%		11	%		13	%
Customer B		12	%		11	%		7	%		7	%
Customer C		8	%		10	%		5	%		6	%

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

	June 30, 2014			September 30, 2013
Customer A		16	%		12	%
Customer B		13	%		11	%

        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	9 Months Ended
	Jun. 30, 2014	Jul. 31, 2014
Document and Entity Information
Entity Registrant Name	NBTY INC
Entity Central Index Key	0000070793
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
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	Q3

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Related Party Transactions

9 Months Ended

Jun. 30, 2014

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 and nine months ended June 30, 2014 and 2013, these fees totaled $750 and $2,250, respectively, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $24 and $0 for the three months ended June 30, 2014 and 2013, respectively, and $392 and $311 for the nine months ended June 30, 2014 and 2013, respectively.

Holdings

        Holdings does not have any significant 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		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Consolidated Statements of Income and Comprehensive Income
Net sales	$ 806,961	$ 802,829	$ 2,413,092	$ 2,349,930
Costs and expenses:
Cost of sales	431,204	424,870	1,304,003	1,267,635
Advertising, promotion and catalog	60,931	48,150	158,236	142,706
Selling, general and administrative	235,538	224,422	707,115	675,388
Facility restructuring charge		4,944		35,144
Total costs and expenses	727,673	702,386	2,169,354	2,120,873
Income from operations	79,288	100,443	243,738	229,057
Other income (expense):
Interest	(33,794)	(34,064)	(101,698)	(112,749)
Miscellaneous, net	2,534	3,824	1,809	4,284
Total other income (expense)	(31,260)	(30,240)	(99,889)	(108,465)
Income from operations before income taxes	48,028	70,203	143,849	120,592
Provision for income taxes	14,761	18,953	46,861	34,575
Net income	33,267	51,250	96,988	86,017
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes of $(813), $(253), $2,718 and $(7,088)	11,127	(2,857)	22,615	(45,221)
Change in fair value of interest rate swaps, net of taxes of $(436), $(730), $(1,559) and $(2,151)	699	1,161	2,469	3,422
Total other comprehensive income (loss), net of tax	11,826	(1,696)	25,084	(41,799)
Comprehensive income	$ 45,093	$ 49,554	$ 122,072	$ 44,218

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Long-Term Debt

9 Months Ended

Jun. 30, 2014

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

        The components of long-term debt are as follows:

	June 30, 2014			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		998			1,281
		2,158,498			2,158,781
Less: current portion		(295	)		(376	)
Total	$	2,158,203		$	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.

        On October 11, 2012, NBTY amended its credit agreement to allow Holdings to issue and sell the 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 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.

        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 and the revolving credit facility 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. The applicable margin for the revolving credit facility remained at 3.25% per annum for Eurodollar (LIBOR) loans and 2.25% per annum for base rate loans, with a step-down of 25 basis points upon the achievement of a total senior secured leverage ratio as set forth in the senior secured credit facilities. 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.

        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 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 June 30, 2014. 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 ("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, including a consent fee of $17,345 and a $721,678 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.

        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, November 1, 2013 and May 1, 2014 and was funded by a dividend of $22,970, $21,313 and $38,750, 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 or 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 June 30, 2014.

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Goodwill and Intangible Assets

9 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

        The change in the carrying amount of goodwill by segment is as follows:

	Wholesale			European Retail		Direct Response / E-Commerce		North American Retail		Consolidated
Balance at September 30, 2013	$	645,220		$	324,853	$	264,985	$	25,744	$	1,260,802
Purchase price adjustments		—			517		—		—		517
Foreign currency translation		(1,188	)		14,316		—		—		13,128
Balance at June 30, 2014	$	644,032		$	339,686	$	264,985	$	25,744	$	1,274,447

        The carrying amounts of acquired other intangible assets, which are subject to the impact of changes in foreign currency, for the periods indicated are as follows:

	June 30, 2014				September 30, 2013
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	914,567	$	146,216	$	913,971	$	116,330	17 - 25
Tradenames and other		178,023		21,544		177,903		16,677	20 - 30
		1,092,590		167,760		1,091,874		133,007
Indefinite lived intangible assets:
Tradenames		1,016,682		—		1,001,484		—
Total intangible assets	$	2,109,272	$	167,760	$	2,093,358	$	133,007

        Aggregate amortization expense of other definite lived intangible assets included in the consolidated statements of operations in selling, general and administrative expenses for the three months ended June 30, 2014 and 2013 was $11,495 and $11,449, respectively. Amortization expense for the nine months ended June 30, 2014 and 2013 was $34,633 and $34,123, 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)

9 Months Ended

Jun. 30, 2014

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		(8,780	)		(1,588	)		(10,368	)
Other		—			(509	)		(509	)
Restructuring accrual—June 30, 2014	$	3,656		$	552		$	4,208

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Segment Information

9 Months Ended

Jun. 30, 2014

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 746 Holland & Barrett stores (including franchised stores in the following countries: 28 in China, 27 in Singapore, nine in each of United Arab Emirates and Cyprus, four in Malta and one in each of Gibraltar and Iceland), 138 De Tuinen stores (including seven franchised locations) in the Netherlands, 54 GNC (UK) stores in the U.K., 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 419 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 June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Three Months Ended June 30, 2013:
Net sales	$	489,228	$	191,692	$	63,670	$	58,239	$	802,829	$	—		$	802,829
Income (loss) from operations		65,995		45,478		9,001		7,247		127,721		(27,278	)		100,443
Depreciation and amortization		9,171		3,544		2,506		609		15,830		15,444			31,274
Capital expenditures		177		7,494		2,280		1,475		11,426		19,736			31,162
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436
Nine Months Ended June 30, 2013:
Net sales	$	1,429,103	$	557,779	$	186,252	$	176,796	$	2,349,930	$	—		$	2,349,930
Income (loss) from operations		162,886		127,979		32,325		19,995		343,185		(114,128	)		229,057
Depreciation and amortization		27,319		10,405		7,515		1,851		47,090		36,854			83,944
Capital expenditures		407		21,412		3,048		2,900		27,767		69,087			96,854

        Total assets by segment are as follows:

	June 30, 2014		September 30, 2013
Reportable Business Segments:
Wholesale	$	2,647,424	$	2,553,857
European Retail		992,482		924,979
Direct Response / E-Commerce		690,254		692,685
North American Retail		128,983		119,395
Total Reportable Business Segments:		4,459,143		4,290,916
Corporate / Manufacturing		666,636		782,400
Consolidated assets	$	5,125,779	$	5,073,316

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Income Taxes

9 Months Ended

Jun. 30, 2014

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 June 30, 2014 and 2013 was 30.7% and 27.0%, respectively. The effective income tax rate for the nine months ended June 30, 2014 and 2013 was 32.6% and 28.7%, respectively. Our effective tax rate for the three and nine month periods is different than the Federal statutory rate generally due to the timing and mixture (foreign and domestic) of income, revisions to annual estimates of net income, the partial reinvestment of foreign earnings in fiscal 2014 and 2013, as well as the facility restructuring charge which had a favorable impact on the prior year.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. This methodology is consistent with previous periods. At June 30, 2014, we had $1,904 and $662 accrued for the potential payment of interest and penalties, respectively. As of June 30, 2014, 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 2007-2012. 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 June 30, 2014, 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. The Company expects to finalize its IRS examination for the tax years 2007-2010 during the next 12 months and the results of this examination could have an impact on this liability. 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

9 Months Ended

Jun. 30, 2014

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 for 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 which 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 June 30, 2014:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(2,306	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,797	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(31,125	)

        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 7.6% to 7.7% (7.7% weighted average) as of June 30, 2014 and 9.5% to 10.3% (9.8% weighted average) as of September 30, 2013.

        The following table shows the Level 3 activity related to our cross currency swaps for the three and nine months ended June 30, 2014 and 2013:

	Three Months Ended						Nine Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Beginning balance:	$	(29,221	)	$	(6,127	)	$	(22,254	)	$	(24,862	)
Unrealized (loss) gain on cross currency swaps		(6,701	)		3,492			(13,668	)		22,227
Ending balance:	$	(35,922	)	$	(2,635	)	$	(35,922	)	$	(2,635	)

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 June 30, 2014 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 gains for the three months ended June 30, 2014 and 2013 was $1,463and $2,065, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness gains for the nine months ended June 30, 2014 and 2013 was $2,415 and $1,345, respectively.

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

	Three Months Ended June 30,
	2014						2013
	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	$	(460	)	$	(1,159	)	$	(695	)	$	(1,855	)
Net Investment Hedges:
Cross currency swaps		(5,591	)		—			877			—
Total	$	(6,051	)	$	(1,159	)	$	182		$	(1,855	)

	Nine Months Ended June 30,
	2014						2013
	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	$	(1,705	)	$	(4,173	)	$	(2,607	)	$	(6,029	)
Net Investment Hedges:
Cross currency swaps		(10,835	)		—			12,822			—
Total	$	(12,540	)	$	(4,173	)	$	10,215		$	(6,029	)

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 $688,000 as of June 30, 2014.

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Litigation Summary

9 Months Ended

Jun. 30, 2014

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, and those appeals are pending.

        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 was 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.

Telephone Consumer Protection Act Claim

        NBTY, and certain of its subsidiaries, are defendants in a class-action lawsuit, captioned John H. Lary Jr. v. Rexall Sundown, Inc.; Rexall Sundown 3001, LLC; Rexall, Inc.; NBTY, Inc.; Corporate Mailings, Inc. d/b/a CCG Marketing Solutions ("CCG") and John Does 1-10 (originally filed October 22, 2013), brought in the United States District Court, Eastern District of New York. The plaintiff alleges that the defendants faxed advertisements to plaintiff and others without invitation or permission, in violation of the Telephone Consumer Protection Act ("TCPA"). On May 2, 2014, NBTY and its named subsidiary defendants cross-claimed against CCG, who was a third party vendor engaged by NBTY, and CCG cross-claimed against NBTY and named subsidiary defendants on June 13, 2014. CCG brought a third party complaint against an unrelated entity, Healthcare Data Experts, LLC, on June 27, 2014. On July 21, 2014, CCG filed a motion to dismiss the amended complaint and that motion is pending. At this time, no determination can be made as to the ultimate outcome of the litigation or the amount of liability on the part of NBTY, however we do not believe the ultimate outcome will have a material adverse effect on each of our consolidated financial statements.

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 each of our consolidated financial statements, if adversely determined against us.

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Jun. 30, 2014

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 June 30, 2014(1)
	Foreign currency translation adjustments		Gains and losses on cash flow hedges			Total
Balance at March 31, 2014	$	1,809	$	(2,133	)	$	(324	)
Other comprehensive income (loss) before reclassifications		11,127		(460	)		10,667
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—		1,159			1,159
Balance at June 30, 2014	$	12,936	$	(1,434	)	$	11,502

	Nine Months Ended June 30, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,679	)	$	(3,903	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		22,615			(1,705	)		20,910
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			4,174			4,174
Balance at June 30, 2014	$	12,936		$	(1,434	)	$	11,502

	Three Months Ended June 30, 2013(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at March 31, 2013	$	(52,652	)	$	(6,045	)	$	(58,697	)
Other comprehensive income (loss) before reclassifications		(2,857	)		(695	)		(3,552	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,855			1,855
Balance at June 30, 2013	$	(55,509	)	$	(4,885	)	$	(60,394	)

	Nine Months Ended June 30, 2013(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 (loss) before reclassifications		(45,221	)		(2,607	)		(47,828	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			6,029			6,029
Balance at June 30, 2013	$	(55,509	)	$	(4,884	)	$	(60,393	)

(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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Acquisitions (Details) In Thousands, unless otherwise specified			0 Months Ended
	Jun. 30, 2014 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
Goodwill	1,274,447	1,260,802	35,500
Intangibles assets				26,000	29,000
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						$ 4,200

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Sep. 30, 2013
Total assets by segment
Consolidated assets	$ 5,125,779	$ 5,073,316
Reportable Business Segments
Total assets by segment
Consolidated assets	4,459,143	4,290,916
Corporate / Manufacturing
Total assets by segment
Consolidated assets	666,636	782,400
Wholesale | Reportable Business Segments
Total assets by segment
Consolidated assets	2,647,424	2,553,857
European Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	992,482	924,979
Direct Response / E-Commerce | Reportable Business Segments
Total assets by segment
Consolidated assets	690,254	692,685
North American Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	$ 128,983	$ 119,395

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Basis of Presentation (Policies)

9 Months Ended

Jun. 30, 2014

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:

	June 30, 2014		September 30, 2013
Allowance for sales returns	$	12,730	$	13,549
Promotional program incentive allowances		93,446		82,827
Allowance for doubtful accounts		3,946		2,472
	$	110,122	$	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 thereto) 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)" and the Consolidated Statements of Operations and 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. 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 April 2014, the FASB issued revised guidance to reduce diversity in practice for reporting discontinued operations. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity's operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The revised guidance is effective for all disposals (or classifications as held for sale) of components for us beginning October 1, 2015, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

        In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance is effective for us beginning October 1, 2017 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In June 2014, the FASB issued guidance to clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

Revision

Revision

        A revision was made to the prior year's Statements of Operations and Comprehensive Income to correct the prior year presentation, whereby changes in the fair value of the cross-currency swaps were reclassified from changes in the fair value of interest rate swaps to foreign currency translation adjustments. In addition, see Note 14 for a revision that was made to the Condensed Consolidating Financials Statements of Guarantors.

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Long-Term Debt (Tables)

9 Months Ended

Jun. 30, 2014

Long-Term Debt

Schedule of components of long-term debt

	June 30, 2014			September 30, 2013
Senior Credit Facilities:
Term loan B-2	$	1,507,500		$	1,507,500
Notes		650,000			650,000
Other		998			1,281
		2,158,498			2,158,781
Less: current portion		(295	)		(376	)
Total	$	2,158,203		$	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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Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified				3 Months Ended		9 Months Ended
	Jun. 30, 2014	Sep. 30, 2013	Jun. 30, 2014 Holdings Holdco Notes	Jun. 30, 2014 Carlyle	Jun. 30, 2013 Carlyle	Jun. 30, 2014 Carlyle	Jun. 30, 2013 Carlyle
Related party transactions
Expected annual consulting fee						$ 3,000
Expenses incurred from transactions with related party				750	750	2,250	2,250
Out of pocket expenditures paid to related party				24	0	392	311
Debt issued	$ 2,158,498	$ 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		9 Months Ended			12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 Minimum	Sep. 30, 2013 Minimum	Jun. 30, 2014 Maximum	Sep. 30, 2013 Maximum	Jun. 30, 2014 Weighted average	Sep. 30, 2013 Weighted average
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities					7.60%	9.50%	7.70%	10.30%	7.70%	9.80%
Level 3 activity
Beginning balance:	$ (29,221)	$ (6,127)	$ (22,254)	$ (24,862)
Unrealized (loss) gain on cross currency swaps	(6,701)	3,492	(13,668)	22,227
Ending balance:	$ (35,922)	$ (2,635)	$ (35,922)	$ (2,635)

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Consolidated Statements of Income and Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Consolidated Statements of Income and Comprehensive Income
Foreign currency translation adjustment, tax	$ (813)	$ (253)	$ 2,718	$ (7,088)
Change in fair value of interest rate swaps, tax	$ (436)	$ (730)	$ (1,559)	$ (2,151)

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Inventories

9 Months Ended

Jun. 30, 2014

Inventories

Inventories

4. Inventories

        The components of inventories are as follows:

	June 30, 2014		September 30, 2013
Raw materials	$	211,933	$	195,713
Work-in-process		22,184		25,068
Finished goods		638,649		519,171
Total	$	872,766	$	739,952

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Jun. 30, 2014

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 June 30, 2014:

	Level 1		Level 2			Level 3
Current:
Interest rate swaps (included in accrued expenses and other current liabilities)	$	—	$	(2,306	)	$	—
Cross currency swaps (included in accrued expenses and other current liabilities)	$	—	$	—		$	(4,797	)
Non-current:
Cross currency swaps (included in other liabilities)	$	—	$	—		$	(31,125	)

        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						Nine Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Beginning balance:	$	(29,221	)	$	(6,127	)	$	(22,254	)	$	(24,862	)
Unrealized (loss) gain on cross currency swaps		(6,701	)		3,492			(13,668	)		22,227
Ending balance:	$	(35,922	)	$	(2,635	)	$	(35,922	)	$	(2,635	)

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

	Three Months Ended June 30,
	2014						2013
	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	$	(460	)	$	(1,159	)	$	(695	)	$	(1,855	)
Net Investment Hedges:
Cross currency swaps		(5,591	)		—			877			—
Total	$	(6,051	)	$	(1,159	)	$	182		$	(1,855	)

	Nine Months Ended June 30,
	2014						2013
	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	$	(1,705	)	$	(4,173	)	$	(2,607	)	$	(6,029	)
Net Investment Hedges:
Cross currency swaps		(10,835	)		—			12,822			—
Total	$	(12,540	)	$	(4,173	)	$	10,215		$	(6,029	)

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Goodwill and Intangible Assets (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Goodwill and Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,495	$ 11,449	$ 34,633	$ 34,123
Estimated amortization expense
2015	46,000		46,000
2016	46,000		46,000
2017	46,000		46,000
2018	46,000		46,000
2019	$ 46,000		$ 46,000

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Condensed Consolidating Financial Statements of Guarantors

9 Months Ended

Jun. 30, 2014

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 June 30, 2014 and September 30, 2013 and for the three and nine months ended June 30, 2014 and 2013 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) NBTY 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, other comprehensive income, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. For cashflow presentation purposes, cash transfers between the Guarantors and Non-guarantors (the "Operating Entities") are presented as operating activities and cash transfers between the Parent and the Operating Entities are presented as financing cashflows, unless the cash transfers relate to a statutorily recorded dividend or a formally documented loan agreement. Cash transfers which are statutorily recorded as dividends are presented as a financing outflow by the remitting entity and an operating inflow for the receiving entity, provided that the dividends remitted do not exceed the cumulative earnings of the remitting entity. Cash transfers related to formally documented loans are treated as financing activities for all entities that are party to the transfer. 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, the consolidating statements of income and comprehensive income for the three and nine months ended June 30, 2013 and cash flows for the nine months ended June 30, 2013. 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 consolidating 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 June 30, 2014

	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	23,735	$	—		$	75,338	$	(4,656	)	$	94,417
Accounts receivable, net		—		134,636			49,896		—			184,532
Intercompany		16,957		—			84,149		(101,106	)		—
Inventories		—		665,922			206,844		—			872,766
Deferred income taxes		—		23,705			668		—			24,373
Other current assets		19,703		23,270			35,873		—			78,846
Total current assets		60,395		847,533			452,768		(105,762	)		1,254,934
Property, plant and equipment, net		90,823		305,318			194,224		—			590,365
Goodwill		—		813,688			460,759		—			1,274,447
Other intangible assets, net		—		1,570,022			371,490		—			1,941,512
Other assets		46,348		18,083			90		—			64,521
Intercompany loan receivable		2,503,720		1,130,845			—		(3,634,565	)		—
Investments in subsidiaries		2,339,036		—			—		(2,339,036	)		—
Total assets	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—	$	—		$	295	$	—		$	295
Accounts payable		—		185,181			76,090		(4,656	)		256,615
Intercompany		—		101,106			—		(101,106	)		—
Accrued expenses and other current liabilities		21,755		136,728			40,414		—			198,897
Total current liabilities		21,755		423,015			116,799		(105,762	)		455,807
Intercompany loan payable		1,130,845		2,157,500			346,220		(3,634,565	)		—
Long-term debt, net of current portion		2,157,500		—			703		—			2,158,203
Deferred income taxes		8,875		639,285			99,740		—			747,900
Other liabilities		31,125		16,140			26,382		—			73,647
Total liabilities		3,350,100		3,235,940			589,844		(3,740,327	)		3,435,557
Commitments and contingencies
Stockholder's Equity:
Common stock		—		—			—		—			—
Capital in excess of par		1,560,298		1,211,581			739,911		(1,951,492	)		1,560,298
Retained earnings		118,422		239,400			126,679		(366,079	)		118,422
Accumulated other comprehensive income (loss)		11,502		(1,432	)		22,897		(21,465	)		11,502
Total stockholder's equity		1,690,222		1,449,549			889,487		(2,339,036	)		1,690,222
Total liabilities and stockholder's equity	$	5,040,322	$	4,685,489		$	1,479,331	$	(6,079,363	)	$	5,125,779

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		—			1,601,963			358,388		—			1,960,351
Other assets		61,218			6,938			79		—			68,235
Intercompany loan receivable		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 loan payable		1,091,982			2,157,500			323,260		(3,572,742	)		—
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

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			—			—			(46,771	)		—
Net income (loss)		33,267			7,383			39,388			(46,771	)		33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			—			13,238			(13,238	)		11,127
Change in fair value of interest rate swaps, net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			699			13,238			(13,937	)		11,826
Comprehensive income (loss)	$	45,093		$	8,082		$	52,626		$	(60,708	)	$	45,093

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	560,753		$	268,735		$	(26,659	)	$	802,829
Costs and expenses:
Cost of sales		—			333,113			118,416			(26,659	)		424,870
Advertising, promotion and catalog		—			38,315			9,835			—			48,150
Selling, general and administrative		22,320			114,205			87,897			—			224,422
Facility restructuring charge		—			4,944			—			—			4,944
		22,320			490,577			216,148			(26,659	)		702,386
Income (loss) from operations		(22,320	)		70,176			52,587			—			100,443
Other income (expense):
Intercompany interest		38,825			(34,142	)		(4,683	)		—			—
Interest		(34,142	)		—			78			—			(34,064	)
Miscellaneous, net		2,045			3,049			(1,270	)		—			3,824
		6,728			(31,093	)		(5,875	)		—			(30,240	)
Income (loss) before income taxes		(15,592	)		39,083			46,712			—			70,203
Provision (benefit) for income taxes		(7,805	)		13,679			13,079			—			18,953
Equity in income of subsidiaries		59,037			—			—			(59,037	)		—
Net income (loss)		51,250			25,404			33,633			(59,037	)		51,250
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(2,857	)		—			(2,938	)		2,938			(2,857	)
Change in fair value of interest rate swaps net of taxes		1,161			1,161			—			(1,161	)		1,161
Total other comprehensive income (loss), net of tax		(1,696	)		1,161			(2,938	)		1,777			(1,696	)
Comprehensive income (loss)	$	49,554		$	26,565		$	30,695		$	(57,260	)	$	49,554

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
Merger expenses		—												—
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			—			—			(144,429	)		—
Net income (loss)		96,988			31,105			113,324			(144,429	)		96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			—			21,666			(21,666	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			2,469			21,666			(24,135	)		25,084
Comprehensive income (loss)	$	122,072		$	33,574		$	134,990		$	(168,564	)	$	122,072

Consolidated Statements of Operations and Comprehensive Income (Loss)
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,652,668		$	773,719		$	(76,457	)	$	2,349,930
Costs and expenses:
Cost of sales		—			1,000,989			343,103			(76,457	)		1,267,635
Advertising, promotion and catalog		—			116,450			26,256			—			142,706
Selling, general and administrative		78,838			338,137			258,413			—			675,388
Merger expenses		—			35,144									35,144
		78,838			1,490,720			627,772			(76,457	)		2,120,873
Income (loss) from operations		(78,838	)		161,948			145,947			—			229,057
Other income (expense):
Intercompany interest		122,628			(113,033	)		(9,595	)		—			—
Interest		(113,033	)		—			284			—			(112,749	)
Miscellaneous, net		1,182			6,640			(3,538	)		—			4,284
		10,777			(106,393	)		(12,849	)		—			(108,465	)
Income (loss) before income taxes		(68,061	)		55,555			133,098			—			120,592
Provision (benefit) for income taxes		(22,136	)		19,444			37,267			—			34,575
Equity in income of subsidiaries		131,942			—			—			(131,942	)		—
Net income (loss)		86,017			36,111			95,831			(131,942	)		86,017
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(45,221	)		—			(35,403	)		35,403			(45,221	)
Change in fair value of interest rate swaps net of taxes		3,422			3,422			—			(3,422	)		3,422
Total other comprehensive income (loss), net of tax		(41,799	)		3,422			(35,403	)		31,981			(41,799	)
Comprehensive income (loss)	$	44,218		$	39,533		$	60,428		$	(99,961	)	$	44,218

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(36,434	)	$	58,813		$	26,137		$	(21,499	)	$	27,017
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,979	)		(25,615	)		(28,842	)		—			(72,436	)
Investment in subsidiary		(6,500	)		—			—			6,500			—
Cash used in investing activities		(24,479	)		(25,615	)		(28,842	)		6,500			(72,436	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(298	)		—			(298	)
Dividends paid		(60,063	)		—			(16,843	)		16,843			(60,063	)
Capital contribution		—			—			6,500			(6,500	)		—
Intercompany accounts		63,355			(68,555	)		5,200			—			—
Cash (used in) provided by financing activities		3,292			(68,555	)		(5,441	)		10,343			(60,361	)
Effect of exchange rate changes on cash		—			—			1,636			—			1,636
Net decrease in cash and cash equivalents		(57,621	)		(35,357	)		(6,510	)		(4,656	)		(104,144	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	23,735		$	—		$	75,338		$	(4,656	)	$	94,417

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2013

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash provided by operating activities	$	13,906		$	231,056		$	72,905		$	(104,832	)	$	213,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(36,172	)		(37,062	)		(23,620	)		—			(96,854	)
Proceeds from sale of building		7,548			—			—			—			7,548
Cash paid for acquisitions, net of cash acquired		(77,936	)		—			(4,536	)		—			(82,472	)
Cash used in investing activities		(106,560	)		(37,062	)		(28,156	)		—			(171,778	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(442	)		—			(442	)
Proceeds from borrowings under the revolver		80,000			—			—			—			80,000
Paydowns of borrowings under the revolver		(80,000	)		—			—			—			(80,000	)
Payments for financing fees		(7,387	)		—			—			—			(7,387	)
Dividends paid		(216,926	)		(52,416	)		(52,416	)		104,832			(216,926	)
Intercompany		154,536			(154,536	)		—			—			—
Cash (used in) provided by financing activities		(69,777	)		(206,952	)		(52,858	)		104,832			(224,755	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(4,254	)		—			(4,254	)
Net decrease in cash and cash equivalents		(162,431	)		(12,958	)		(12,363	)		—			(187,752	)
Cash and cash equivalents at beginning of period		183,661			14,589			116,886			—			315,136
Cash and cash equivalents at end of period	$	21,230		$	1,631		$	104,523		$	—		$	127,384

	Parent Company						Guarantor Subsidiaries						Non-Guarantor Subsidiaries						Eliminations
	As Reported			As Revised			As Reported			As Revised			As Reported			As Revised			As Reported			As Revised
Consolidating Balance sheets as of September 30, 2013
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	$	—		$	1,092.2		$	—		$	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	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended June 30, 2013
Selling, general and administrative	$	22.3		$	22.3		$	114.2		$	114.2		$	87.9		$	87.9		$	—		$	—
Income (loss) from operations	$	(22.3	)	$	(22.3	)	$	70.2		$	70.2		$	52.6		$	52.6		$	—		$	—
Intercompany interest	$	4.7		$	38.8		$	—		$	(34.1	)	$	(4.7	)	$	(4.7	)	$	—		$	—
Miscellaneous, net	$	—		$	2.0		$	5.1		$	3.0		$	(1.3	)	$	(1.3	)	$	—		$	—
Total other income (expense)	$	(34.1	)	$	6.7		$	5.1		$	(31.1	)	$	(5.9	)	$	(5.9	)	$	—		$	—
Income (loss) before income taxes	$	(51.8	)	$	(15.6	)	$	75.3		$	39.1		$	46.7		$	46.7		$	—		$	—
Provision (benefit) for income taxes	$	(20.5	)	$	(7.8	)	$	26.3		$	13.7		$	13.1		$	13.1		$	—		$	—
Equity in income of subsidiaries	$	82.6		$	59.0		$	—		$	—		$	—		$	—		$	(82.6	)	$	(59.0	)
Net income (loss)	$	51.3		$	51.3		$	48.9		$	25.4		$	33.6		$	33.6		$	(82.6	)	$	(59.0	)
Foreign currency translation adjustment, net of taxes	$	—		$	(2.9	)	$	—		$	—		$	(2.9	)	$	(2.9	)	$	2.9		$	2.9
Change in fair value of interest rate swaps, net of taxes	$	(3.7	)	$	1.2		$	—		$	1.2		$	—		$	—		$	—		$	(1.2	)
Comprehensive income (loss)	$	49.6		$	49.6		$	48.9		$	26.6		$	30.7		$	30.7		$	(79.6	)	$	(57.3	)
Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended June 30, 2013
Selling, general and administrative	$	78.8		$	78.8		$	338.1		$	338.1		$	258.4		$	258.4		$	—		$	—
Income (loss) from operations	$	(78.8	)	$	(78.8	)	$	162.0		$	161.9		$	145.9		$	145.9		$	—		$	—
Intercompany interest	$	9.6		$	122.6		$	—		$	(113.0	)	$	(9.6	)	$	(9.6	)	$	—		$	—
Miscellaneous, net	$	(0.2	)	$	1.2		$	8.0		$	6.6		$	(3.5	)	$	(3.5	)	$	—		$	—
Total other income (expense)	$	(103.6	)	$	10.8		$	8.0		$	(106.4	)	$	(12.8	)	$	(12.8	)	$	—		$	—
Income (loss) before income taxes	$	(182.5	)	$	(68.1	)	$	170.0		$	55.6		$	133.1		$	133.1		$	—		$	—
Provision (benefit) for income taxes	$	(62.1	)	$	(22.1	)	$	59.5		$	19.4		$	37.3		$	37.3		$	—		$	—
Equity in income of subsidiaries	$	206.4		$	131.9		$	—		$	—		$	—		$	—		$	(206.4	)	$	(131.9	)
Net income (loss)	$	86.0		$	86.0		$	110.5		$	36.1		$	95.8		$	95.8		$	(206.4	)	$	(131.9	)
Foreign currency translation adjustment, net of taxes	$	(58.0	)	$	(45.2	)	$	—		$	—		$	(35.4	)	$	(35.4	)	$	35.4		$	35.4
Change in fair value of interest rate swaps, net of taxes	$	16.2		$	3.4		$	—		$	3.4		$	—		$	—		$	—		$	(3.4	)
Comprehensive income (loss)	$	44.2		$	44.2		$	110.5		$	39.5		$	60.4		$	60.4		$	(171.0	)	$	(100.0	)
Consolidating Statements of cash flows for the nine months ended June 30, 2013
Cash provided by (used in) operating activities	$	168.4		$	13.9		$	29.1		$	231.1		$	15.5		$	72.9		$	—		$	(104.8	)
Cash paid for acquisitions, net of cash acquired	$	(77.9	)	$	(77.9	)	$	(4.5	)	$	—		$	—		$	(4.5	)	$	—		$	—
Cash used in investing activities	$	(106.6	)	$	(106.6	)	$	(41.6	)	$	(37.1	)	$	(23.6	)	$	(28.2	)	$	—		$	—
Dividends paid	$	(216.9	)	$	(216.9	)	$	—		$	(52.4	)	$	—		$	(52.4	)	$	—		$	104.8
Cash used in financing activities	$	(224.3	)	$	(69.8	)	$	(0.4	)	$	(207.0	)	$	—		$	(52.9	)	$	—		$	104.8