10-Q

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TABLE OF CONTENTS

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

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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: 333-186802

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) 200-2000
(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

        As of May 4, 2015, the number of shares of common stock outstanding 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 (Loss) 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		35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		57
Item 4.	Controls and Procedures		58
PART II
Item 1.	Legal Proceedings		59
Item 1A.	Risk Factors		61
Item 6.	Exhibits		62
Signatures			63
Exhibits

PART I
Item 1. Financial Statements

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

	March 31, 2015			September 30, 2014
				(As Adjusted)
Assets
Current assets:
Cash and cash equivalents	$	250,398		$	139,488
Accounts receivable, net		208,451			175,701
Inventories		780,100			853,226
Deferred income taxes		26,603			28,915
Other current assets		48,808			61,509
Total current assets		1,314,360			1,258,839
Property, plant and equipment, net		591,895			597,202
Goodwill		1,118,867			1,163,282
Intangible assets, net		1,736,521			1,791,592
Other assets		21,157			8,207
Total assets	$	4,782,800		$	4,819,122
Liabilities and Stockholders' Equity
Current liabilities:
Current portion long-term debt	$	174		$	261
Accounts payable		269,694			227,877
Accrued expenses and other current liabilities		235,021			221,056
Total current liabilities		504,889			449,194
Long-term debt, net of current portion		2,107,757			2,099,487
Deferred income taxes		691,767			707,962
Other liabilities		37,224			53,386
Total liabilities		3,341,637			3,310,029
Commitments and contingencies
Stockholder's equity:
Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding at March 31, 2015 and September 30, 2014		—			—
Capital in excess of par		1,562,427			1,561,014
Accumulated deficit		(10,021	)		(22,718	)
Accumulated other comprehensive loss		(111,243	)		(29,203	)
Total stockholder's equity		1,441,163			1,509,093
Total liabilities and stockholder's equity	$	4,782,800		$	4,819,122

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

3

NBTY, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive (Loss) Income

(Unaudited)

(in thousands)

	Three Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Net sales	$	787,876		$	779,026		$	1,613,647		$	1,606,131
Costs and expenses:
Cost of sales		438,864			431,081			884,044			872,799
Advertising, promotion and catalog		58,505			58,783			105,399			97,305
Selling, general and administrative		235,460			238,894			473,632			471,577
Facility restructuring charges (See Note 2)		4,418			—			4,418			—
		737,247			728,758			1,467,493			1,441,681
Income from operations		50,629			50,268			146,154			164,450
Other income (expense):
Interest		(32,426	)		(33,086	)		(67,173	)		(67,904	)
Miscellaneous, net		2,525			(1,714	)		1,170			(725	)
		(29,901	)		(34,800	)		(66,003	)		(68,629	)
Income from operations before income taxes		20,728			15,468			80,151			95,821
Provision for income taxes		7,472			5,568			28,705			32,100
Net income		13,256			9,900			51,446			63,721
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of $(1,697), $1,145, $(2,093), and $3,533		(52,455	)		(706	)		(82,761	)		11,489
Change in fair value of interest rate swaps, net of taxes of $0, $(427), $(442) and $(1,124)		—			684			721			1,769
Total other comprehensive (loss) income, net of tax:		(52,455	)		(22	)		(82,040	)		13,258
Comprehensive (loss) income	$	(39,199	)	$	9,878		$	(30,594	)	$	76,979

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)

	Six Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	51,446		$	63,721
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Impairments and disposals of assets		945			5,324
Depreciation of property, plant and equipment		35,123			28,262
Amortization of intangible assets		22,675			23,137
Foreign currency transaction (gain) loss		(55	)		376
Amortization and write-off of deferred financing fees		9,581			9,408
Stock-based compensation		1,406			2,556
Allowance for doubtful accounts		256			303
Inventory reserves		12,401			4,752
Deferred income taxes		(8,379	)		(3,041	)
Changes in operating assets and liabilities:
Accounts receivable		(38,566	)		5,552
Inventories		42,479			(135,680	)
Other assets		7,569			7,005
Accounts payable		46,802			4,069
Accrued expenses and other liabilities		20,354			(17,813	)
Net cash provided by (used in) operating activities		204,037			(2,069	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(45,967	)		(47,244	)
Proceeds from sale of equipment		260			—
Net cash used in investing activities		(45,707	)		(47,244	)
Cash flows from financing activities:
Principal payments		(255	)		(215	)
Payments for financing fees		(611	)		—
Dividends paid		(38,750	)		(21,313	)
Share repurchase		—			—
Exercise of stock options		—			—
Net cash used in financing activities		(39,616	)		(21,528	)
Effect of exchange rate changes on cash and cash equivalents		(7,804	)		1,213
Net increase (decrease) in cash and cash equivalents		110,910			(69,628	)
Cash and cash equivalents at beginning of period		139,488			198,561
Cash and cash equivalents at end of period	$	250,398		$	128,933
Non-cash investing and financing information:
Property, plant and equipment additions included in total liabilities	$	12,732		$	4,896

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, 2014, including the notes thereto (our "2014 Financial Statements") included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 ("2014 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 2014 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

        During the three and six months ended March 31, 2015, the Company identified and recorded adjustments for immaterial errors in its previously reported financial statements. Accordingly, we recorded a reduction in selling, general and administrative expenses of $2,520, primarily related to prepaid rent in our retail operations and a reduction in cost of sales of $0, and $3,708 to increase the value of its label inventory for the three and six months ended March 31, 2015, respectively, which has an immaterial impact on the current year financial statements.

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 and intangible assets; stock-based compensation; income taxes and accruals for the outcome of current litigation.

6

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	March 31, 2015		September 30, 2014
Promotional program incentive allowances	$	71,403	$	83,768
Allowance for sales returns		15,821		15,409
Allowance for doubtful accounts		2,583		2,564
	$	89,807	$	101,741

Recent Accounting Developments

        In January 2015, the Financial Accounting Standards Board ("FASB") issued guidance which eliminates from GAAP the concept of extraordinary items. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted, provided that adoption is applied from the beginning of the fiscal year of adoption. This guidance may be applied prospectively or retrospectively to all prior periods presented in the financial statements. The adoption of this guidance is not expected to have an impact on our consolidated financial statements.

        In February 2015, the FASB issued guidance that amends the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for the Company beginning October 1, 2016, with early adoption permitted. This new guidance is not expected to have a material impact on our consolidated financial statements.

        In April 2015, the FASB issued guidance which changes the presentation of debt issuance costs. Under the new guidance, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with the current literature for accounting for debt discounts. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. This guidance has been early adopted as of March 31, 2015 and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

Revision

        See Note 13 for a revision that was made to the Condensed Consolidating Financial Statements of Guarantors.

2. Sale of Nutritional Bar and Powder Product Assets

        On March 3, 2015, NBTY and Nellson Nutraceutical, LLC ("Nellson") entered into (i) a bar asset purchase agreement,(the "Bar APA") and (ii) a powder asset purchase agreement (the "Powder APA" and, together with the Bar APA, the "APAs"), pursuant to which NBTY agreed to sell certain production assets, raw materials, packaging, labeling, in process products, component inventories and

7

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

2. Sale of Nutritional Bar and Powder Product Assets (Continued)

contracts (the "Transferred Assets") associated with NBTY's nutritional bar and powder manufacturing operations (the "Divested Manufacturing Operations").

        The aggregate sales price for the production assets and transferred contracts is approximately $17,000. The sales price for the raw materials, packaging, labels, work in process and component inventories to be transferred under each of the APAs will be equal to NBTY's cost for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        The closing of the sale pursuant to the Powder APA is expected to occur on or around the end of May 2015, and the closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, in each case subject to customary closing conditions.

        In connection with the APAs, NBTY has entered into supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years. NBTY currently manufactures using the Transferred Assets.

        As a result of these arrangements, the Company will incur cumulative charges of approximately $15,000 before tax over the period in which these transactions are completed, of which charges will consist primarily of accelerated depreciation of approximately $11,500 (non-cash); costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $1,300. All costs associated with the Divested Manufacturing Operations will be reflected in the Corporate / Manufacturing segment.

        Charges related to this divestiture of $4,418 for the three and six months ended March 31, 2015 were $2,171 for severance and employee related costs, $1,647 for accelerated depreciation and $600 of other costs.

3. Inventories

        The components of inventories are as follows:

	March 31, 2015		September 30, 2014
Raw materials	$	196,133	$	217,697
Work-in-process		22,132		20,898
Finished goods		561,835		614,631
Total	$	780,100	$	853,226

8

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

4. Goodwill and Intangible Assets

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

	Wholesale			European Retail			Direct Response / E-Commerce		Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395	$	1,163,282
Foreign currency translation		(11,576	)		(32,839	)		—		(44,415	)
Balance at March 31, 2015	$	627,054		$	288,418		$	203,395	$	1,118,867

        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:

	March 31, 2015				September 30, 2014
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	907,728	$	174,800	$	912,200	$	155,776	17 - 25
Tradenames and other		171,928		24,781		175,872		22,644	20 - 30
		1,079,656		199,581		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		856,446		—		881,940		—
Total intangible assets	$	1,936,102	$	199,581	$	1,970,012	$	178,420

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of operations and comprehensive (loss) income in selling, general and administrative expenses for the three months ended March 31, 2015, and 2014 was $11,316 and $11,534, respectively. Amortization expense for the six months ended March 31, 2015, and 2014 was $22,675 and $23,137, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $45,000 per year.

5. Long-Term Debt

        As a result of adopting the new guidance related to the presentation of debt issuance costs, our September 30, 2014 consolidated balance sheet has been retrospectively adjusted to reduce long-term debt by $58,600, reduce other assets by $41,285 and reduce other current assets by $17,315. Debt issuance costs relating to unused revolving lines of credit will remain in other assets and other current assets.

9

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Long-Term Debt (Continued)

        The components of long-term debt are as follows:

	March 31, 2015			September 30, 2014
Senior Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(38,375	)		(45,539	)
		1,469,125			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(11,684	)		(13,061	)
		638,316			636,939
Other		490			848
		2,107,931			2,099,748
Less current portion		(174	)		(261	)
Total	$	2,107,757		$	2,099,487

Senior secured credit facilities

        On October 1, 2010, NBTY entered into its senior secured credit facilities with Barclays Bank PLC, as administrative agent (the "Original Credit Agreement"). The Original Credit Agreement was amended pursuant to the First Amendment and Refinancing Agreement, dated as of March 1, 2011, and further amended pursuant to that Second Amendment Agreement, dated as of October 11, 2012.

        On March 21, 2013, NBTY, Alphabet Holding Company, Inc. ("Holdings"), our parent company, 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 then existing 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

10

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Long-Term Debt (Continued)

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. In accordance with the 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 at maturity in October 2017.

        On November 20, 2014, NBTY amended its senior secured revolving credit facility, extending its maturity to September 2017 and reducing the commitment from $200,000 to $175,000. In connection with this amendment, deferred financing costs of $611 were incurred and are being amortized over the remaining period and $359 of previously capitalized financing costs were written off.

        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.

        As of March 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $4,400, reducing the net availability to $170,600.

        NBTY may voluntarily prepay loans or reduce commitments under its senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.

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

11

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Long-Term Debt (Continued)

        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, NBTY's 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 covenants under the senior secured credit facilities at March 31, 2015.

        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 accrues 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 $721,682 cash 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 original 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.

12

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Long-Term Debt (Continued)

        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.

        All interest payments to date have been in cash and were funded by dividends from NBTY.

        Holdings may redeem the Holdco 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 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 November 1 of the years set forth below:

Period	Redemption Price
2014		102.00	%
2015		101.00	%
2016 and thereafter		100.00	%

13

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Long-Term Debt (Continued)

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.

        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 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	%

        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 NBTY and its 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 March 31, 2015.

6. Fair Value of Financial Instruments

        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.

14

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Fair Value of Financial Instruments (Continued)

•

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 the assets / (liabilities) measured at fair value on a recurring basis at March 31, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,409	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	11,219

        The following table summarizes the assets / (liabilities) liabilities measured at fair value on a recurring basis at September 30, 2014:

	Level 1		Level 2			Level 3
Current (included in accrued expenses and other current liabilities):
Interest rate swaps	$	—	$	(1,151	)	$	—
Cross currency swaps	$	—	$	—		$	(3,857	)
Non-current (included in other liabilities):
Cross currency swaps	$	—	$	—		$	(14,773	)

        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 did 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 assets / (liabilities) ranged from 6.0% to 9.7% (8.2% weighted average) as of March 31, 2015 and 8.1% to 8.5% (8.3% weighted average) as of September 30, 2014.

15

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Fair Value of Financial Instruments (Continued)

        The following table shows the Level 3 activity related to our cross currency swaps for the three and six months ended March 31, 2015 and 2014:

	Three Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Beginning balance:	$	(6,882	)	$	(27,359	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		15,692			(1,862	)		27,440			(6,967	)
Ending balance:	$	8,810		$	(29,221	)	$	8,810		$	(29,221	)

Interest Rate Swaps

        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 had a declining notional amount with a fixed interest rate of 1.92% for a four-year term and matured in December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities were 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 was assessed based on the overall changes in the fair value of the interest rate swap contracts. Hedge ineffectiveness from inception to March 31, 2015 was insignificant, and was recorded in Miscellaneous, net.

Cross Currency Swaps

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound sterling, arising from our net investment in British pound sterling 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 sterling (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 sterling 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 loss/(gain) for the three months ended March 31, 2015 and 2014 was $(185) and $58, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness loss/(gain) for the six months ended March 31, 2015 and 2014 was $1,749 and ($952), respectively.

16

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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 March 31,
	2015				2014
	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	$	—	$	—	$	(463	)	$	(1,147	)
Net Investment Hedges:
Cross currency swaps		9,481		—		(1,090	)		—
Total	$	9,481	$	—	$	(1,553	)	$	(1,147	)

	Six Months Ended March 31,
	2015						2014
	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	$	(438	)	$	(1,159	)	$	(1,245	)	$	(3,014	)
Net Investment Hedges:
Cross currency swaps		18,651			—			(5,244	)		—
Total	$	18,213		$	(1,159	)	$	(6,489	)	$	(3,014	)

Notes

        The fair value of the Notes based on quoted market prices (Level 2), was approximately $677,677 as of March 31, 2015.

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.

17

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Litigation Summary

Herbal Dietary Supplements

        In February 2015, the New York State Office of the Attorney General ("NY AG") began an investigation concerning the authenticity and purity of herbal supplements and associated marketing. As part of this investigation, the NY AG is reviewing the sufficiency of the measures that several manufacturers and retailers, including NBTY, are taking to independently assess the validity of their representations and advertising in connection with the sale of herbal supplements. NBTY has fully cooperated with the NY AG, however until this investigation is concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY. However, we do not believe the ultimate outcome will have a material adverse effect on our consolidated financial statements.

        Following the NY AG investigation, starting in February 2015, numerous putative class actions were filed in various jurisdictions against NBTY, certain of its customers and/or other companies as to which there may be a duty to defend and indemnify, challenging the authenticity and purity of herbal supplements and associated marketing, under various states' consumer protection statutes. Motions for transfer and consolidation of all of the federal actions as multidistrict litigation into a single district before a single judge ("MDL motions") are currently pending and the hearing date of the MDL motions is scheduled for May 28, 2015. Certain state court actions are proceeding independently or have been removed to federal court and stayed pending a decision on the MDL motions. These cases seek some combination of monetary damages, injunctive relief and specific performance.

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

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.

18

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Litigation Summary (Continued)

        In March 2013, NBTY agreed upon a proposed settlement with plaintiffs, which included all cases and resolved all pending claims without any admission of or concession of liability by NBTY, and which provided for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs. Fairness Hearings took place on October 4, 2013 and November 20, 2013. On January 3, 2014, the court issued an opinion and order approving the settlement as modified (the "Order"). The final judgment was issued on January 22, 2014 (the "Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014. In fiscal 2013, NBTY recorded a provision of $12,000, reflecting its best estimate of exposure for payments to the class together with attorney's fees and notice and administrative costs in connection with this class action settlement. As a result of the court's approval of the settlement and the closure of the claims period, NBTY 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.

        On November 19, 2014, the appellate court issued a decision granting the objectors' appeal. The appellate court reversed and remanded the matter to the district court for further proceedings consistent with the appellate court's decision. In April 2015, NBTY agreed upon a revised proposed settlement with certain plaintiffs which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY. The parties have signed settlement documentation providing for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs estimated to be in the amount of $9,000, which resulted in an additional charge of $4,300 in the second quarter results for fiscal 2015. The settlement has not yet been submitted to the court for preliminary approval. Until the cases are 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 on February 11, 2015 the court issued an Order and Opinion dismissing the class-action. On February 27, 2015, Plaintiff filed an appeal to the court's dismissal of the action and that appeal is pending.

19

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Litigation Summary (Continued)

        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 our consolidated financial statements.

Claims in the Ordinary Course

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

        Over the past several years, we have been served with various false advertising putative class action cases in various U.S. jurisdictions, as have various other companies in the industry. Over the past few years, the number of these cases has increased, such that at any given time we are defending several suits concerning a variety of products. These cases challenge the marketing of the subject dietary supplements under various states' consumer protection statutes and generally seek unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief. Until these cases are resolved, no determination can be made as to the ultimate outcome of the litigation or the amount of liability on our part.

8. 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 2015 and 2029. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended March 31, 2015 and 2014 was 36.0%. The effective income tax rate for the six months ended March 31, 2015 and 2014 was 35.8% and 33.5%, respectively. Our effective tax rates for the three and six month periods are different than the federal statutory rate generally due to the impact of state and local taxes and the partial reinvestment of foreign earnings in fiscal 2014.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At March 31, 2015, we had accrued $563 and $174 for the potential payment of interest and penalties, respectively. As of March 31, 2015, we were subject to U.S. federal income tax examinations for the tax years 2011 through 2014, and to non-U.S. examinations for tax years 2009 through 2014. In addition, we are generally subject to state and local examinations for fiscal years 2011 through 2014.

        During our fiscal second quarter, the Internal Revenue Service ("IRS") finalized its examination of the Company for tax years 2011 and 2012, which resulted in an immaterial reduction to its unrecognized tax benefit.

20

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

9. Accumulated Other Comprehensive Income (Loss)

        Additions to and reclassifications out of accumulated other comprehensive income (loss) attributable to the Company for the three and six months ended March 31, 2015 and 2014 were as follows:

	Three Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at December 31, 2014	$	(58,788	)	$	—	$	(58,788	)
Other comprehensive income (loss) before reclassifications		(52,455	)		—		(52,455	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)

	Three Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)
Other comprehensive income (loss) before reclassifications		(705	)		(462	)		(1,167	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,146			1,146
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

	Six Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,482	)	$	(721	)	$	(29,203	)
Other comprehensive income (loss) before reclassifications		(82,761	)		(438	)		(83,199	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at March 31, 2015	$	(111,243	)	$	—		$	(111,243	)

21

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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

	Six Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,680	)	$	(3,902	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		11,489			(1,245	)		10,244
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			3,014			3,014
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

(1)

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

(2)

These losses are reclassified into Interest expense. See Note 6, Fair Value of Financial Instruments.

10. 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)

10. Business and Credit Concentration (Continued)

        The following customers accounted for the following percentages of net sales for the three and six months ended March 31, 2015 and 2014, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2015			2014
Customer A		19	%		21	%		11	%		12	%
Customer B		10	%		8	%		6	%		5	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Six Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Customer A		18	%		20	%		10	%		12	%
Customer B		14	%		13	%		8	%		8	%
Customer C		10	%		9	%		6	%		5	%

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

	March 31, 2015			September 30, 2014
Customer A		12	%		13	%
Customer B		12	%		11	%
Customer C		10	%		9	%

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

11. Related Party Transactions

Consulting Agreement—The Carlyle Group ("Carlyle")

        NBTY entered into a consulting agreement with Carlyle under which it pays Carlyle a fee for consulting services Carlyle provides to it and its subsidiaries. Under this agreement, subject to certain conditions, NBTY expects to pay an annual consulting fee to Carlyle of $3,000; NBTY reimburses Carlyle for out-of-pocket expenses, and may pay Carlyle additional fees associated with other future transactions. For the three and six months ended March 31, 2015 and 2014, these fees totaled $750 and $1,500, in each of the respective periods, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $54 and $39 for the three months ended

23

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Related Party Transactions (Continued)

March 31, 2015 and 2014, respectively, and $388 and $368 for the six months ended March 31, 2015 and 2014, respectively.

Services from Portfolio Companies of Funds Affiliated with Carlyle

        From time to time, we receive services from other portfolio companies of funds that are affiliated with Carlyle, but these services are not material and such services are provided on an arms-length basis.

Holdings

        Holdings does not have any operations or cash flow other than dividends from NBTY. Holdings has $1,000,000 of Holdco Notes and relies on dividends from NBTY to service the debt. See Note 5 Long-Term Debt for further information.

12. 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 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 992 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 684 in the UK, 145 in the Netherlands, 48 in Ireland, 17 in Belgium; and franchised stores in the following countries: 30 in China, 30 in Singapore, 14 in United Arab Emirates, 10 in Cyprus, five in each of Malta and the Netherlands, two in Kuwait and one in each of Gibraltar and Spain. We also have 49 GNC branded UK stores, as well as internet-based sales from www.hollandandbarrett.com, www.hollandandbarrett.co.uk, www.hollandandbarrett.ie,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. We are currently in the process of co-branding the De Tuinen, Essenza and Natures Way stores to leverage the value of the Holland & Barrett brand.

•

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

24

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Segment Information (Continued)

•

North American Retail—This segment generates revenue through its 390 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.

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

	Total Reportable Business Segments
	Wholesale		European Retail		Direct Response/ E-Commerce		North American Retail		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended March 31, 2015:(1)
Net sales	$	454,340	$	216,805	$	63,375	$	53,356	$	787,876	$	—		$	787,876
Income (loss) from operations		24,844		46,082		6,990		4,610		82,526		(31,897	)		50,629
Depreciation and amortization		9,026		5,107		2,839		905		17,877		11,856			29,733
Capital expenditures		627		12,449		258		648		13,982		12,896			26,878
Three Months Ended March 31, 2014:
Net sales	$	443,449	$	215,317	$	63,601	$	56,659	$	779,026	$	—		$	779,026
Income (loss) from operations		19,004		49,915		7,388		1,702		78,009		(27,741	)		50,268
Depreciation and amortization		9,081		4,133		2,833		767		16,814		9,020			25,834
Capital expenditures		172		9,547		113		3,957		13,789		12,208			25,997
Six Months Ended March 31, 2015:(1)(2)
Net sales	$	949,467	$	430,402	$	126,517	$	107,261	$	1,613,647	$	—		$	1,613,647
Income (loss) from operations		89,673		92,397		13,050		5,914		201,034		(54,880	)		146,154
Depreciation and amortization		18,028		10,156		5,670		1,800		35,654		22,144			57,798
Capital expenditures		700		23,153		271		1,671		25,795		20,172			45,967
Six Months Ended March 31, 2014:
Net sales	$	948,723	$	420,229	$	123,963	$	113,216	$	1,606,131	$	—		$	1,606,131
Income (loss) from operations		101,732		93,875		14,363		4,494		214,464		(50,014	)		164,450
Depreciation and amortization		18,167		8,177		5,645		1,473		33,462		17,937			51,399
Capital expenditures		203		14,868		682		7,590		23,343		23,901			47,244

(1)

Included in the North American Retail segment's income (loss) from operations for the three and six months ended March 31, 2015, is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit of $2,520 was recorded.

(2)

Included in the income (loss) from operations for the six months ended March 31, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Wholesale, Direct Response / E-Commerce and North American Retail segments by $2,975, $397, and $336, respectively.

25

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Segment Information (Continued)

        Total assets by segment are as follows:

	March 31, 2015		September 30, 2014
Reportable Business Segments:
Wholesale	$	2,469,040	$	2,500,659
European Retail		890,472		948,010
Direct Response / E-Commerce		513,248		512,642
North American Retail		108,801		107,442
Total Reportable Business Segments:		3,981,561		4,068,753
Corporate / Manufacturing		801,239		750,369
Consolidated assets	$	4,782,800	$	4,819,122

13. 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 March 31, 2015 and September 30, 2014 and for the three and six months ended March 31, 2015 and 2014 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. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        We revised the statement of operations with respect to equity in income of subsidiaries from the non-guarantor subsidiaries to the guarantor. This revision impacted the condensed consolidating statement of operations and comprehensive income (loss) for the three and six months ended March 31, 2014 increasing net income for the guarantors and decreasing the eliminations by $7,480 and $13,646, respectively. The revision 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

26

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

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 March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	149,486		$	2,732		$	98,180		$	—		$	250,398
Accounts receivable, net		—			163,443			45,008			—			208,451
Intercompany		29,257			—			25,268			(54,525	)		—
Inventories		—			587,139			192,961			—			780,100
Deferred income taxes		—			24,856			1,747			—			26,603
Other current assets		876			18,393			29,539			—			48,808
Total current assets		179,619			796,563			392,703			(54,525	)		1,314,360
Property, plant and equipment, net		112,284			287,773			191,838			—			591,895
Goodwill		—			726,354			392,513			—			1,118,867
Other intangible assets, net		—			1,418,079			318,442			—			1,736,521
Other assets		1,312			19,821			24			—			21,157
Intercompany loan receivable		2,418,909			1,210,172			—			(3,629,081	)		—
Investments in subsidiaries		2,100,597			139,638			—			(2,240,235	)		—
Total assets	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	174		$	—		$	174
Accounts payable		—			185,414			84,280			—			269,694
Intercompany		—			54,525			—			(54,525	)		—
Accrued expenses and other current liabilities		31,666			160,168			43,187			—			235,021
Total current liabilities		31,666			400,107			127,641			(54,525	)		504,889
Intercompany loan payable		1,210,172			2,107,441			311,468			(3,629,081	)		—
Long-term debt, net of current portion		2,107,441			—			316			—			2,107,757
Deferred income taxes		22,279			570,727			98,761			—			691,767
Other liabilities		—			14,879			22,345			—			37,224
Total liabilities		3,371,558			3,093,154			560,531			(3,683,606	)		3,341,637
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,562,427			1,408,921			746,911			(2,155,832	)		1,562,427
(Accumulated deficit) retained earnings		(10,021	)		115,433			92,620			(208,053	)		(10,021	)
Accumulated other comprehensive income (loss)		(111,243	)		(19,108	)		(104,542	)		123,650			(111,243	)
Total stockholder's equity		1,441,163			1,505,246			734,989			(2,240,235	)		1,441,163
Total liabilities and stockholder's equity	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800

27

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	77,550		$	751		$	61,187			—		$	139,488
Accounts receivable, net		—			130,749			44,952			—			175,701
Intercompany		30,425			—			32,102			(62,527	)		—
Inventories		—			650,484			202,742			—			853,226
Deferred income taxes		—			27,002			1,913			—			28,915
Other current assets		2,618			18,048			40,843			—			61,509
Total current assets		110,593			827,034			383,739			(62,527	)		1,258,839
Property, plant and equipment, net		95,022			304,274			197,906			—			597,202
Goodwill		—			726,354			436,928			—			1,163,282
Other intangible assets, net		—			1,439,374			352,218			—			1,791,592
Other assets		—			8,116			91			—			8,207
Intercompany loan receivable		2,438,743			1,060,793			—			(3,499,536	)		—
Investments in subsidiaries		2,095,763			148,921			—			(2,244,684	)		—
Total assets	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	261		$	—		$	261
Accounts payable		—			140,761			87,116			—			227,877
Intercompany		—			62,527			—			(62,527	)		—
Accrued expenses and other current liabilities		34,282			112,136			74,638			—			221,056
Total current liabilities		34,282			315,424			162,015			(62,527	)		449,194
Intercompany loan payable		1,060,793			2,098,900			339,843			(3,499,536	)		—
Long-term debt, net of current portion		2,098,900			—			587			—			2,099,487
Deferred income taxes		22,280			586,116			99,566			—			707,962
Other liabilities		14,773			13,732			24,881			—			53,386
Total liabilities		3,231,028			3,014,172			626,892			(3,562,063	)		3,310,029
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,561,014			1,417,462			739,911			(2,157,373	)		1,561,014
(Accumulated deficit) retained earnings		(22,718	)		89,265			24,570			(113,835	)		(22,718	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,509,093			1,500,694			743,990			(2,244,684	)		1,509,093
Total liabilities and stockholder's equity	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122

28

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive (Loss) Income
For three months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,461		$	283,597		$	(13,182	)	$	787,876
Costs and expenses:
Cost of sales		—			324,196			127,850			(13,182	)		438,864
Advertising, promotion and catalog		—			44,655			13,850			—			58,505
Selling, general and administrative		27,269			110,835			97,356			—			235,460
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		27,269			484,104			239,056			(13,182	)		737,247
Income (loss) from operations		(27,269	)		33,357			44,541			—			50,629
Other income (expense):
Intercompany interest		67,428			(62,709	)		(4,719	)		—			—
Interest		(62,709	)		30,298			(15	)		—			(32,426	)
Miscellaneous, net		401			183			1,941			—			2,525
		5,120			(32,228	)		(2,793	)		—			(29,901	)
Income (loss) before income taxes		(22,149	)		1,129			41,748			—			20,728
Provision (benefit) for income taxes		(2,334	)		412			9,394			—			7,472
Equity in income of subsidiaries		33,071			6,971			—			(40,042	)		—
Net income (loss)		13,256			7,688			32,354			(40,042	)		13,256
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Comprehensive (loss) income	$	(39,199	)	$	(427	)	$	(21,250	)	$	21,677		$	(39,199	)

29

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	514,810		$	289,468		$	(25,252	)	$	779,026
Costs and expenses:
Cost of sales		—			330,923			125,410			(25,252	)		431,081
Advertising, promotion and catalog		—			47,709			11,074			—			58,783
Selling, general and administrative		27,813			113,790			97,291			—			238,894
		27,813			492,422			233,775			(25,252	)		728,758
Income (loss) from operations		(27,813	)		22,388			55,693			—			50,268
Other income (expense):
Intercompany interest		39,121			(34,204	)		(4,917	)		—			—
Interest		(34,204	)		605			513			—			(33,086	)
Miscellaneous, net		95			(1,653	)		(156	)		—			(1,714	)
		5,012			(35,252	)		(4,560	)		—			(34,800	)
Income (loss) before income taxes		(22,801	)		(12,864	)		51,133			—			15,468
Provision (benefit) for income taxes		51			(5,843	)		11,360			—			5,568
Equity in income of subsidiaries		32,752			7,480			—			(40,232	)		—
Net income (loss)	$	9,900		$	459		$	39,773		$	(40,232	)	$	9,900
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(706	)		1,398			1,486			(2,884	)		(706	)
Change in fair value of interest rate swaps net of taxes		684			684			—			(684	)		684
Total other comprehensive income (loss), net of tax		(22	)		2,082			1,486			(3,568	)		(22	)
Comprehensive income (loss)	$	9,878		$	2,541		$	41,259		$	(43,800	)	$	9,878

30

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive (Loss) Income
For six months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,074,822		$	572,614		$	(33,789	)	$	1,613,647
Costs and expenses:
Cost of sales		—			663,142			254,691			(33,789	)		884,044
Advertising, promotion and catalog		—			79,602			25,797			—			105,399
Selling, general and administrative		50,159			225,772			197,701			—			473,632
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		50,159			972,934			478,189			(33,789	)		1,467,493
Income (loss) from operations		(50,159	)		101,888			94,425			—			146,154
Other income (expense):
Intercompany interest		107,237			(97,490	)		(9,747	)		—			—
Interest		(97,490	)		30,363			(46	)		—			(67,173	)
Miscellaneous, net		(1,345	)		(660	)		3,175			—			1,170
		8,402			(67,787	)		(6,618	)		—			(66,003	)
Income (loss) before income taxes		(41,757	)		34,101			87,807			—			80,151
Provision (benefit) for income taxes		(3,499	)		12,447			19,757			—			28,705
Equity in income of subsidiaries		89,704			13,304			—			(103,008	)		—
Net income (loss)		51,446			34,958			68,050			(103,008	)		51,446
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(82,761	)		(13,796	)		(84,051	)		97,847			(82,761	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(82,040	)		(13,075	)		(84,051	)		97,126			(82,040	)
Comprehensive (loss) income	$	(30,594	)	$	21,883		$	(16,001	)	$	(5,882	)	$	(30,594	)

31

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,085,876		$	574,609		$	(54,354	)	$	1,606,131
Costs and expenses:
Cost of sales		—			672,791			254,362			(54,354	)		872,799
Advertising, promotion and catalog		—			76,823			20,482			—			97,305
Selling, general and administrative		50,085			230,670			190,822			—			471,577
		50,085			980,284			465,666			(54,354	)		1,441,681
Income (loss) from operations		(50,085	)		105,592			108,943			—			164,450
Other income (expense):
Intercompany interest		78,829			(69,002	)		(9,827	)		—			—
Interest		(69,002	)		605			493			—			(67,904	)
Miscellaneous, net		1,005			(701	)		(1,029	)		—			(725	)
		10,832			(69,098	)		(10,363	)		—			(68,629	)
Income (loss) before income taxes		(39,253	)		36,494			98,580			—			95,821
Provision (benefit) for income taxes		(5,318	)		12,773			24,645			—			32,100
Equity in income of subsidiaries		97,656			13,646			—			(111,302	)		—
Net income (loss)	$	63,721		$	37,367		$	73,935		$	(111,302	)	$	63,721
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,489			3,603			8,429			(12,032	)		11,489
Change in fair value of interest rate swaps net of taxes		1,769			1,769			—			(1,769	)		1,769
Total other comprehensive income (loss), net of tax		13,258			5,372			8,429			(13,801	)		13,258
Comprehensive income (loss)	$	76,979		$	42,739		$	82,364		$	(125,103	)	$	76,979

32

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(20,970	)	$	163,021		$	70,775		$	(8,789	)	$	204,037
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,373	)		(4,660	)		(23,934	)		—			(45,967	)
Proceeds from sale of equipment		—			260			—			—			260
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(24,373	)		(4,400	)		(23,934	)		7,000			(45,707	)
Cash flows from financing activities:
Principal payments		—			—			(255	)		—			(255	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		156,640			(156,640	)		—			—			—
Net cash provided by (used in) financing activities		117,279			(156,640	)		(2,044	)		1,789			(39,616	)
Effect of exchange rate changes on cash		—			—			(7,804	)		—			(7,804	)
Net increase in cash and cash equivalents		71,936			1,981			36,993			—			110,910
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	149,486		$	2,732		$	98,180		$	—		$	250,398

33

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Condensed Consolidating Financial Statements of Guarantors (Continued)

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,110	)	$	9,042		$	16,702		$	(16,703	)	$	(2,069	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Net cash used in investing activities		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Cash flows from financing activities:
Principal payments		—			—			(215	)		—			(215	)
Dividends paid		(21,313	)		(5,835	)		(5,835	)		11,670			(21,313	)
Intercompany accounts		8,700			(8,700	)		—			—			—
Net cash used in financing activities		(12,613	)		(14,535	)		(6,050	)		11,670			(21,528	)
Effect of exchange rate changes on cash		—			—			1,213			—			1,213
Net decrease in cash and cash equivalents		(26,061	)		(35,357	)		(3,177	)		(5,033	)		(69,628	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	55,295		$	—		$	78,671		$	(5,033	)	$	128,933

34

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 ("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, the new Food Safety Law in China 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 or lawsuits arising in the ordinary course of business;

•

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

•

loss of executive officers or other key personnel;

•

loss of certain third party suppliers;

35

•

the availability of raw materials;

•

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 sterling, the euro, the Canadian dollar and the Chinese renminbi;

•

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.

36

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, 2014 (our "2014 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 consolidated financial statements, including the related notes, contained elsewhere herein and with the 2014 Annual Report. All references to years, unless otherwise noted, refer to our fiscal years, which end on September 30. All dollar values in this section, unless otherwise noted, are denoted in thousands. Numerical figures have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Executive Summary

        NBTY is the leading 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 currently market over 25,000 SKUs under numerous owned and private-label brands, including Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, SISU®, Sundown®, Rexall®, Pure Protein®, Balance Bar®, Body Fortress®, 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 the following four channels of distribution.

•

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 992 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 684 in the UK, 145 in the Netherlands, 48 in Ireland, 17 in Belgium; and franchised stores in the following countries: 30 in China, 30 in Singapore, 14 in United Arab Emirates,10 in Cyprus, five in each of Malta and the Netherlands, two in Kuwait and one in each of Gibraltar and Spain. We also have 49 GNC branded UK stores, as well as internet-based sales from www.hollandandbarrett.com, www.hollandandbarrett.co.uk, www.hollandandbarrett.ie,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. We are currently in the process of co-branding the De Tuinen, Essenza and Natures Way stores to leverage the value of the Holland & Barrett brand.

•

Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalogs and the 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 390 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, human resources, legal, finance and various other corporate-level activity related expenses. We attribute such unallocated expenses to Corporate/Manufacturing.

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Sale of Nutritional Bar and Powder Product Assets

        On March 3, 2015, NBTY and Nellson Nutraceutical, LLC ("Nellson") entered into (i) a bar asset purchase agreement,(the "Bar APA") and (ii) a powder asset purchase agreement (the "Powder APA" and, together with the Bar APA, the "APAs"), pursuant to which NBTY agreed to sell certain production assets, raw materials, packaging, labeling, in process products, component inventories and contracts (the "Transferred Assets") associated with NBTY's nutritional bar and powder manufacturing operations (the "Divested Manufacturing Operations").

        The aggregate sales price for the production assets and transferred contracts is approximately $17,000. The sales price for the raw materials, packaging, labels, work in process and component inventories to be transferred under each of the APAs will be equal to NBTY's cost for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        The closing of the sale pursuant to the Powder APA is expected to occur on or around the end of May 2015, and the closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, in each case subject to customary closing conditions.

        In connection with the APAs, NBTY has entered into supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years. NBTY currently manufactures using the Transferred Assets.

        As a result of these arrangements, the Company will incur cumulative charges of approximately $15,000 before tax over the period in which these transactions are completed, of which non-cash charges will consist primarily of accelerated depreciation of approximately $11,500; costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $1,300. All costs associated with the Divested Manufacturing Operations will be reflected in the Corporate / Manufacturing segment.

        Charges related to this divestiture of $4,418 for the three and six months ended March 31, 2015 were $2,171 for severance and employee related costs, $1,647 for accelerated depreciation and $600 of other costs.

Other Adjustments

        During the three and six months ended March 31, 2015, the Company identified and recorded adjustments for immaterial errors in its previously reported financial statements. Accordingly, we recorded a reduction in selling, general and administrative expenses of $2,520, primarily related to prepaid rent in our retail operations and a reduction in cost of sales of $0, and $3,708 to increase the value of its label inventory for the three and six months ended March 31, 2015, respectively, which has an immaterial impact on the current year financial statements.

38

Results of Operations

Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014:

Net Sales

        Net sales by segment were as follows:

	Three Months Ended March 31,
	2015					2014
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale	$	454,340		57.7	%	$	443,449		56.9	%	$	10,891			2.5	%
European Retail		216,805		27.5	%		215,317		27.7	%		1,488			0.7	%
Direct Response/E-Commerce		63,375		8.0	%		63,601		8.2	%		(226	)		(0.4	)%
North American Retail		53,356		6.8	%		56,659		7.3	%		(3,303	)		(5.8	)%
Net sales	$	787,876		100.0	%	$	779,026		100.0	%	$	8,850			1.1	%

Wholesale

        Net sales for the Wholesale segment increased $10,891, or 2.5%, to $454,340 for the three months ended March 31, 2015, as compared to the prior comparable period. This increase is due to $24,650 higher net sales of our branded products, primarily driven by increases in core brands, partially offset by $13,759 lower net sales to certain contract manufacturing and private label accounts. Domestic branded net sales increased $30,348 and international branded net sales decreased $5,968 primarily due to the changing regulatory environment in China and foreign currency for the three months ended March 31, 2015, 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. The Wholesale segment continues to leverage valuable consumer sales information obtained from our retail stores and Direct Response/E-Commerce operations to provide our mass market customers with data and analyses to drive mass market sales.

39

        We use targeted promotions to grow overall sales. Promotional programs and rebates were 17.1% of sales for the three months ended March 31, 2015, as compared to 16.0% 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 1.1% and 1.5% of Wholesale sales for each of the three months ended March 31, 2015 and 2014, 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 net sales for the three months ended March 31, 2015 and 2014, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2015			2014
Customer A		19	%		21	%		11	%		12	%
Customer B		10	%		8	%		6	%		5	%

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

European Retail

        Net sales for the European Retail segment increased $1,488, or 0.7%, to $216,805 for the three months ended March 31, 2015, as compared to the prior comparable period. This increase is attributable to more successful promotional activity and additional stores opened during the period. Offsetting the increase, the average exchange rate of the British pound sterling to the U.S. dollar decreased 8.4% and the euro to the U.S. dollar decreased 17.7% as compared to the prior comparable period. In local currency, net sales increased 12.2% and sales for stores open more than one year (which include online sales) increased 8.8% as compared to the prior comparable period.

40

        The following is a summary of European Retail store activity:

	Three Months Ended March 31,
	2015			2014
Company-owned stores
Open at beginning of the period		935			902
Opened during the period		11			8
Acquired durring the period		1
Closed during the period		(4	)		(2	)
Open at end of the period		943			908
Franchised stores
Open at beginning of the period		97			86
Opened during the period		8			1
Closed during the period		(7	)		(4	)
Open at end of the period		98			83
Total company-owned and franchised stores
Open at beginning of the period		1,032			988
Opened during the period		19			9
Acquired during the period		1			—
Closed during the period		(11	)		(6	)
Open at end of the period		1,041			991

Direct Response/E-Commerce

        Net sales for the Direct Response/E-Commerce segment decreased by $226, or 0.4%, to $63,375 for the three months ended March 31, 2015, as compared to the prior comparable period. The total number of orders increased approximately 10%, while the average order size declined approximately 9% for the three months ended March 31, 2015, as compared to the prior comparable period. E-commerce orders comprised 76% of total Direct Response/E-Commerce orders for the three months ended March 31, 2015 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 evaluate the number of products available via our catalog and websites.

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

North American Retail

        Net sales for the North American Retail segment decreased $3,303, or 5.8%, to $53,356 for the three months ended March 31, 2015, as compared to the prior comparable period. Same store sales (which include online sales) declined 3.4% due to a softer retail environment.

41

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

	Three Months Ended March 31,
	2015			2014
Open at beginning of the period		403			423
Opened during the period		1			4
Closed during the period		(14	)		(10	)
Open at end of the period		390			417

Cost of Sales

        Cost of sales was as follows:

	Three Months Ended March 31,
	2015			2014			$ change		% change
Cost of sales	$	438,864		$	431,081		$	7,783		1.8	%
Percentage of net sales		55.7	%		55.3	%

        Cost of sales as a percentage of net sales increased by 0.4 percentage points. The increase in the percentage of cost of sales was primarily due to lower margins earned in our retail businesses due to increased promotional activity.

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

Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses were as follows:

	Three Months Ended March 31,
	2015			2014			$ change			% change
Advertising, promotion and catalog	$	58,505		$	58,783		$	(278	)		(0.5	)%
Percentage of net sales		7.4	%		7.5	%

        Advertising, promotion and catalog expenses remained relatively consistent for the three months ended March 31, 2015 as compared to the prior comparable period. There were marginal declines in the Wholesale and Direct Response / E-Commerce segments, partially offset by increases in the European Retail segment.

42

Selling, General and Administrative Expenses

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

	Three Months Ended March 31,
	2015			2014			$ change			% change
Selling, general and administrative	$	235,460		$	238,894		$	(3,434	)		(1.4	)%
Percentage of net sales		29.9	%		30.7	%

        The SG&A decrease of $3,434, or 1.4%, for the three months ended March 31, 2015, as compared to the prior comparable period, is primarily due to the reduction of building costs of $3,287 resulting from the correction of prepaid rent within the North American Retail segment; $2,948 of lower freight costs due to lower energy costs; $2,075 of lower outsourced services costs; $1,115 of lower insurance costs as a result of lower premiums; and decreases of $6,998 due to foreign currency, as the British pound sterling and Euro have weakened as compared to the U.S. dollar. These reductions in SG&A were partially offset by $5,563 of additional salaries related to severance, new stores in the European Retail segment and higher corporate salaries relating to new management; $4,168 of additional depreciation primarily due to the implementation of a POS system in our European Retail segment and the ongoing implementation and support of our ERP system in Corporate/Manufacturing; $3,667 of increased legal settlement costs primarily related to an increase in the estimated settlement value in the current period related to the Glucosamine case.

Income from Operations

        Income from operations was as follows:

	Three Months Ended March 31,
	2015			2014			$ change			% change
Wholesale	$	24,844		$	19,004		$	5,840			30.7	%
European Retail		46,082			49,915			(3,833	)		(7.7	)%
Direct Response/E-Commerce		6,990			7,388			(398	)		(5.4	)%
North American Retail		4,610			1,702			2,908			170.9	%
Corporate		(31,897	)		(27,741	)		(4,156	)		(15.0	)%
Total	$	50,629		$	50,268		$	361			0.7	%
Percentage of net sales		6.4	%		6.5	%

        The increase in the Wholesale segment was primarily due to the increase in net sales and decrease in advertising expense. For the European Retail segment, on a local currency basis, income from operations increased slightly. In U.S. dollars, the decrease was due to foreign currency fluctuations and increased advertising costs. The decrease in the Direct Response/E-Commerce segment was primarily due to increased cost of sales as a percentage of net sales due to additional sales promotions, partially offset by decreases in advertising costs. The increase in the North American Retail segment was primarily due to the decrease in SG&A costs related to the correction of prepaid rent, as well as reductions in salaries and consulting costs, partially offset by a decrease in net sales from store closures and lower same store sales from the prior year. Corporate/Manufacturing increased due to increases in legal settlements related to the Glucosamine case, increases in depreciation expense with the ongoing implementation of our ERP system, excess depreciation from the pending sale of the bar and powder facilities, increased salary costs related to severance for the pending sale of the bar and powder facilities as well as other cost cutting initiatives, partially offset by decreases in consulting costs.

43

Interest Expense

        Interest expense for the three months ended March 31, 2015 remained relatively consistent with 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 2015 and 2029. Our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months ended March 31, 2015 and 2014 was 36%. Our effective tax rate is higher than the federal statutory rate generally due to the impact of state and local taxes.

Six Months Ended March 31, 2015 Compared to the Six Months Ended March 31, 2014:

Net Sales

        Net sales by segment were as follows:

	Six Months Ended March 31, 2015					Six Months Ended March 31, 2014
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Wholesale	$	949,467		58.8	%	$	948,723		59.1	%	$	744			0.1	%
European Retail		430,402		26.7	%		420,229		26.2	%		10,173			2.4	%
Direct Response/E-Commerce		126,517		7.8	%		123,963		7.7	%		2,554			2.1	%
North American Retail		107,261		6.6	%		113,216		7.0	%		(5,955	)		(5.3	)%
Net sales	$	1,613,647		100.0	%	$	1,606,131		100.0	%	$	7,516			0.5	%

Wholesale

        Net sales for the Wholesale segment increased $744 to $949,467 for the six months ended March 31, 2015, as compared to the prior comparable period. This increase is due to $28,456 higher net sales of our branded products, partially offset by $27,712 lower net sales to certain contract manufacturing and private label accounts. The increase in net sales of our branded products was primarily driven by increases in core brands, and partially offset by declines in our joint care products. Domestic branded net sales increased $32,135 and international branded net sales decreased $3,679 for the six months ended March 31, 2015, 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. The Wholesale segment continues to leverage valuable consumer sales information obtained from our retail stores and Direct Response/E-Commerce operations to provide our mass market customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall sales. Promotional programs and rebates were 17.1% of sales for the six months ended March 31, 2015, as compared to 16.0% 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 1.2% and 1.5% of Wholesale sales for each of the six months ended March 31, 2015 and 2014, 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.

44

        The following customers accounted for the following percentages of net sales for the six months ended March 31, 2015 and 2014, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Six Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Customer A		18	%		20	%		10	%		12	%
Customer B		14	%		13	%		8	%		8	%
Customer C		10	%		9	%		6	%		5	%

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

European Retail

        Net sales for the European Retail segment increased $10,173, or 2.4%, to $430,402 for the six months ended March 31, 2015, as compared to the prior comparable period. This increase is attributable to more successful promotional activity and additional stores opened during the period. Offsetting the increase, the average exchange rate of the British pound sterling to the U.S. dollar decreased 5.4% and the euro to the U.S. dollar decreased 13.0% as compared to the prior comparable period. In local currency, net sales increased 10.2% and sales for stores open more than one year (which include online sales) increased 7.6% as compared to the prior comparable period.

        The following is a summary of European Retail store activity:

	Six Months Ended March 31,
	2015			2014
Company-owned stores
Open at beginning of the period		927			901
Opened during the period		19			12
Acquired durring the period		1
Closed during the period		(4	)		(5	)
Open at end of the period		943			908
Franchised stores
Open at beginning of the period		89			79
Opened during the period		16			10
Closed during the period		(7	)		(6	)
Open at end of the period		98			83
Total company-owned and franchised stores
Open at beginning of the period		1,016			980
Opened during the period		35			22
Acquired during the period		1			—
Closed during the period		(11	)		(11	)
Open at end of the period		1,041			991

45

Direct Response/E-Commerce

        Net sales for the Direct Response/E-Commerce segment increased by $2,554, or 2.1%, to $126,517 for the six months ended March 31, 2015, as compared to the prior comparable period. The total number of orders increased approximately 10%, while the average order size declined approximately 7% for the six months ended March 31, 2015, as compared to the prior comparable period. E-commerce orders comprised 76% of total Direct Response/E-Commerce orders for the six months ended March 31, 2015 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 continues to vary its promotional strategy throughout the fiscal year, utilizing highly promotional catalogs which are not offered in every quarter. Historical results reflect this pattern and therefore this division should be viewed on an annual, and not quarterly, basis.

North American Retail

        Net sales for the North American Retail segment decreased $5,955, or 5.3%, to $107,261 for the six months ended March 31, 2015, as compared to the prior comparable period. Same store sales (which include online sales) declined 3.3% due to a softer retail environment.

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

	Six Months Ended March 31,
	2015			2014
Open at beginning of the period		414			421
Opened during the period		3			12
Closed during the period		(27	)		(16	)
Open at end of the period		390			417

Cost of Sales

        Cost of sales was as follows:

	Six Months Ended March 31,
	2015			2014			$ change		% change
Cost of sales	$	884,044		$	872,799		$	11,245		1.3	%
Percentage of net sales		54.8	%		54.3	%

        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 primarily due to lower margins earned on private label products and an increase in reserves on certain foreign inventory due to regulatory uncertainty.

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

46

Advertising, Promotion and Catalog Expenses

        Total advertising, promotion and catalog expenses were as follows:

	Six Months Ended March 31,
	2015			2014			$ change		% change
Advertising, promotion and catalog	$	105,399		$	97,305		$	8,094		8.3	%
Percentage of net sales		6.5	%		6.1	%

        The $8,094 or 8.3% increase in advertising, promotion and catalog expenses primarily related to increased advertising in our Wholesale segment, as we continue to increase our focus on branded products and increased spending on media and loyalty program costs in our European Retail segment, partially offset by a decrease in advertising expense in the Direct Response / E-Commerce segment.

Selling, General and Administrative Expenses

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

	Six Months Ended March 31,
	2015			2014			$ change		% change
Selling, general and administrative	$	473,632		$	471,577		$	2,055		0.4	%
Percentage of net sales		29.4	%		29.4	%

        The SG&A increase of $2,055, or 0.4%, for the six months ended March 31, 2015, as compared to the prior comparable period, is primarily due to $8,264 of additional depreciation resulting from the implementation of a POS system in our European Retail segment and the ongoing implementation and support of our ERP system in Corporate/Manufacturing; $8,031 of additional salaries related to severance, new stores in the European Retail segment and higher corporate salaries relating to new management; $2,972 of increased legal settlement costs primarily related to the recording of an estimated settlement value in the current period related to the Glucosamine case. These increases in SG&A were partially offset by decreases of $8,322 due to foreign currency fluctuations, as the British pound sterling and Euro have weakened as compared to the U.S. dollar; the reduction of freight costs of $2,747 due to lower energy costs; $2,604 of lower insurance costs as a result of a lower premium; $2,207 of reductions in other administrative costs and $1,704 of lower building costs primarily due to the correction of prepaid rent within the North American Retail segment.

Income from Operations

        Income from operations was as follows:

	Six Months Ended March 31,
	2015			2014			$ change			% change
Wholesale	$	89,673		$	101,732		$	(12,059	)		(11.9	)%
European Retail		92,397			93,875			(1,478	)		(1.6	)%
Direct Response/E-Commerce		13,050			14,363			(1,313	)		(9.1	)%
North American Retail		5,914			4,494			1,420			31.6	%
Corporate		(54,880	)		(50,014	)		(4,866	)		(9.7	)%
Total	$	146,154		$	164,450		$	(18,296	)		(11.1	)%
Percentage of net sales		9.1	%		10.2	%

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        The decrease in the Wholesale segment was primarily due to the increase in reserves on certain foreign inventory due to the changing regulatory environment in China and increase in advertising expense. For the European Retail segment, on a local currency basis, income from operations increased slightly. In U.S. dollars, the decrease was due to foreign currency fluctuations and increased advertising costs. The decrease in the Direct Response/E-Commerce segment was primarily due to increased cost of sales as a percentage of net sales due to additional sales promotions, increased SG&A costs (primarily freight costs), partially offset by a decrease in advertising costs. The increase in the North American Retail segment was primarily due to the decrease in SG&A costs related to the correction of prepaid rent, as well as reductions in salaries and consulting costs, partially offset by a decrease in net sales from store closures and lower same store sales from the prior year. Corporate/Manufacturing increased due to increases in legal settlements related to the Glucosamine case, increases in depreciation expense with the ongoing implementation of our ERP system and excess depreciation from the pending sale of the bar and powder facilities, increased salary costs related to severance for the pending sale of the bar and powder facilities as well as other cost cutting initiatives.

Interest Expense

        Interest expense for the six months ended March 31, 2015 remained relatively consistent with 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 2015 and 2029. Our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the six months ended March 31, 2015 and 2014 was 35.8% and 33.5%, respectively. Our effective tax rate for the six months ended March 31, 2015 is higher than the federal statutory rate generally due to the impact of state and local taxes. Our effective tax rate for the six months ended March 31, 2014 was lower than the federal statutory rate generally due to the timing and mixture (foreign and domestic) of income and the partial reinvestment of foreign earnings in fiscal 2014.

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 March 31, 2015		As of September 30, 2014
Cash and cash equivalents	$	250,398	$	139,488
Working capital (including cash and cash equivalents)	$	809,471	$	809,645

        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, investing and financing requirements. As of March 31, 2015, cash and cash equivalents of $98,180 were held by our foreign subsidiaries and are generally subject to U.S. income taxes upon repatriation to the United States. We generally repatriate all earnings from our foreign subsidiaries where permitted under local law.

        The increase in cash and cash equivalents of $110,910 at March 31, 2015 as compared to September 30, 2014 was primarily due to lower inventories and the increase in accounts payable, partially offset by the increase in accounts receivable.

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        Working capital as of March 31, 2015 remained relatively consistent with September 30, 2014 due to increases in cash offset by increases in accounts payable and decreases in inventory.

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

	Six Months Ended March 31,
	2015			2014
Net cash provided by (used in) operating activities	$	204,037		$	(2,069	)
Net cash used in investing activities	$	(45,707	)	$	(47,244	)
Net cash used in financing activities	$	(39,616	)	$	(21,528	)
Inventory turnover		2.1			2.2
Days sales (Wholesale) outstanding in accounts receivable		36			34

        Net cash provided by operating activities increased for the six months ended March 31, 2015 as compared to the prior comparable period, primarily due to inventory fluctuations whereby the inventory levels increased in the prior comparable period to increase order fulfillment rates and have decreased inventory levels in the current period.

        During the six months ended March 31, 2015 and 2014, net cash used in investing activities consisted primarily of purchases of property, plant and equipment.

        For the six months ended March 31, 2015 and 2014, net cash used in financing activities primarily related to dividends paid to Alphabet Holding Company, Inc. ("Holdings").

        We expect our fiscal 2015 capital expenditures to be higher than fiscal 2014 as a result of the continued investment in our ERP systems, as well as additional investments in stores of our European Retail segment.

Senior Secured Credit Facilities, Holdco Notes and Notes

        On October 1, 2010, NBTY entered into its senior secured credit facilities with Barclays Bank PLC, as administrative agent (the "Original Credit Agreement"). The Original Credit Agreement was amended pursuant to the First Amendment and Refinancing Agreement, dated as of March 1, 2011, and further amended pursuant to that Second Amendment Agreement, dated as of October 11, 2012.

        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 and completed the Second Refinancing, 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. 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,

49

including $13,924 of the call premium paid on term loan B-1, and are being amortized using the effective interest method. In accordance with the 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 at maturity in October 2017.

        On November 20, 2014, NBTY amended its senior secured revolving credit facility, extending its maturity to September 2017 and reducing the commitment from $200,000 to $175,000. In connection with this amendment, deferred financing costs of $611 were incurred and are being amortized over the remaining period.

        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 loans and letters of credit). As of March 31, 2015, NBTY was in compliance with all covenants under the credit agreement.

        As of March 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $4,400, reducing the net availability to $170,600.

Original Holdco Notes

        On October 17, 2012, Holdings issued $550,000 of the original Holdco Notes. Interest on the original Holdco Notes accrues at the rate of 7.75% per annum with respect to Cash Interest (as defined below) and 8.50% per annum with respect to any paid- in-kind interest. The proceeds from the offering of the original Holdco Notes, along with the $200,000 from NBTY, were used to pay transaction 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 (the "Proposed Amendments").

        On December 10, 2013, the requisite holders of the original 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 original 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 $450,000 of additional Holdco Notes and the $550,000 of original Holdco

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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 of 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 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.

        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:

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

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

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

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

        As described above, Holdings' ability to pay PIK Interest depends on the calculation of the Applicable Amount regardless of the availability of cash at Holdings. All interest payments made to date have been in cash. As of March 31, 2015, 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

51

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 dividends from NBTY generated by NBTY's cash from operations and, if required, available borrowing capacity 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 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.

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: 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.

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

		March 31, 2015			March 31, 2014
Senior secured debt		$	1,507,500		$	1,507,500
Less up to $150,000 unrestricted cash balance			(150,000	)		(119,492	)
	(a)	$	1,357,500		$	1,388,008
NBTY Consolidated EBITDA (Four consecutive quarters)	(b)	$	487,002		$	545,225
Senior Secured Leverage Ratio	(a /b)		2.79x			2.55x
Maximum Allowed (per the senior secured credit facilities)			3.75x			4.00x

        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;

•

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

•

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

•

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

•

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

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

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

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

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        The following table reconciles net income (loss) to EBITDA and Consolidated EBITDA (as defined in NBTY's senior secured credit facilities) for the three and six months ended and four consecutive quarters ended March 31, 2015 and 2014:

	Three Months Ended March 31,						Six Months Ended March 31,						Four Consecutive quarters ended March 31,
	2015			2014			2015			2014			2015			2014
Net (loss) income	$	13,256		$	9,900		$	51,446		$	63,721		$	(56,425	)	$	158,431
Interest expense		32,426			33,086			67,173			67,904			135,309			136,356
(Benefit) provision for income taxes		7,472			5,568			28,705			32,100			6,749			71,357
Depreciation and amortization		29,733			25,833			57,798			51,399			112,955			109,365
EBITDA		82,887			74,387			205,122			215,124			198,588			475,509
Severance costs(a)		8,463			750			10,336			1,297			14,017			2,515
Stock-based compensation(b)		674			936			1,406			2,556			2,938			3,498
Management fee(c)		750			750			1,500			1,500			3,000			3,000
Consulting fees(d)		4,129			3,036			9,549			10,351			22,784			25,865
Impairments and disposals(e)		1,160			4,360			1,795			4,459			212,019			4,803
Other items(f)		13,867			8,766			22,966			7,237			35,029			15,263
Pro forma cost savings(g)		7,487			8,171			14,975			16,342			29,949			32,685
Limitation on certain EBITDA adjustments(h)		(7,831	)		(4,478	)		(15,662	)		(8,956	)		(31,322	)		(17,913	)
Consolidated EBITDA	$	111,586		$	96,678		$	251,987		$	249,910		$	487,002		$	545,225

(a)

Reflects the exclusion of severance costs incurred at various subsidiaries of the Company.

(b)

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

(c)

Reflects the exclusion of the Carlyle consulting fee.

(d)

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

(e)

Reflects the impairment of certain assets, including the impairment of $207,334 relating to goodwill and intangible assets in our Direct Response / E-commerce and North American Retail segments in the four consecutive quarters ended March 31, 2015.

(f)

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.

(g)

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

(h)

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.

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Off-Balance Sheet Arrangements

        See description of the Holdco Notes in the Liquidity and Capital Resources section for the off-balance sheet arrangements.

Seasonality

        Although we believe that our business is not seasonal in nature, historically we have 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% of our net sales during the six months ended March 31, 2015 and 2014, were denominated in currencies other than U.S. dollars, principally British pounds sterling and to a lesser extent euros, Canadian dollars and Chinese renminbi. 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:

	March 31, 2015			September 30, 2014
Total Assets		26	%		27	%
Total Liabilities		5	%		5	%

        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 exchange rate gains and losses, which are included as a separate component of stockholder's equity under the caption "Accumulated other comprehensive income (loss)."

        During the six months ended March 31, 2015 and 2014, translation (losses) gains of ($82,761) and $11,489, respectively, were included in determining other comprehensive income (loss). Accordingly, cumulative translation losses of approximately ($111,243) and ($28,481) were included as part of accumulated other comprehensive loss within the consolidated balance sheets at March 31, 2015 and September 30, 2014, 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. These currencies include the British pound sterling, the euro, the Canadian dollar and the Chinese renminbi. Any future translation gains or losses could be significantly different than those noted in each of these years.

Recent Accounting Developments

        In January 2015, the FASB issued guidance which eliminates from GAAP the concept of extraordinary items. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted, provided that adoption is applied from the beginning of the fiscal year of adoption. This guidance may be applied prospectively or retrospectively to all prior periods presented in the financial

55

statements. The adoption of this guidance is not expected to have an impact on our consolidated financial statements.

        In February 2015, the FASB issued guidance that amends the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for the Company beginning October 1, 2016, with early adoption permitted. This new guidance is not expected to have a material impact on our consolidated financial statements.

        In April 2015, the FASB issued guidance which changes the presentation of debt issuance costs. Under the new guidance, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with the current literature for accounting for debt discounts. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. This guidance has been early adopted as of March 31, 2015 and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

Critical Accounting Policies and Estimates

        We describe our significant accounting policies in Note 2 of the Notes to Consolidated Financial Statements included in our 2014 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 2014 Annual Report. There have been no significant changes in our significant accounting policies or critical accounting estimates since September 30, 2014. As noted in the Form 10-K, relatively small declines in the future performance and cash flows within the wholesale business may result in the recognition of asset impairment charges. Certain categories within the Wholesale segment performing below expectations increases the risk of impairment for the indefinite-lived tradenames associated with those categories. The carrying value of the tradenames associated with the Wholesale business as of March 31, 2015 was approximately $435,000.

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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 sterling, the euro, the Canadian dollar and the Chinese renminbi, 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 sterling, the euro, the Canadian dollar and the Chinese renminbi). We consolidate the earnings of our foreign 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 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 will decrease when the U.S. dollar strengthens against foreign currencies.

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound sterling, arising from our net investment in British pound sterling 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 sterling 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 $564,432, or 35.0%, of total net sales for the six months ended March 31, 2015. A majority of our foreign currency exposure is denominated in British pounds sterling, the euro, Canadian dollars and the Chinese renminbi. For the six months ended March 31, 2015, as compared to the prior comparable period, the British pound sterling, the euro, Canadian dollars and the Chinese renminbi decreased 5.4%, 13.0%, 9.3% and 0.4%, respectively, as compared to the U.S. dollar. The combined effect of the changes in these currency rates resulted in a decrease of $40,904 in net sales and a decrease of $8,091 in operating income.

        Additionally, NBTY's senior secured credit facilities are subject to market conditions, whereby interest rates will fluctuate based on the Eurodollar LIBOR, as defined in the agreement. Assuming NBTY's senior secured credit facilities are fully drawn, each one eighth percentage point increase or decrease, above the interest rate floor, in the applicable interest rates would correspondingly change our interest expense on our senior secured credit facilities by approximately $2,103 per year.

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

57

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 March 31, 2015, 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 six months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

58

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

Herbal Dietary Supplements

        In February 2015, the New York State Office of the Attorney General ("NY AG") began an investigation concerning the authenticity and purity of herbal supplements and associated marketing. As part of this investigation, the NY AG is reviewing the sufficiency of the measures that several manufacturers and retailers, including NBTY, are taking to independently assess the validity of their representations and advertising in connection with the sale of herbal supplements. NBTY has fully cooperated with the NY AG, however until this investigation is concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY. However, we do not believe the ultimate outcome will have a material adverse effect on our consolidated financial statements.

        Following the NY AG investigation, starting in February 2015, numerous putative class actions were filed in various jurisdictions against NBTY, certain of its customers and/or other companies as to which there may be a duty to defend and indemnify, challenging the authenticity and purity of herbal supplements and associated marketing, under various states' consumer protection statutes. Motions for transfer and consolidation of all of the federal actions as multidistrict litigation into a single district before a single judge ("MDL motions") are currently pending and the hearing date of the MDL motions is scheduled for May 28, 2015. Certain state court actions are proceeding independently or have been removed to federal court and stayed pending a decision on the MDL motions. These cases seek some combination of monetary damages, injunctive relief and specific performance.

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

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.

        In March 2013, NBTY agreed upon a proposed settlement with plaintiffs, which included all cases and resolved all pending claims without any admission of or concession of liability by NBTY, and which provided 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

59

"Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014. In fiscal 2013, NBTY recorded a provision of $12 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 reduced its estimate of exposure to $6.1 million. This reduction in the estimated exposure was reflected in the Company's first quarter results for fiscal 2014.

        On November 19, 2014, the appellate court issued a decision granting the objectors' appeal. The appellate court reversed and remanded the matter to the district court for further proceedings consistent with the appellate court's decision. In April 2015, NBTY agreed upon a revised proposed settlement with certain plaintiffs which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY. The parties have signed settlement documentation providing for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs estimated to be in the amount of $9 million, which resulted in an additional charge of $4.3 million in the second quarter results for fiscal 2015. The settlement has not yet been submitted to the court for preliminary approval. Until the cases are 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 on February 11, 2015 the court issued an Order and Opinion dismissing the class-action. On February 27, 2015, Plaintiff filed an appeal to the court's dismissal of the action and that appeal 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 our consolidated financial statements.

Claims in the Ordinary Course

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

        Over the past several years, we have been served with various false advertising putative class action cases in various U.S. jurisdictions, as have various other companies in the industry. Over the past few years, the number of these cases has increased, such that at any given time we are defending several suits concerning a variety of products. These cases challenge the marketing of the subject dietary supplements under various states' consumer protection statutes and generally seek unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief. Until these cases are resolved, no determination can be made as to the ultimate outcome of the litigation or the amount of liability on our part.

60

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 2014 Annual Report, the quarterly report for the quarter ended December 31, 2014 (the "Q1 Quarterly Report") and the additional risk factors set forth below. These factors could materially adversely affect our business, financial condition, operating results and cash flows. The risks and uncertainties described in the 2014 Annual Report, the Q1 Quarterly Report and below 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. Except as set forth below, there have been no significant changes relating to the risk factors described in the 2014 Annual Report and the Q1 Quarterly Report.

         We may be exposed to legal proceedings or actions initiated by regulators in the United States or abroad that could increase our costs and adversely affect our reputation, revenues and operating income.

        In all jurisdictions in which we operate, non-compliance with relevant legislation can result in regulators bringing administrative, civil or, in some cases, criminal proceedings. In the United States, the FTC has brought and considered bringing actions against us in the past. In China regulators have strengthened administration of regulations on dietary supplements products in anticipation of the Food Safety Law Amendment becoming effective on October 1, 2015. In the United Kingdom, it is common for regulators to prosecute retailers and manufacturers for non-compliance with legislation governing foodstuffs and medicines. In the United States, we are undergoing an audit of our compliance of unclaimed or abandoned property (escheat) laws currently for nineteen states for the years 1986 through the present. On February 2, 2015, the State of New York Office of the Attorney General sent letters to several major retailers demanding that they cease and desist selling their store brands for specific manufacturing lots of a select number of popular herbal supplements that the Attorney General alleges were inaccurately labeledand began an investigation concerning the authenticity and purity of herbal supplements and associated marketing. Because we manufacture certain of these private label products, we have been subject to the Attorney General's investigation as well as numerous legal actions filed in various jurisdictions against us since the investigation. The investigation or these legal actions seek some combination of monetary damages, injunctive relief and specific performance. At this time, no determination can be made as to the ultimate outcome of the investigation or the litigation or the amount of liability on our part but an adverse result in the investigation or the litigation could have a material adverse impact on the industry overall and our business, results of operations, financial condition and cash flows. Our failure to comply with applicable legislation could occur from time to time, and prosecution for any such violations could have a material adverse effect on our business, results of operations, financial condition and cash flows.

61

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.

62

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: May 7, 2015	By:	/s/ STEVEN CAHILLANE Steven Cahillane Chief Executive Officer, President and Director
Date: May 7, 2015	By:	/s/ DIPAK GOLECHHA Dipak Golechha Chief Financial Officer

63

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Steven Cahillane, 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: May 7, 2015

/s/ STEVEN CAHILLANE
Steven Cahillane
Principal Executive Officer

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, Dipak Golechha, 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: May 7, 2015

/s/ DIPAK GOLECHHA
Dipak Golechha
Principal 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 March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Cahillane, 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: May 7, 2015

Signature:

/s/ STEVEN CAHILLANE
Steven Cahillane
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 March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dipak Golechha, 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: May 7, 2015

Signature:

/s/ DIPAK GOLECHHA

Dipak Golechha
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

XML

Fair Value of Financial Instruments (Details 3) In Thousands, unless otherwise specified	0 Months Ended		3 Months Ended		6 Months Ended
	Mar. 01, 2011 Interest rate swaps	Mar. 31, 2011 Interest rate swaps contract	Mar. 31, 2015 Cross currency swaps USD ($)	Mar. 31, 2014 Cross currency swaps USD ($)	Mar. 31, 2015 Cross currency swaps USD ($)	Mar. 31, 2015 Cross currency swaps GBP (£)	Mar. 31, 2014 Cross currency swaps USD ($)	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					$ 300,000	£ 194,200
Fixed interest rate (as a percent)		1.92%
Derivative term	4 years
Forward rate (as a percent)				1.565			1.565
Hedge ineffectiveness (gain) / loss			$ (185)	$ 58	$ 1,749		$ (952)

XML

Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Total assets by segment
Consolidated assets	$ 4,782,800	$ 4,819,122
Reportable Business Segments
Total assets by segment
Consolidated assets	3,981,561	4,068,753
Corporate/Manufacturing
Total assets by segment
Consolidated assets	801,239	750,369
Wholesale segment | Reportable Business Segments
Total assets by segment
Consolidated assets	2,469,040	2,500,659
European Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	890,472	948,010
Direct Response / E-Commerce | Reportable Business Segments
Total assets by segment
Consolidated assets	513,248	512,642
North American Retail | Reportable Business Segments
Total assets by segment
Consolidated assets	$ 108,801	$ 107,442

XML

Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Sep. 30, 2014
Related party transactions
Debt issued	$ 2,107,931		$ 2,107,931		$ 2,099,748
Holdings | Holdco Notes
Related party transactions
Debt issued	1,000,000		1,000,000
Carlyle
Related party transactions
Expected annual consulting fee			3,000
Expenses incurred from transactions with related party	750	750	1,500	1,500
Out of pocket expenditures paid to related party	$ 54	$ 39	$ 388	$ 368

XML

Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Sep. 30, 2014
Changes in goodwill
Balance at the beginning of the period	$ 1,163,282
Foreign currency translation	(44,415)
Balance at the end of the period	1,118,867
European Retail
Changes in goodwill
Balance at the beginning of the period	321,257
Foreign currency translation	(32,839)
Balance at the end of the period	288,418
Direct Response / E-Commerce
Changes in goodwill
Balance at the beginning of the period		203,395
Balance at the end of the period	203,395	203,395
Wholesale segment
Changes in goodwill
Balance at the beginning of the period	638,630
Foreign currency translation	(11,576)
Balance at the end of the period	$ 627,054

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

Mar. 31, 2015

Fair Value of Financial Instruments

Summary of the assets and liabilities measured at fair value on a recurring basis

        The following table summarizes the assets / (liabilities) measured at fair value on a recurring basis at March 31, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,409	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	11,219

        The following table summarizes the assets / (liabilities) liabilities measured at fair value on a recurring basis at September 30, 2014:

	Level 1		Level 2			Level 3
Current (included in accrued expenses and other current liabilities):
Interest rate swaps	$	—	$	(1,151	)	$	—
Cross currency swaps	$	—	$	—		$	(3,857	)
Non-current (included in other liabilities):
Cross currency swaps	$	—	$	—		$	(14,773	)

Schedule of the Level 3 activity related to cross currency swaps

	Three Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Beginning balance:	$	(6,882	)	$	(27,359	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		15,692			(1,862	)		27,440			(6,967	)
Ending balance:	$	8,810		$	(29,221	)	$	8,810		$	(29,221	)

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

	Three Months Ended March 31,
	2015				2014
	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	$	—	$	—	$	(463	)	$	(1,147	)
Net Investment Hedges:
Cross currency swaps		9,481		—		(1,090	)		—
Total	$	9,481	$	—	$	(1,553	)	$	(1,147	)

	Six Months Ended March 31,
	2015						2014
	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	$	(438	)	$	(1,159	)	$	(1,245	)	$	(3,014	)
Net Investment Hedges:
Cross currency swaps		18,651			—			(5,244	)		—
Total	$	18,213		$	(1,159	)	$	(6,489	)	$	(3,014	)

XML

Condensed Consolidating Financial Statements of Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	$ 787,876	$ 779,026	$ 1,613,647	$ 1,606,131
Costs and expenses:
Cost of sales	438,864	431,081	884,044	872,799
Advertising, promotion and catalog	58,505	58,783	105,399	97,305
Selling, general and administrative	235,460	238,894	473,632	471,577
Facility restructuring charges (See Note 2)	4,418		4,418
Total costs and expenses	737,247	728,758	1,467,493	1,441,681
Income from operations	50,629	50,268	146,154	164,450
Other income (expense):
Interest	(32,426)	(33,086)	(67,173)	(67,904)
Miscellaneous, net	2,525	(1,714)	1,170	(725)
Total other income (expense)	(29,901)	(34,800)	(66,003)	(68,629)
Income from operations before income taxes	20,728	15,468	80,151	95,821
Provision for income taxes	7,472	5,568	28,705	32,100
Net income	13,256	9,900	51,446	63,721
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(52,455)	(706)	(82,761)	11,489
Change in fair value of interest rate swaps, net of tax		684	721	1,769
Total other comprehensive (loss) income, net of tax	(52,455)	(22)	(82,040)	13,258
Comprehensive (loss) income	(39,199)	9,878	(30,594)	76,979
Reportable Legal Entities | Parent Company
Costs and expenses:
Selling, general and administrative	27,269	27,813	50,159	50,085
Total costs and expenses	27,269	27,813	50,159	50,085
Income from operations	(27,269)	(27,813)	(50,159)	(50,085)
Other income (expense):
Intercompany interest	(67,428)	(39,121)	(107,237)	(78,829)
Interest	(62,709)	(34,204)	(97,490)	(69,002)
Miscellaneous, net	401	95	(1,345)	1,005
Total other income (expense)	5,120	5,012	8,402	10,832
Income from operations before income taxes	(22,149)	(22,801)	(41,757)	(39,253)
Provision for income taxes	(2,334)	51	(3,499)	(5,318)
Equity in income of subsidiaries	33,071	32,752	89,704	97,656
Net income	13,256	9,900	51,446	63,721
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(52,455)	(706)	(82,761)	11,489
Change in fair value of interest rate swaps, net of tax		684	721	1,769
Total other comprehensive (loss) income, net of tax	(52,455)	(22)	(82,040)	13,258
Comprehensive (loss) income	(39,199)	9,878	(30,594)	76,979
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	517,461	514,810	1,074,822	1,085,876
Costs and expenses:
Cost of sales	324,196	330,923	663,142	672,791
Advertising, promotion and catalog	44,655	47,709	79,602	76,823
Selling, general and administrative	110,835	113,790	225,772	230,670
Facility restructuring charges (See Note 2)	4,418		4,418
Total costs and expenses	484,104	492,422	972,934	980,284
Income from operations	33,357	22,388	101,888	105,592
Other income (expense):
Intercompany interest	62,709	34,204	97,490	69,002
Interest	30,298	605	30,363	605
Miscellaneous, net	183	(1,653)	(660)	(701)
Total other income (expense)	(32,228)	(35,252)	(67,787)	(69,098)
Income from operations before income taxes	1,129	(12,864)	34,101	36,494
Provision for income taxes	412	(5,843)	12,447	12,773
Equity in income of subsidiaries	6,971	7,480	13,304	13,646
Net income	7,688	459	34,958	37,367
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(8,115)	1,398	(13,796)	3,603
Change in fair value of interest rate swaps, net of tax		684	721	1,769
Total other comprehensive (loss) income, net of tax	(8,115)	2,082	(13,075)	5,372
Comprehensive (loss) income	(427)	2,541	21,883	42,739
Reportable Legal Entities | Guarantor Subsidiaries | Adjustments
Other income (expense):
Net income		7,480		13,646
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	283,597	289,468	572,614	574,609
Costs and expenses:
Cost of sales	127,850	125,410	254,691	254,362
Advertising, promotion and catalog	13,850	11,074	25,797	20,482
Selling, general and administrative	97,356	97,291	197,701	190,822
Total costs and expenses	239,056	233,775	478,189	465,666
Income from operations	44,541	55,693	94,425	108,943
Other income (expense):
Intercompany interest	4,719	4,917	9,747	9,827
Interest	(15)	513	(46)	493
Miscellaneous, net	1,941	(156)	3,175	(1,029)
Total other income (expense)	(2,793)	(4,560)	(6,618)	(10,363)
Income from operations before income taxes	41,748	51,133	87,807	98,580
Provision for income taxes	9,394	11,360	19,757	24,645
Net income	32,354	39,773	68,050	73,935
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(53,604)	1,486	(84,051)	8,429
Total other comprehensive (loss) income, net of tax	(53,604)	1,486	(84,051)	8,429
Comprehensive (loss) income	(21,250)	41,259	(16,001)	82,364
Eliminations
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	(13,182)	(25,252)	(33,789)	(54,354)
Costs and expenses:
Cost of sales	(13,182)	(25,252)	(33,789)	(54,354)
Total costs and expenses	(13,182)	(25,252)	(33,789)	(54,354)
Other income (expense):
Equity in income of subsidiaries	(40,042)	(40,232)	(103,008)	(111,302)
Net income	(40,042)	(40,232)	(103,008)	(111,302)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	61,719	(2,884)	97,847	(12,032)
Change in fair value of interest rate swaps, net of tax		(684)	(721)	(1,769)
Total other comprehensive (loss) income, net of tax	61,719	(3,568)	97,126	(13,801)
Comprehensive (loss) income	21,677	(43,800)	(5,882)	(125,103)
Eliminations | Adjustments
Other income (expense):
Net income		$ (7,480)		$ (13,646)

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Litigation Summary (Details) (Glucosamine-Based Dietary Supplements, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Apr. 30, 2015	Dec. 31, 2013	Sep. 30, 2013
Glucosamine-Based Dietary Supplements
Employment class Actions
Potential payments under settlement agreement, maximum		$ 9,000
Additional charges	4,300
Provision as per best estimate			$ 6,100	$ 12,000

XML

Fair Value of Financial Instruments (Details) (Recurring, USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Level 2 | Interest rate swaps
Fair value measurements
Derivative liabilities (included in accrued expenses and other current liabilities)		$ (1,151)
Level 3 | Cross currency swaps
Fair value measurements
Derivative liabilities (included in accrued expenses and other current liabilities)	(2,409)	(3,857)
Derivative liabilities (included in other liabilities)		(14,773)
Derivative assets (included in other assets)	$ 11,219

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015 segment	Mar. 31, 2014
Segment Information
Number of business segments			4
Segment Information
Net sales	$ 787,876	$ 779,026	$ 1,613,647	$ 1,606,131
Income (loss) from operations	50,629	50,268	146,154	164,450
Depreciation and amortization	29,733	25,834	57,798	51,399
Capital expenditures	26,878	25,997	45,967	47,244
Reportable Business Segments
Segment Information
Net sales	787,876	779,026	1,613,647	1,606,131
Income (loss) from operations	82,526	78,009	201,034	214,464
Depreciation and amortization	17,877	16,814	35,654	33,462
Capital expenditures	13,982	13,789	25,795	23,343
Benefit from adjustment to correct inventory, which is included in income (loss) from operations	3,708		3,708
Corporate/Manufacturing
Segment Information
Income (loss) from operations	(31,897)	(27,741)	(54,880)	(50,014)
Depreciation and amortization	11,856	9,020	22,144	17,937
Capital expenditures	12,896	12,208	20,172	23,901
Wholesale segment | Reportable Business Segments
Segment Information
Net sales	454,340	443,449	949,467	948,723
Income (loss) from operations	24,844	19,004	89,673	101,732
Depreciation and amortization	9,026	9,081	18,028	18,167
Capital expenditures	627	172	700	203
Benefit from adjustment to correct inventory, which is included in income (loss) from operations	2,975		2,975
European Retail | Reportable Business Segments
Segment Information
Net sales	216,805	215,317	430,402	420,229
Income (loss) from operations	46,082	49,915	92,397	93,875
Depreciation and amortization	5,107	4,133	10,156	8,177
Capital expenditures	12,449	9,547	23,153	14,868
European Retail | Reportable Business Segments | Holland & Barrett
Segment Information
Number of stores	992		992
European Retail | Reportable Business Segments | Holland & Barrett | U.K.
Segment Information
Number of stores	684		684
European Retail | Reportable Business Segments | Holland & Barrett | Netherlands
Segment Information
Number of stores	145		145
Number of franchised stores	5		5
European Retail | Reportable Business Segments | Holland & Barrett | Ireland
Segment Information
Number of stores	48		48
European Retail | Reportable Business Segments | Holland & Barrett | Belgium
Segment Information
Number of stores	17		17
European Retail | Reportable Business Segments | Holland & Barrett | China
Segment Information
Number of franchised stores	30		30
European Retail | Reportable Business Segments | Holland & Barrett | Singapore
Segment Information
Number of franchised stores	30		30
European Retail | Reportable Business Segments | Holland & Barrett | United Arab Emirates
Segment Information
Number of franchised stores	14		14
European Retail | Reportable Business Segments | Holland & Barrett | Cyprus
Segment Information
Number of franchised stores	10		10
European Retail | Reportable Business Segments | Holland & Barrett | Malta
Segment Information
Number of franchised stores	5		5
European Retail | Reportable Business Segments | Holland & Barrett | Kuwait
Segment Information
Number of franchised stores	2		2
European Retail | Reportable Business Segments | Holland & Barrett | Gibraltar
Segment Information
Number of franchised stores	1		1
European Retail | Reportable Business Segments | Holland & Barrett | Spain
Segment Information
Number of franchised stores	1		1
European Retail | Reportable Business Segments | GNC (UK) stores | U.K.
Segment Information
Number of stores	49		49
Direct Response / E-Commerce | Reportable Business Segments
Segment Information
Net sales	63,375	63,601	126,517	123,963
Income (loss) from operations	6,990	7,388	13,050	14,363
Depreciation and amortization	2,839	2,833	5,670	5,645
Capital expenditures	258	113	271	682
Benefit from adjustment to correct inventory, which is included in income (loss) from operations	397		397
North American Retail | Reportable Business Segments
Segment Information
Net sales	53,356	56,659	107,261	113,216
Income (loss) from operations	4,610	1,702	5,914	4,494
Depreciation and amortization	905	767	1,800	1,473
Capital expenditures	648	3,957	1,671	7,590
Benefit from adjustment to correct prepaid rent, which is included in income (loss) from operations	2,520		2,520
Benefit from adjustment to correct inventory, which is included in income (loss) from operations	$ 336		$ 336
North American Retail | Reportable Business Segments | Vitamin World
Segment Information
Number of stores	390		390

XML

Inventories

6 Months Ended

Mar. 31, 2015

Inventories

Inventories

3. Inventories

        The components of inventories are as follows:

	March 31, 2015		September 30, 2014
Raw materials	$	196,133	$	217,697
Work-in-process		22,132		20,898
Finished goods		561,835		614,631
Total	$	780,100	$	853,226

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Income Taxes
Effective income tax rate (as a percent)	36.00%	36.00%	35.80%	33.50%
Accrued interest	$ 563		$ 563
Accrued penalties	$ 174		$ 174

XML

Condensed Consolidating Financial Statements of Guarantors (Tables)

6 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Statements of Guarantors

Schedule of condensed consolidating balance sheet

Condensed Consolidating Balance Sheet
As of March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	149,486		$	2,732		$	98,180		$	—		$	250,398
Accounts receivable, net		—			163,443			45,008			—			208,451
Intercompany		29,257			—			25,268			(54,525	)		—
Inventories		—			587,139			192,961			—			780,100
Deferred income taxes		—			24,856			1,747			—			26,603
Other current assets		876			18,393			29,539			—			48,808
Total current assets		179,619			796,563			392,703			(54,525	)		1,314,360
Property, plant and equipment, net		112,284			287,773			191,838			—			591,895
Goodwill		—			726,354			392,513			—			1,118,867
Other intangible assets, net		—			1,418,079			318,442			—			1,736,521
Other assets		1,312			19,821			24			—			21,157
Intercompany loan receivable		2,418,909			1,210,172			—			(3,629,081	)		—
Investments in subsidiaries		2,100,597			139,638			—			(2,240,235	)		—
Total assets	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	174		$	—		$	174
Accounts payable		—			185,414			84,280			—			269,694
Intercompany		—			54,525			—			(54,525	)		—
Accrued expenses and other current liabilities		31,666			160,168			43,187			—			235,021
Total current liabilities		31,666			400,107			127,641			(54,525	)		504,889
Intercompany loan payable		1,210,172			2,107,441			311,468			(3,629,081	)		—
Long-term debt, net of current portion		2,107,441			—			316			—			2,107,757
Deferred income taxes		22,279			570,727			98,761			—			691,767
Other liabilities		—			14,879			22,345			—			37,224
Total liabilities		3,371,558			3,093,154			560,531			(3,683,606	)		3,341,637
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,562,427			1,408,921			746,911			(2,155,832	)		1,562,427
(Accumulated deficit) retained earnings		(10,021	)		115,433			92,620			(208,053	)		(10,021	)
Accumulated other comprehensive income (loss)		(111,243	)		(19,108	)		(104,542	)		123,650			(111,243	)
Total stockholder's equity		1,441,163			1,505,246			734,989			(2,240,235	)		1,441,163
Total liabilities and stockholder's equity	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800

Condensed Consolidating Balance Sheet
As of September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	77,550		$	751		$	61,187			—		$	139,488
Accounts receivable, net		—			130,749			44,952			—			175,701
Intercompany		30,425			—			32,102			(62,527	)		—
Inventories		—			650,484			202,742			—			853,226
Deferred income taxes		—			27,002			1,913			—			28,915
Other current assets		2,618			18,048			40,843			—			61,509
Total current assets		110,593			827,034			383,739			(62,527	)		1,258,839
Property, plant and equipment, net		95,022			304,274			197,906			—			597,202
Goodwill		—			726,354			436,928			—			1,163,282
Other intangible assets, net		—			1,439,374			352,218			—			1,791,592
Other assets		—			8,116			91			—			8,207
Intercompany loan receivable		2,438,743			1,060,793			—			(3,499,536	)		—
Investments in subsidiaries		2,095,763			148,921			—			(2,244,684	)		—
Total assets	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	261		$	—		$	261
Accounts payable		—			140,761			87,116			—			227,877
Intercompany		—			62,527			—			(62,527	)		—
Accrued expenses and other current liabilities		34,282			112,136			74,638			—			221,056
Total current liabilities		34,282			315,424			162,015			(62,527	)		449,194
Intercompany loan payable		1,060,793			2,098,900			339,843			(3,499,536	)		—
Long-term debt, net of current portion		2,098,900			—			587			—			2,099,487
Deferred income taxes		22,280			586,116			99,566			—			707,962
Other liabilities		14,773			13,732			24,881			—			53,386
Total liabilities		3,231,028			3,014,172			626,892			(3,562,063	)		3,310,029
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,561,014			1,417,462			739,911			(2,157,373	)		1,561,014
(Accumulated deficit) retained earnings		(22,718	)		89,265			24,570			(113,835	)		(22,718	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,509,093			1,500,694			743,990			(2,244,684	)		1,509,093
Total liabilities and stockholder's equity	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122

Schedule of condensed consolidating statement of operations and comprehensive income (loss)

Consolidated Statements of Operations and Comprehensive (Loss) Income
For three months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,461		$	283,597		$	(13,182	)	$	787,876
Costs and expenses:
Cost of sales		—			324,196			127,850			(13,182	)		438,864
Advertising, promotion and catalog		—			44,655			13,850			—			58,505
Selling, general and administrative		27,269			110,835			97,356			—			235,460
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		27,269			484,104			239,056			(13,182	)		737,247
Income (loss) from operations		(27,269	)		33,357			44,541			—			50,629
Other income (expense):
Intercompany interest		67,428			(62,709	)		(4,719	)		—			—
Interest		(62,709	)		30,298			(15	)		—			(32,426	)
Miscellaneous, net		401			183			1,941			—			2,525
		5,120			(32,228	)		(2,793	)		—			(29,901	)
Income (loss) before income taxes		(22,149	)		1,129			41,748			—			20,728
Provision (benefit) for income taxes		(2,334	)		412			9,394			—			7,472
Equity in income of subsidiaries		33,071			6,971			—			(40,042	)		—
Net income (loss)		13,256			7,688			32,354			(40,042	)		13,256
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Comprehensive (loss) income	$	(39,199	)	$	(427	)	$	(21,250	)	$	21,677		$	(39,199	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	514,810		$	289,468		$	(25,252	)	$	779,026
Costs and expenses:
Cost of sales		—			330,923			125,410			(25,252	)		431,081
Advertising, promotion and catalog		—			47,709			11,074			—			58,783
Selling, general and administrative		27,813			113,790			97,291			—			238,894
		27,813			492,422			233,775			(25,252	)		728,758
Income (loss) from operations		(27,813	)		22,388			55,693			—			50,268
Other income (expense):
Intercompany interest		39,121			(34,204	)		(4,917	)		—			—
Interest		(34,204	)		605			513			—			(33,086	)
Miscellaneous, net		95			(1,653	)		(156	)		—			(1,714	)
		5,012			(35,252	)		(4,560	)		—			(34,800	)
Income (loss) before income taxes		(22,801	)		(12,864	)		51,133			—			15,468
Provision (benefit) for income taxes		51			(5,843	)		11,360			—			5,568
Equity in income of subsidiaries		32,752			7,480			—			(40,232	)		—
Net income (loss)	$	9,900		$	459		$	39,773		$	(40,232	)	$	9,900
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(706	)		1,398			1,486			(2,884	)		(706	)
Change in fair value of interest rate swaps net of taxes		684			684			—			(684	)		684
Total other comprehensive income (loss), net of tax		(22	)		2,082			1,486			(3,568	)		(22	)
Comprehensive income (loss)	$	9,878		$	2,541		$	41,259		$	(43,800	)	$	9,878

Consolidated Statements of Operations and Comprehensive (Loss) Income
For six months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,074,822		$	572,614		$	(33,789	)	$	1,613,647
Costs and expenses:
Cost of sales		—			663,142			254,691			(33,789	)		884,044
Advertising, promotion and catalog		—			79,602			25,797			—			105,399
Selling, general and administrative		50,159			225,772			197,701			—			473,632
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		50,159			972,934			478,189			(33,789	)		1,467,493
Income (loss) from operations		(50,159	)		101,888			94,425			—			146,154
Other income (expense):
Intercompany interest		107,237			(97,490	)		(9,747	)		—			—
Interest		(97,490	)		30,363			(46	)		—			(67,173	)
Miscellaneous, net		(1,345	)		(660	)		3,175			—			1,170
		8,402			(67,787	)		(6,618	)		—			(66,003	)
Income (loss) before income taxes		(41,757	)		34,101			87,807			—			80,151
Provision (benefit) for income taxes		(3,499	)		12,447			19,757			—			28,705
Equity in income of subsidiaries		89,704			13,304			—			(103,008	)		—
Net income (loss)		51,446			34,958			68,050			(103,008	)		51,446
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(82,761	)		(13,796	)		(84,051	)		97,847			(82,761	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(82,040	)		(13,075	)		(84,051	)		97,126			(82,040	)
Comprehensive (loss) income	$	(30,594	)	$	21,883		$	(16,001	)	$	(5,882	)	$	(30,594	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,085,876		$	574,609		$	(54,354	)	$	1,606,131
Costs and expenses:
Cost of sales		—			672,791			254,362			(54,354	)		872,799
Advertising, promotion and catalog		—			76,823			20,482			—			97,305
Selling, general and administrative		50,085			230,670			190,822			—			471,577
		50,085			980,284			465,666			(54,354	)		1,441,681
Income (loss) from operations		(50,085	)		105,592			108,943			—			164,450
Other income (expense):
Intercompany interest		78,829			(69,002	)		(9,827	)		—			—
Interest		(69,002	)		605			493			—			(67,904	)
Miscellaneous, net		1,005			(701	)		(1,029	)		—			(725	)
		10,832			(69,098	)		(10,363	)		—			(68,629	)
Income (loss) before income taxes		(39,253	)		36,494			98,580			—			95,821
Provision (benefit) for income taxes		(5,318	)		12,773			24,645			—			32,100
Equity in income of subsidiaries		97,656			13,646			—			(111,302	)		—
Net income (loss)	$	63,721		$	37,367		$	73,935		$	(111,302	)	$	63,721
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,489			3,603			8,429			(12,032	)		11,489
Change in fair value of interest rate swaps net of taxes		1,769			1,769			—			(1,769	)		1,769
Total other comprehensive income (loss), net of tax		13,258			5,372			8,429			(13,801	)		13,258
Comprehensive income (loss)	$	76,979		$	42,739		$	82,364		$	(125,103	)	$	76,979

Schedule of condensed consolidating statement of cash flows

Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(20,970	)	$	163,021		$	70,775		$	(8,789	)	$	204,037
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,373	)		(4,660	)		(23,934	)		—			(45,967	)
Proceeds from sale of equipment		—			260			—			—			260
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(24,373	)		(4,400	)		(23,934	)		7,000			(45,707	)
Cash flows from financing activities:
Principal payments		—			—			(255	)		—			(255	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		156,640			(156,640	)		—			—			—
Net cash provided by (used in) financing activities		117,279			(156,640	)		(2,044	)		1,789			(39,616	)
Effect of exchange rate changes on cash		—			—			(7,804	)		—			(7,804	)
Net increase in cash and cash equivalents		71,936			1,981			36,993			—			110,910
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	149,486		$	2,732		$	98,180		$	—		$	250,398

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,110	)	$	9,042		$	16,702		$	(16,703	)	$	(2,069	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Net cash used in investing activities		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Cash flows from financing activities:
Principal payments		—			—			(215	)		—			(215	)
Dividends paid		(21,313	)		(5,835	)		(5,835	)		11,670			(21,313	)
Intercompany accounts		8,700			(8,700	)		—			—			—
Net cash used in financing activities		(12,613	)		(14,535	)		(6,050	)		11,670			(21,528	)
Effect of exchange rate changes on cash		—			—			1,213			—			1,213
Net decrease in cash and cash equivalents		(26,061	)		(35,357	)		(3,177	)		(5,033	)		(69,628	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	55,295		$	—		$	78,671		$	(5,033	)	$	128,933

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Segment Information (Tables)

6 Months Ended

Mar. 31, 2015

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 March 31, 2015:(1)
Net sales	$	454,340	$	216,805	$	63,375	$	53,356	$	787,876	$	—		$	787,876
Income (loss) from operations		24,844		46,082		6,990		4,610		82,526		(31,897	)		50,629
Depreciation and amortization		9,026		5,107		2,839		905		17,877		11,856			29,733
Capital expenditures		627		12,449		258		648		13,982		12,896			26,878
Three Months Ended March 31, 2014:
Net sales	$	443,449	$	215,317	$	63,601	$	56,659	$	779,026	$	—		$	779,026
Income (loss) from operations		19,004		49,915		7,388		1,702		78,009		(27,741	)		50,268
Depreciation and amortization		9,081		4,133		2,833		767		16,814		9,020			25,834
Capital expenditures		172		9,547		113		3,957		13,789		12,208			25,997
Six Months Ended March 31, 2015:(1)(2)
Net sales	$	949,467	$	430,402	$	126,517	$	107,261	$	1,613,647	$	—		$	1,613,647
Income (loss) from operations		89,673		92,397		13,050		5,914		201,034		(54,880	)		146,154
Depreciation and amortization		18,028		10,156		5,670		1,800		35,654		22,144			57,798
Capital expenditures		700		23,153		271		1,671		25,795		20,172			45,967
Six Months Ended March 31, 2014:
Net sales	$	948,723	$	420,229	$	123,963	$	113,216	$	1,606,131	$	—		$	1,606,131
Income (loss) from operations		101,732		93,875		14,363		4,494		214,464		(50,014	)		164,450
Depreciation and amortization		18,167		8,177		5,645		1,473		33,462		17,937			51,399
Capital expenditures		203		14,868		682		7,590		23,343		23,901			47,244

(1)	Included in the North American Retail segment's income (loss) from operations for the three and six months ended March 31, 2015, is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit of $2,520 was recorded.
(2)	Included in the income (loss) from operations for the six months ended March 31, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Wholesale, Direct Response / E-Commerce and North American Retail segments by $2,975, $397, and $336, respectively.

Schedule of total assets by segment

	March 31, 2015		September 30, 2014
Reportable Business Segments:
Wholesale	$	2,469,040	$	2,500,659
European Retail		890,472		948,010
Direct Response / E-Commerce		513,248		512,642
North American Retail		108,801		107,442
Total Reportable Business Segments:		3,981,561		4,068,753
Corporate / Manufacturing		801,239		750,369
Consolidated assets	$	4,782,800	$	4,819,122

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	$ (58,788)	$ (303)	$ (29,203)	$ (13,582)
Other comprehensive income (loss) before reclassifications	(52,455)	(1,167)	(83,199)	10,244
Amount reclassified from accumulated other comprehensive income (loss)		1,146	1,159	3,014
Balance at end of period	(111,243)	(324)	(111,243)	(324)
Foreign currency translation adjustment
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	(58,788)	2,514	(28,482)	(9,680)
Other comprehensive income (loss) before reclassifications	(52,455)	(705)	(82,761)	11,489
Balance at end of period	(111,243)	1,809	(111,243)	1,809
Gains and losses on cash flow hedges
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period		(2,817)	(721)	(3,902)
Other comprehensive income (loss) before reclassifications		(462)	(438)	(1,245)
Amount reclassified from accumulated other comprehensive income (loss)		1,146	1,159	3,014
Balance at end of period		$ (2,133)		$ (2,133)

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Basis of Presentation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2015	Sep. 30, 2014
Accounts receivable reserves
Total accounts receivable reserves	$ 89,807	$ 89,807	$ 101,741
Correction of immaterial errors
Reduction of selling, general and administrative expenses	(2,520)	(2,520)
Reduction of cost of sales	0	0
Increase in label inventory	3,708	3,708
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	71,403	71,403	83,768
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	15,821	15,821	15,409
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	$ 2,583	$ 2,583	$ 2,564

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Sale of Nutritional Bar and Powder Product Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended		0 Months Ended	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 03, 2015	Mar. 31, 2015
Divestiture
Accelerated depreciation charges	$ 35,123	$ 28,262
Nutritional Bar and Powder Product Assets
Divestiture
Sales price of assets and transferred contracts			17,000
Period for purchase of nutritional bar and powder products under agreements (in years)			10 years
Cumulative charges			15,000
Accelerated depreciation			11,500
Workforce reduction			2,200
Other costs			1,300
Charges related to divestiture	4,418			4,418
Severance and employee related costs	2,171			2,171
Accelerated depreciation charges	1,647			1,647
Other costs	$ 600			$ 600

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Sale of Nutritional Bar and Powder Product Assets

6 Months Ended

Mar. 31, 2015

Sale of Nutritional Bar and Powder Product Assets

Sale of Nutritional Bar and Powder Product Assets

2. Sale of Nutritional Bar and Powder Product Assets

        On March 3, 2015, NBTY and Nellson Nutraceutical, LLC ("Nellson") entered into (i) a bar asset purchase agreement,(the "Bar APA") and (ii) a powder asset purchase agreement (the "Powder APA" and, together with the Bar APA, the "APAs"), pursuant to which NBTY agreed to sell certain production assets, raw materials, packaging, labeling, in process products, component inventories and contracts (the "Transferred Assets") associated with NBTY's nutritional bar and powder manufacturing operations (the "Divested Manufacturing Operations").

        The aggregate sales price for the production assets and transferred contracts is approximately $17,000. The sales price for the raw materials, packaging, labels, work in process and component inventories to be transferred under each of the APAs will be equal to NBTY's cost for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        The closing of the sale pursuant to the Powder APA is expected to occur on or around the end of May 2015, and the closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, in each case subject to customary closing conditions.

        In connection with the APAs, NBTY has entered into supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years. NBTY currently manufactures using the Transferred Assets.

        As a result of these arrangements, the Company will incur cumulative charges of approximately $15,000 before tax over the period in which these transactions are completed, of which charges will consist primarily of accelerated depreciation of approximately $11,500 (non-cash); costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $1,300. All costs associated with the Divested Manufacturing Operations will be reflected in the Corporate / Manufacturing segment.

        Charges related to this divestiture of $4,418 for the three and six months ended March 31, 2015 were $2,171 for severance and employee related costs, $1,647 for accelerated depreciation and $600 of other costs.

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Inventories
Raw materials	$ 196,133	$ 217,697
Work-in-process	22,132	20,898
Finished goods	561,835	614,631
Total inventories	$ 780,100	$ 853,226

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Fair Value of Financial Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
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)	$ 9,481	$ (1,553)	$ 18,213	$ (6,489)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,147)	(1,159)	(3,014)
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)		(463)	(438)	(1,245)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,147)	(1,159)	(3,014)
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)	$ 9,481	$ (1,090)	$ 18,651	$ (5,244)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013
Current assets:
Cash and cash equivalents	$ 250,398	$ 250,398	$ 139,488	$ 128,933		$ 198,561
Accounts receivable, net	208,451		175,701
Inventories	780,100		853,226
Deferred income taxes	26,603		28,915
Other current assets	48,808		61,509
Total current assets	1,314,360		1,258,839
Property, plant and equipment, net	591,895		597,202
Goodwill	1,118,867		1,163,282
Intangible assets, net	1,736,521		1,791,592
Other assets	21,157		8,207
Total assets	4,782,800		4,819,122
Current liabilities:
Current portion long-term debt	174		261
Accounts payable	269,694		227,877
Accrued expenses and other current liabilities	235,021		221,056
Total current liabilities	504,889		449,194
Long-term debt, net of current portion	2,107,757		2,099,487
Deferred income taxes	691,767		707,962
Other liabilities	37,224		53,386
Total liabilities	3,341,637		3,310,029
Commitments and contingencies
Stockholder's equity:
Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding
Capital in excess of par	1,562,427		1,561,014
Accumulated deficit	(10,021)		(22,718)
Accumulated other comprehensive loss	(111,243)	(58,788)	(29,203)	(324)	(303)	(13,582)
Total stockholder's equity	1,441,163		1,509,093
Total liabilities and stockholder's equity	$ 4,782,800		$ 4,819,122

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Business and Credit Concentration (Details) (Customer concentration risk)	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Sep. 30, 2014
Net sales | Customer A
Business and Credit Concentration
Percentage of concentration risk	11.00%	12.00%	10.00%	12.00%
Net sales | Customer A | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	19.00%	21.00%	18.00%	20.00%
Net sales | Customer B
Business and Credit Concentration
Percentage of concentration risk	6.00%	5.00%	8.00%	8.00%
Net sales | Customer B | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	10.00%	8.00%	14.00%	13.00%
Net sales | Customer C
Business and Credit Concentration
Percentage of concentration risk			6.00%	5.00%
Net sales | Customer C | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk			10.00%	9.00%
Gross accounts receivable | Customer A | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	12.00%				13.00%
Gross accounts receivable | Customer B | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	12.00%				11.00%
Gross accounts receivable | Customer C | Wholesale segment
Business and Credit Concentration
Percentage of concentration risk	10.00%				9.00%

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net income	$ 51,446	$ 63,721
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Impairments and disposals of assets	945	5,324
Depreciation of property, plant and equipment	35,123	28,262
Amortization of intangible assets	22,675	23,137
Foreign currency transaction (gain) loss	(55)	376
Amortization and write-off of deferred financing fees	9,581	9,408
Stock-based compensation	1,406	2,556
Allowance for doubtful accounts	256	303
Inventory reserves	12,401	4,752
Deferred income taxes	(8,379)	(3,041)
Changes in operating assets and liabilities:
Accounts receivable	(38,566)	5,552
Inventories	42,479	(135,680)
Other assets	7,569	7,005
Accounts payable	46,802	4,069
Accrued expenses and other liabilities	20,354	(17,813)
Net cash provided by (used in) operating activities	204,037	(2,069)
Cash flows from investing activities:
Purchases of property, plant and equipment	(45,967)	(47,244)
Proceeds from sale of equipment	260
Net cash used in investing activities	(45,707)	(47,244)
Cash flows from financing activities:
Principal payments	(255)	(215)
Payments for financing fees	(611)
Dividends paid	(38,750)	(21,313)
Net cash used in financing activities	(39,616)	(21,528)
Effect of exchange rate changes on cash and cash equivalents	(7,804)	1,213
Net increase (decrease) in cash and cash equivalents	110,910	(69,628)
Cash and cash equivalents at beginning of period	139,488	198,561
Cash and cash equivalents at end of period	250,398	128,933
Property, plant and equipment additions included in total liabilities	$ 12,732	$ 4,896

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Goodwill and Intangible Assets (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Goodwill and Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,316	$ 11,534	$ 22,675	$ 23,137
Estimated amortization expense
2015	45,000		45,000
2016	45,000		45,000
2017	45,000		45,000
2018	45,000		45,000
2019	$ 45,000		$ 45,000

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Inventories (Tables)

6 Months Ended

Mar. 31, 2015

Inventories

Schedule of components of inventories

	March 31, 2015		September 30, 2014
Raw materials	$	196,133	$	217,697
Work-in-process		22,132		20,898
Finished goods		561,835		614,631
Total	$	780,100	$	853,226

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended	1 Months Ended		6 Months Ended	3 Months Ended	0 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Oct. 31, 2012	Mar. 31, 2015	Dec. 31, 2014	Nov. 20, 2014	Dec. 12, 2013	Mar. 21, 2013	Oct. 17, 2012	Oct. 01, 2010
Long-Term Debt
Total Long-term Debt	$ 2,099,748			2,107,931
Less: current portion	(261)			(174)
Long-term debt, net of current portion	2,099,487			2,107,757
Adjustment made due to new guidance
Adjustments
Long-term debt	(58,600)
Other assets	(41,285)
Other current assets	(17,315)
Parent Company
Long-Term Debt
Consent fee		18,560							17,345
Dividend paid		445,537	721,682
Term loan B-2
Long-Term Debt
Principal amount	1,507,500			1,507,500
Net unamortized premium (discount) on Holdco Notes	(45,539)			(38,375)
Total Long-term Debt	1,461,961			1,469,125
Face amount of debt								1,507,500
Portion of excess cash flow (as defined) as part of additional prepayments on term loan (as a percent)				50.00%
Term loan B-2 | Eurodollar (LIBOR)
Long-Term Debt
Floor for reference rate (as a percent)				1.00%
Margin rate over reference rate (as a percent)				2.50%
Term loan B-2 | Base rate
Long-Term Debt
Floor for reference rate (as a percent)				2.00%
Margin rate over reference rate (as a percent)				1.50%
Notes
Long-Term Debt
Principal amount	650,000			650,000
Net unamortized premium (discount) on Holdco Notes	(13,061)			(11,684)
Total Long-term Debt	636,939			638,316
Face amount of debt										650,000
Interest rate on debt instrument (as a percent)										9.00%
Notes | On or after October 1, 2014
Long-Term Debt
Redemption price as a percentage of principal amount					104.50%
Notes | On or after October 1, 2015
Long-Term Debt
Redemption price as a percentage of principal amount					102.25%
Notes | On and after October 1, 2016 and thereafter
Long-Term Debt
Redemption price as a percentage of principal amount					100.00%
Other
Long-Term Debt
Total Long-term Debt	848			490
Revolving credit facility
Long-Term Debt
Borrowing capacity	200,000			175,000		175,000
Outstanding balance				0
Letters of credit				4,400
Net availability				170,600
Step down percentage upon achievement of a total senior secured leverage ratio (as a percent)				0.25%
Write off deferred financing cost						359
Financing costs capitalized						611
Unused line fee percentage				0.50%
Fronting fee Percentage				0.25%
Revolving credit facility | Eurodollar (LIBOR)
Long-Term Debt
Margin rate over reference rate (as a percent)				3.25%
Revolving credit facility | Base rate
Long-Term Debt
Margin rate over reference rate (as a percent)				2.25%
Holdco Notes
Long-Term Debt
Face amount of debt									550,000
Holdco Notes | Parent Company
Long-Term Debt
Face amount of debt							450,000		550,000
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
Holdco Notes | Parent Company | Equal or exceed 75%, but less than 100%
Long-Term Debt
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 cash				75.00%
Holdco Notes | Parent Company | Equal or exceed 50%, but less than 75%
Long-Term Debt
Percentage of outstanding principal amount in which interest is payable in kind				50.00%
Percentage of outstanding principal amount in which interest is payable in cash				50.00%
Holdco Notes | Parent Company | Equal or exceed 25%, but less than 50%
Long-Term Debt
Percentage of outstanding principal amount in which interest is payable in kind				75.00%
Percentage of outstanding principal amount in which interest is payable in cash				25.00%
Holdco Notes | Minimum | Parent Company | Equal or exceed 75%, but less than 100%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				75.00%
Holdco Notes | Minimum | Parent Company | Equal or exceed 50%, but less than 75%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				50.00%
Holdco Notes | Minimum | Parent Company | Equal or exceed 25%, but less than 50%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				25.00%
Holdco Notes | Maximum | Parent Company | Equal or exceed 75%, but less than 100%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				100.00%
Holdco Notes | Maximum | Parent Company | Equal or exceed 50%, but less than 75%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				75.00%
Holdco Notes | Maximum | Parent Company | Equal or exceed 25%, but less than 50%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				50.00%
Holdco Notes | Maximum | Parent Company | Less than 25%
Long-Term Debt
Applicable amount for interest period expressed as a percentage of the aggregate amount of cash interest				25.00%
Holdco Notes | On or after November 1, 2014 | Holdings
Long-Term Debt
Redemption price as a percentage of principal amount				102.00%
Holdco Notes | On or after November 1, 2015 | Holdings
Long-Term Debt
Redemption price as a percentage of principal amount				101.00%
Holdco Notes | On or after November 1, 2016 and thereafter | Holdings
Long-Term Debt
Redemption price as a percentage of principal amount				100.00%
Term loan B-1
Long-Term Debt
Face amount of debt repurchased								1,750,000
Write off deferred financing cost								4,232
Call premium on term loan								1,151
Financing costs capitalized								15,190
Remaining portion of the call premium capitalized								$ 13,924

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Long-Term Debt (Tables)

6 Months Ended

Mar. 31, 2015

Schedule of components of long-term debt

	March 31, 2015			September 30, 2014
Senior Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(38,375	)		(45,539	)
		1,469,125			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(11,684	)		(13,061	)
		638,316			636,939
Other		490			848
		2,107,931			2,099,748
Less current portion		(174	)		(261	)
Total	$	2,107,757		$	2,099,487

Holdco Notes

Schedule of redemption prices of Holdco Notes

Period	Redemption Price
2014		102.00	%
2015		101.00	%
2016 and thereafter		100.00	%

Notes

Schedule of redemption prices of Notes

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

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Basis of Presentation

6 Months Ended

Mar. 31, 2015

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, 2014, including the notes thereto (our "2014 Financial Statements") included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 ("2014 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 2014 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

        During the three and six months ended March 31, 2015, the Company identified and recorded adjustments for immaterial errors in its previously reported financial statements. Accordingly, we recorded a reduction in selling, general and administrative expenses of $2,520, primarily related to prepaid rent in our retail operations and a reduction in cost of sales of $0, and $3,708 to increase the value of its label inventory for the three and six months ended March 31, 2015, respectively, which has an immaterial impact on the current year financial statements.

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 and intangible assets; stock-based compensation; income taxes and accruals for the outcome of current litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	March 31, 2015		September 30, 2014
Promotional program incentive allowances	$	71,403	$	83,768
Allowance for sales returns		15,821		15,409
Allowance for doubtful accounts		2,583		2,564
	$	89,807	$	101,741

Recent Accounting Developments

        In January 2015, the Financial Accounting Standards Board ("FASB") issued guidance which eliminates from GAAP the concept of extraordinary items. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted, provided that adoption is applied from the beginning of the fiscal year of adoption. This guidance may be applied prospectively or retrospectively to all prior periods presented in the financial statements. The adoption of this guidance is not expected to have an impact on our consolidated financial statements.

        In February 2015, the FASB issued guidance that amends the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for the Company beginning October 1, 2016, with early adoption permitted. This new guidance is not expected to have a material impact on our consolidated financial statements.

        In April 2015, the FASB issued guidance which changes the presentation of debt issuance costs. Under the new guidance, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with the current literature for accounting for debt discounts. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. This guidance has been early adopted as of March 31, 2015 and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

Revision

        See Note 13 for a revision that was made to the Condensed Consolidating Financial Statements of Guarantors.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Sep. 30, 2014
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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Related Party Transactions

6 Months Ended

Mar. 31, 2015

Related Party Transactions

Related Party Transactions

11. Related Party Transactions

Consulting Agreement—The Carlyle Group ("Carlyle")

        NBTY entered into a consulting agreement with Carlyle under which it pays Carlyle a fee for consulting services Carlyle provides to it and its subsidiaries. Under this agreement, subject to certain conditions, NBTY expects to pay an annual consulting fee to Carlyle of $3,000; NBTY reimburses Carlyle for out-of-pocket expenses, and may pay Carlyle additional fees associated with other future transactions. For the three and six months ended March 31, 2015 and 2014, these fees totaled $750 and $1,500, in each of the respective periods, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $54 and $39 for the three months ended March 31, 2015 and 2014, respectively, and $388 and $368 for the six months ended March 31, 2015 and 2014, respectively.

Services from Portfolio Companies of Funds Affiliated with Carlyle

        From time to time, we receive services from other portfolio companies of funds that are affiliated with Carlyle, but these services are not material and such services are provided on an arms-length basis.

Holdings

        Holdings does not have any operations or cash flow other than dividends from NBTY. Holdings has $1,000,000 of Holdco Notes and relies on dividends from NBTY to service the debt. See Note 5 Long-Term Debt for further information.

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Document and Entity Information	6 Months Ended
	Mar. 31, 2015	May 04, 2015
Document and Entity Information
Entity Registrant Name	NBTY INC
Entity Central Index Key	0000070793
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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Segment Information

6 Months Ended

Mar. 31, 2015

Segment Information

Segment Information

12. 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 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 992 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 684 in the UK, 145 in the Netherlands, 48 in Ireland, 17 in Belgium; and franchised stores in the following countries: 30 in China, 30 in Singapore, 14 in United Arab Emirates, 10 in Cyprus, five in each of Malta and the Netherlands, two in Kuwait and one in each of Gibraltar and Spain. We also have 49 GNC branded UK stores, as well as internet-based sales from www.hollandandbarrett.com, www.hollandandbarrett.co.uk, www.hollandandbarrett.ie,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. We are currently in the process of co-branding the De Tuinen, Essenza and Natures Way stores to leverage the value of the Holland & Barrett brand.

• Direct Response/E-Commerce—This segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalogs and the 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 390 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.  

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

	Total Reportable Business Segments
	Wholesale		European Retail		Direct Response/ E-Commerce		North American Retail		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended March 31, 2015:(1)
Net sales	$	454,340	$	216,805	$	63,375	$	53,356	$	787,876	$	—		$	787,876
Income (loss) from operations		24,844		46,082		6,990		4,610		82,526		(31,897	)		50,629
Depreciation and amortization		9,026		5,107		2,839		905		17,877		11,856			29,733
Capital expenditures		627		12,449		258		648		13,982		12,896			26,878
Three Months Ended March 31, 2014:
Net sales	$	443,449	$	215,317	$	63,601	$	56,659	$	779,026	$	—		$	779,026
Income (loss) from operations		19,004		49,915		7,388		1,702		78,009		(27,741	)		50,268
Depreciation and amortization		9,081		4,133		2,833		767		16,814		9,020			25,834
Capital expenditures		172		9,547		113		3,957		13,789		12,208			25,997
Six Months Ended March 31, 2015:(1)(2)
Net sales	$	949,467	$	430,402	$	126,517	$	107,261	$	1,613,647	$	—		$	1,613,647
Income (loss) from operations		89,673		92,397		13,050		5,914		201,034		(54,880	)		146,154
Depreciation and amortization		18,028		10,156		5,670		1,800		35,654		22,144			57,798
Capital expenditures		700		23,153		271		1,671		25,795		20,172			45,967
Six Months Ended March 31, 2014:
Net sales	$	948,723	$	420,229	$	123,963	$	113,216	$	1,606,131	$	—		$	1,606,131
Income (loss) from operations		101,732		93,875		14,363		4,494		214,464		(50,014	)		164,450
Depreciation and amortization		18,167		8,177		5,645		1,473		33,462		17,937			51,399
Capital expenditures		203		14,868		682		7,590		23,343		23,901			47,244

(1)	Included in the North American Retail segment's income (loss) from operations for the three and six months ended March 31, 2015, is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit of $2,520 was recorded.
(2)	Included in the income (loss) from operations for the six months ended March 31, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Wholesale, Direct Response / E-Commerce and North American Retail segments by $2,975, $397, and $336, respectively.

        Total assets by segment are as follows:

	March 31, 2015		September 30, 2014
Reportable Business Segments:
Wholesale	$	2,469,040	$	2,500,659
European Retail		890,472		948,010
Direct Response / E-Commerce		513,248		512,642
North American Retail		108,801		107,442
Total Reportable Business Segments:		3,981,561		4,068,753
Corporate / Manufacturing		801,239		750,369
Consolidated assets	$	4,782,800	$	4,819,122

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Consolidated Statements of Income and Comprehensive (Loss) Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements of Income and Comprehensive (Loss) Income
Net sales	$ 787,876	$ 779,026	$ 1,613,647	$ 1,606,131
Costs and expenses:
Cost of sales	438,864	431,081	884,044	872,799
Advertising, promotion and catalog	58,505	58,783	105,399	97,305
Selling, general and administrative	235,460	238,894	473,632	471,577
Facility restructuring charges (See Note 2)	4,418		4,418
Total costs and expenses	737,247	728,758	1,467,493	1,441,681
Income from operations	50,629	50,268	146,154	164,450
Other income (expense):
Interest	(32,426)	(33,086)	(67,173)	(67,904)
Miscellaneous, net	2,525	(1,714)	1,170	(725)
Total other income (expense)	(29,901)	(34,800)	(66,003)	(68,629)
Income from operations before income taxes	20,728	15,468	80,151	95,821
Provision for income taxes	7,472	5,568	28,705	32,100
Net income	13,256	9,900	51,446	63,721
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of $(1,697), $1,145, $(2,093) and $3,533	(52,455)	(706)	(82,761)	11,489
Change in fair value of interest rate swaps, net of taxes of $0, $(427), $(442), and $(1,124)		684	721	1,769
Total other comprehensive (loss) income, net of tax	(52,455)	(22)	(82,040)	13,258
Comprehensive (loss) income	$ (39,199)	$ 9,878	$ (30,594)	$ 76,979

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Fair Value of Financial Instruments

6 Months Ended

Mar. 31, 2015

Fair Value of Financial Instruments

Fair Value of Financial Instruments

6. Fair Value of Financial Instruments

        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 the assets / (liabilities) measured at fair value on a recurring basis at March 31, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,409	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	11,219

        The following table summarizes the assets / (liabilities) liabilities measured at fair value on a recurring basis at September 30, 2014:

	Level 1		Level 2			Level 3
Current (included in accrued expenses and other current liabilities):
Interest rate swaps	$	—	$	(1,151	)	$	—
Cross currency swaps	$	—	$	—		$	(3,857	)
Non-current (included in other liabilities):
Cross currency swaps	$	—	$	—		$	(14,773	)

        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 did 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 assets / (liabilities) ranged from 6.0% to 9.7% (8.2% weighted average) as of March 31, 2015 and 8.1% to 8.5% (8.3% weighted average) as of September 30, 2014.

        The following table shows the Level 3 activity related to our cross currency swaps for the three and six months ended March 31, 2015 and 2014:

	Three Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Beginning balance:	$	(6,882	)	$	(27,359	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		15,692			(1,862	)		27,440			(6,967	)
Ending balance:	$	8,810		$	(29,221	)	$	8,810		$	(29,221	)

Interest Rate Swaps

        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 had a declining notional amount with a fixed interest rate of 1.92% for a four-year term and matured in December 2014. Under the terms of the swap contracts, variable interest payments for a portion of our senior secured credit facilities were 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 was assessed based on the overall changes in the fair value of the interest rate swap contracts. Hedge ineffectiveness from inception to March 31, 2015 was insignificant, and was recorded in Miscellaneous, net.

Cross Currency Swaps

        To manage the potential exposure from adverse changes in currency exchange rates, specifically the British pound sterling, arising from our net investment in British pound sterling 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 sterling (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 sterling 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 loss/(gain) for the three months ended March 31, 2015 and 2014 was $(185) and $58, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness loss/(gain) for the six months ended March 31, 2015 and 2014 was $1,749 and ($952), 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 March 31,
	2015				2014
	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	$	—	$	—	$	(463	)	$	(1,147	)
Net Investment Hedges:
Cross currency swaps		9,481		—		(1,090	)		—
Total	$	9,481	$	—	$	(1,553	)	$	(1,147	)

	Six Months Ended March 31,
	2015						2014
	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	$	(438	)	$	(1,159	)	$	(1,245	)	$	(3,014	)
Net Investment Hedges:
Cross currency swaps		18,651			—			(5,244	)		—
Total	$	18,213		$	(1,159	)	$	(6,489	)	$	(3,014	)

Notes

        The fair value of the Notes based on quoted market prices (Level 2), was approximately $677,677 as of March 31, 2015.

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.

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Long-Term Debt

6 Months Ended

Mar. 31, 2015

Long-Term Debt

Long-Term Debt

5. Long-Term Debt

        As a result of adopting the new guidance related to the presentation of debt issuance costs, our September 30, 2014 consolidated balance sheet has been retrospectively adjusted to reduce long-term debt by $58,600, reduce other assets by $41,285 and reduce other current assets by $17,315. Debt issuance costs relating to unused revolving lines of credit will remain in other assets and other current assets.

        The components of long-term debt are as follows:

	March 31, 2015			September 30, 2014
Senior Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(38,375	)		(45,539	)
		1,469,125			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(11,684	)		(13,061	)
		638,316			636,939
Other		490			848
		2,107,931			2,099,748
Less current portion		(174	)		(261	)
Total	$	2,107,757		$	2,099,487

Senior secured credit facilities

        On October 1, 2010, NBTY entered into its senior secured credit facilities with Barclays Bank PLC, as administrative agent (the "Original Credit Agreement"). The Original Credit Agreement was amended pursuant to the First Amendment and Refinancing Agreement, dated as of March 1, 2011, and further amended pursuant to that Second Amendment Agreement, dated as of October 11, 2012.

        On March 21, 2013, NBTY, Alphabet Holding Company, Inc. ("Holdings"), our parent company, 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 then existing 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. In accordance with the 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 at maturity in October 2017.

        On November 20, 2014, NBTY amended its senior secured revolving credit facility, extending its maturity to September 2017 and reducing the commitment from $200,000 to $175,000. In connection with this amendment, deferred financing costs of $611 were incurred and are being amortized over the remaining period and $359 of previously capitalized financing costs were written off.

        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.

        As of March 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $4,400, reducing the net availability to $170,600.

        NBTY may voluntarily prepay loans or reduce commitments under its senior secured credit facilities, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.

        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 its senior secured credit facilities unless specifically incurred to refinance a portion of its 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, NBTY's 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 covenants under the senior secured credit facilities at March 31, 2015.

        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 accrues 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 $721,682 cash 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 original 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.

        All interest payments to date have been in cash and were funded by dividends from NBTY.

        Holdings may redeem the Holdco 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 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 November 1 of the years set forth below:

Period	Redemption Price
2014		102.00	%
2015		101.00	%
2016 and thereafter		100.00	%

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.

        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 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	%

        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 NBTY and its 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 March 31, 2015.

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets

Schedule of change in carrying amount of goodwill by segment

	Wholesale			European Retail			Direct Response / E-Commerce		Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395	$	1,163,282
Foreign currency translation		(11,576	)		(32,839	)		—		(44,415	)
Balance at March 31, 2015	$	627,054		$	288,418		$	203,395	$	1,118,867

Schedule of carrying amounts of acquired other intangible assets

	March 31, 2015				September 30, 2014
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	907,728	$	174,800	$	912,200	$	155,776	17 - 25
Tradenames and other		171,928		24,781		175,872		22,644	20 - 30
		1,079,656		199,581		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		856,446		—		881,940		—
Total intangible assets	$	1,936,102	$	199,581	$	1,970,012	$	178,420

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Condensed Consolidating Financial Statements of Guarantors

6 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Statements of Guarantors

Condensed Consolidating Financial Statements of Guarantors

13. 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 March 31, 2015 and September 30, 2014 and for the three and six months ended March 31, 2015 and 2014 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. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        We revised the statement of operations with respect to equity in income of subsidiaries from the non-guarantor subsidiaries to the guarantor. This revision impacted the condensed consolidating statement of operations and comprehensive income (loss) for the three and six months ended March 31, 2014 increasing net income for the guarantors and decreasing the eliminations by $7,480 and $13,646, respectively. The revision 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 March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	149,486		$	2,732		$	98,180		$	—		$	250,398
Accounts receivable, net		—			163,443			45,008			—			208,451
Intercompany		29,257			—			25,268			(54,525	)		—
Inventories		—			587,139			192,961			—			780,100
Deferred income taxes		—			24,856			1,747			—			26,603
Other current assets		876			18,393			29,539			—			48,808
Total current assets		179,619			796,563			392,703			(54,525	)		1,314,360
Property, plant and equipment, net		112,284			287,773			191,838			—			591,895
Goodwill		—			726,354			392,513			—			1,118,867
Other intangible assets, net		—			1,418,079			318,442			—			1,736,521
Other assets		1,312			19,821			24			—			21,157
Intercompany loan receivable		2,418,909			1,210,172			—			(3,629,081	)		—
Investments in subsidiaries		2,100,597			139,638			—			(2,240,235	)		—
Total assets	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	174		$	—		$	174
Accounts payable		—			185,414			84,280			—			269,694
Intercompany		—			54,525			—			(54,525	)		—
Accrued expenses and other current liabilities		31,666			160,168			43,187			—			235,021
Total current liabilities		31,666			400,107			127,641			(54,525	)		504,889
Intercompany loan payable		1,210,172			2,107,441			311,468			(3,629,081	)		—
Long-term debt, net of current portion		2,107,441			—			316			—			2,107,757
Deferred income taxes		22,279			570,727			98,761			—			691,767
Other liabilities		—			14,879			22,345			—			37,224
Total liabilities		3,371,558			3,093,154			560,531			(3,683,606	)		3,341,637
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,562,427			1,408,921			746,911			(2,155,832	)		1,562,427
(Accumulated deficit) retained earnings		(10,021	)		115,433			92,620			(208,053	)		(10,021	)
Accumulated other comprehensive income (loss)		(111,243	)		(19,108	)		(104,542	)		123,650			(111,243	)
Total stockholder's equity		1,441,163			1,505,246			734,989			(2,240,235	)		1,441,163
Total liabilities and stockholder's equity	$	4,812,721		$	4,598,400		$	1,295,520		$	(5,923,841	)	$	4,782,800

Condensed Consolidating Balance Sheet
As of September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	77,550		$	751		$	61,187			—		$	139,488
Accounts receivable, net		—			130,749			44,952			—			175,701
Intercompany		30,425			—			32,102			(62,527	)		—
Inventories		—			650,484			202,742			—			853,226
Deferred income taxes		—			27,002			1,913			—			28,915
Other current assets		2,618			18,048			40,843			—			61,509
Total current assets		110,593			827,034			383,739			(62,527	)		1,258,839
Property, plant and equipment, net		95,022			304,274			197,906			—			597,202
Goodwill		—			726,354			436,928			—			1,163,282
Other intangible assets, net		—			1,439,374			352,218			—			1,791,592
Other assets		—			8,116			91			—			8,207
Intercompany loan receivable		2,438,743			1,060,793			—			(3,499,536	)		—
Investments in subsidiaries		2,095,763			148,921			—			(2,244,684	)		—
Total assets	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	261		$	—		$	261
Accounts payable		—			140,761			87,116			—			227,877
Intercompany		—			62,527			—			(62,527	)		—
Accrued expenses and other current liabilities		34,282			112,136			74,638			—			221,056
Total current liabilities		34,282			315,424			162,015			(62,527	)		449,194
Intercompany loan payable		1,060,793			2,098,900			339,843			(3,499,536	)		—
Long-term debt, net of current portion		2,098,900			—			587			—			2,099,487
Deferred income taxes		22,280			586,116			99,566			—			707,962
Other liabilities		14,773			13,732			24,881			—			53,386
Total liabilities		3,231,028			3,014,172			626,892			(3,562,063	)		3,310,029
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,561,014			1,417,462			739,911			(2,157,373	)		1,561,014
(Accumulated deficit) retained earnings		(22,718	)		89,265			24,570			(113,835	)		(22,718	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,509,093			1,500,694			743,990			(2,244,684	)		1,509,093
Total liabilities and stockholder's equity	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122

Consolidated Statements of Operations and Comprehensive (Loss) Income
For three months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	517,461		$	283,597		$	(13,182	)	$	787,876
Costs and expenses:
Cost of sales		—			324,196			127,850			(13,182	)		438,864
Advertising, promotion and catalog		—			44,655			13,850			—			58,505
Selling, general and administrative		27,269			110,835			97,356			—			235,460
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		27,269			484,104			239,056			(13,182	)		737,247
Income (loss) from operations		(27,269	)		33,357			44,541			—			50,629
Other income (expense):
Intercompany interest		67,428			(62,709	)		(4,719	)		—			—
Interest		(62,709	)		30,298			(15	)		—			(32,426	)
Miscellaneous, net		401			183			1,941			—			2,525
		5,120			(32,228	)		(2,793	)		—			(29,901	)
Income (loss) before income taxes		(22,149	)		1,129			41,748			—			20,728
Provision (benefit) for income taxes		(2,334	)		412			9,394			—			7,472
Equity in income of subsidiaries		33,071			6,971			—			(40,042	)		—
Net income (loss)		13,256			7,688			32,354			(40,042	)		13,256
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		(52,455	)		(8,115	)		(53,604	)		61,719			(52,455	)
Comprehensive (loss) income	$	(39,199	)	$	(427	)	$	(21,250	)	$	21,677		$	(39,199	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	514,810		$	289,468		$	(25,252	)	$	779,026
Costs and expenses:
Cost of sales		—			330,923			125,410			(25,252	)		431,081
Advertising, promotion and catalog		—			47,709			11,074			—			58,783
Selling, general and administrative		27,813			113,790			97,291			—			238,894
		27,813			492,422			233,775			(25,252	)		728,758
Income (loss) from operations		(27,813	)		22,388			55,693			—			50,268
Other income (expense):
Intercompany interest		39,121			(34,204	)		(4,917	)		—			—
Interest		(34,204	)		605			513			—			(33,086	)
Miscellaneous, net		95			(1,653	)		(156	)		—			(1,714	)
		5,012			(35,252	)		(4,560	)		—			(34,800	)
Income (loss) before income taxes		(22,801	)		(12,864	)		51,133			—			15,468
Provision (benefit) for income taxes		51			(5,843	)		11,360			—			5,568
Equity in income of subsidiaries		32,752			7,480			—			(40,232	)		—
Net income (loss)	$	9,900		$	459		$	39,773		$	(40,232	)	$	9,900
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(706	)		1,398			1,486			(2,884	)		(706	)
Change in fair value of interest rate swaps net of taxes		684			684			—			(684	)		684
Total other comprehensive income (loss), net of tax		(22	)		2,082			1,486			(3,568	)		(22	)
Comprehensive income (loss)	$	9,878		$	2,541		$	41,259		$	(43,800	)	$	9,878

Consolidated Statements of Operations and Comprehensive (Loss) Income
For six months ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,074,822		$	572,614		$	(33,789	)	$	1,613,647
Costs and expenses:
Cost of sales		—			663,142			254,691			(33,789	)		884,044
Advertising, promotion and catalog		—			79,602			25,797			—			105,399
Selling, general and administrative		50,159			225,772			197,701			—			473,632
Facility Restructuring Charges (see Note 2)		—			4,418			—			—			4,418
		50,159			972,934			478,189			(33,789	)		1,467,493
Income (loss) from operations		(50,159	)		101,888			94,425			—			146,154
Other income (expense):
Intercompany interest		107,237			(97,490	)		(9,747	)		—			—
Interest		(97,490	)		30,363			(46	)		—			(67,173	)
Miscellaneous, net		(1,345	)		(660	)		3,175			—			1,170
		8,402			(67,787	)		(6,618	)		—			(66,003	)
Income (loss) before income taxes		(41,757	)		34,101			87,807			—			80,151
Provision (benefit) for income taxes		(3,499	)		12,447			19,757			—			28,705
Equity in income of subsidiaries		89,704			13,304			—			(103,008	)		—
Net income (loss)		51,446			34,958			68,050			(103,008	)		51,446
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(82,761	)		(13,796	)		(84,051	)		97,847			(82,761	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(82,040	)		(13,075	)		(84,051	)		97,126			(82,040	)
Comprehensive (loss) income	$	(30,594	)	$	21,883		$	(16,001	)	$	(5,882	)	$	(30,594	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,085,876		$	574,609		$	(54,354	)	$	1,606,131
Costs and expenses:
Cost of sales		—			672,791			254,362			(54,354	)		872,799
Advertising, promotion and catalog		—			76,823			20,482			—			97,305
Selling, general and administrative		50,085			230,670			190,822			—			471,577
		50,085			980,284			465,666			(54,354	)		1,441,681
Income (loss) from operations		(50,085	)		105,592			108,943			—			164,450
Other income (expense):
Intercompany interest		78,829			(69,002	)		(9,827	)		—			—
Interest		(69,002	)		605			493			—			(67,904	)
Miscellaneous, net		1,005			(701	)		(1,029	)		—			(725	)
		10,832			(69,098	)		(10,363	)		—			(68,629	)
Income (loss) before income taxes		(39,253	)		36,494			98,580			—			95,821
Provision (benefit) for income taxes		(5,318	)		12,773			24,645			—			32,100
Equity in income of subsidiaries		97,656			13,646			—			(111,302	)		—
Net income (loss)	$	63,721		$	37,367		$	73,935		$	(111,302	)	$	63,721
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,489			3,603			8,429			(12,032	)		11,489
Change in fair value of interest rate swaps net of taxes		1,769			1,769			—			(1,769	)		1,769
Total other comprehensive income (loss), net of tax		13,258			5,372			8,429			(13,801	)		13,258
Comprehensive income (loss)	$	76,979		$	42,739		$	82,364		$	(125,103	)	$	76,979

Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(20,970	)	$	163,021		$	70,775		$	(8,789	)	$	204,037
Cash flows from investing activities:
Purchase of property, plant and equipment		(17,373	)		(4,660	)		(23,934	)		—			(45,967	)
Proceeds from sale of equipment		—			260			—			—			260
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(24,373	)		(4,400	)		(23,934	)		7,000			(45,707	)
Cash flows from financing activities:
Principal payments		—			—			(255	)		—			(255	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		156,640			(156,640	)		—			—			—
Net cash provided by (used in) financing activities		117,279			(156,640	)		(2,044	)		1,789			(39,616	)
Effect of exchange rate changes on cash		—			—			(7,804	)		—			(7,804	)
Net increase in cash and cash equivalents		71,936			1,981			36,993			—			110,910
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	149,486		$	2,732		$	98,180		$	—		$	250,398

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Six Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,110	)	$	9,042		$	16,702		$	(16,703	)	$	(2,069	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Net cash used in investing activities		(2,338	)		(29,864	)		(15,042	)		—			(47,244	)
Cash flows from financing activities:
Principal payments		—			—			(215	)		—			(215	)
Dividends paid		(21,313	)		(5,835	)		(5,835	)		11,670			(21,313	)
Intercompany accounts		8,700			(8,700	)		—			—			—
Net cash used in financing activities		(12,613	)		(14,535	)		(6,050	)		11,670			(21,528	)
Effect of exchange rate changes on cash		—			—			1,213			—			1,213
Net decrease in cash and cash equivalents		(26,061	)		(35,357	)		(3,177	)		(5,033	)		(69,628	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561
Cash and cash equivalents at end of period	$	55,295		$	—		$	78,671		$	(5,033	)	$	128,933

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss).

Accumulated Other Comprehensive Income (Loss)

9. Accumulated Other Comprehensive Income (Loss)

        Additions to and reclassifications out of accumulated other comprehensive income (loss) attributable to the Company for the three and six months ended March 31, 2015 and 2014 were as follows:

	Three Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at December 31, 2014	$	(58,788	)	$	—	$	(58,788	)
Other comprehensive income (loss) before reclassifications		(52,455	)		—		(52,455	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)

	Three Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)
Other comprehensive income (loss) before reclassifications		(705	)		(462	)		(1,167	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,146			1,146
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

	Six Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,482	)	$	(721	)	$	(29,203	)
Other comprehensive income (loss) before reclassifications		(82,761	)		(438	)		(83,199	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at March 31, 2015	$	(111,243	)	$	—		$	(111,243	)

	Six Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,680	)	$	(3,902	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		11,489			(1,245	)		10,244
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			3,014			3,014
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

(1)	All amounts are net of tax, amounts in parentheses indicate debits.
(2)	These losses are reclassified into Interest expense. See Note 6, Fair Value of Financial Instruments.

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Litigation Summary

6 Months Ended

Mar. 31, 2015

Litigation Summary

Litigation Summary

7. Litigation Summary

Herbal Dietary Supplements

        In February 2015, the New York State Office of the Attorney General ("NY AG") began an investigation concerning the authenticity and purity of herbal supplements and associated marketing. As part of this investigation, the NY AG is reviewing the sufficiency of the measures that several manufacturers and retailers, including NBTY, are taking to independently assess the validity of their representations and advertising in connection with the sale of herbal supplements. NBTY has fully cooperated with the NY AG, however until this investigation is concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY. However, we do not believe the ultimate outcome will have a material adverse effect on our consolidated financial statements.

        Following the NY AG investigation, starting in February 2015, numerous putative class actions were filed in various jurisdictions against NBTY, certain of its customers and/or other companies as to which there may be a duty to defend and indemnify, challenging the authenticity and purity of herbal supplements and associated marketing, under various states' consumer protection statutes. Motions for transfer and consolidation of all of the federal actions as multidistrict litigation into a single district before a single judge ("MDL motions") are currently pending and the hearing date of the MDL motions is scheduled for May 28, 2015. Certain state court actions are proceeding independently or have been removed to federal court and stayed pending a decision on the MDL motions. These cases seek some combination of monetary damages, injunctive relief and specific performance.

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

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.

        In March 2013, NBTY agreed upon a proposed settlement with plaintiffs, which included all cases and resolved all pending claims without any admission of or concession of liability by NBTY, and which provided for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs. Fairness Hearings took place on October 4, 2013 and November 20, 2013. On January 3, 2014, the court issued an opinion and order approving the settlement as modified (the "Order"). The final judgment was issued on January 22, 2014 (the "Judgment"). Certain objectors filed a notice of appeal of the Order and the Judgment on January 29, 2014 and the plaintiffs filed a notice of appeal on February 3, 2014. In fiscal 2013, NBTY recorded a provision of $12,000, reflecting its best estimate of exposure for payments to the class together with attorney's fees and notice and administrative costs in connection with this class action settlement. As a result of the court's approval of the settlement and the closure of the claims period, NBTY 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.

        On November 19, 2014, the appellate court issued a decision granting the objectors' appeal. The appellate court reversed and remanded the matter to the district court for further proceedings consistent with the appellate court's decision. In April 2015, NBTY agreed upon a revised proposed settlement with certain plaintiffs which includes all cases and resolves all pending claims without any admission of or concession of liability by NBTY. The parties have signed settlement documentation providing for a release of all claims in return for payments to the class, together with attorneys' fees, and notice and administrative costs estimated to be in the amount of $9,000, which resulted in an additional charge of $4,300 in the second quarter results for fiscal 2015. The settlement has not yet been submitted to the court for preliminary approval. Until the cases are 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 on February 11, 2015 the court issued an Order and Opinion dismissing the class-action. On February 27, 2015, Plaintiff filed an appeal to the court's dismissal of the action and that appeal 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 our consolidated financial statements.

Claims in the Ordinary Course

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

        Over the past several years, we have been served with various false advertising putative class action cases in various U.S. jurisdictions, as have various other companies in the industry. Over the past few years, the number of these cases has increased, such that at any given time we are defending several suits concerning a variety of products. These cases challenge the marketing of the subject dietary supplements under various states' consumer protection statutes and generally seek unspecified compensatory damages based on theories of restitution and disgorgement, plus punitive damages and injunctive relief. Until these cases are resolved, no determination can be made as to the ultimate outcome of the litigation or the amount of liability on our part.

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Income Taxes

6 Months Ended

Mar. 31, 2015

Income Taxes

Income Taxes

8. 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 2015 and 2029. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended March 31, 2015 and 2014 was 36.0%. The effective income tax rate for the six months ended March 31, 2015 and 2014 was 35.8% and 33.5%, respectively. Our effective tax rates for the three and six month periods are different than the federal statutory rate generally due to the impact of state and local taxes and the partial reinvestment of foreign earnings in fiscal 2014.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At March 31, 2015, we had accrued $563 and $174 for the potential payment of interest and penalties, respectively. As of March 31, 2015, we were subject to U.S. federal income tax examinations for the tax years 2011 through 2014, and to non-U.S. examinations for tax years 2009 through 2014. In addition, we are generally subject to state and local examinations for fiscal years 2011 through 2014.

        During our fiscal second quarter, the Internal Revenue Service ("IRS") finalized its examination of the Company for tax years 2011 and 2012, which resulted in an immaterial reduction to its unrecognized tax benefit.

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Business and Credit Concentration

6 Months Ended

Mar. 31, 2015

Business and Credit Concentration

Business and Credit Concentration

10. 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 net sales for the three and six months ended March 31, 2015 and 2014, respectively:

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2015			2014
Customer A		19	%		21	%		11	%		12	%
Customer B		10	%		8	%		6	%		5	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Six Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Customer A		18	%		20	%		10	%		12	%
Customer B		14	%		13	%		8	%		8	%
Customer C		10	%		9	%		6	%		5	%

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

	March 31, 2015			September 30, 2014
Customer A		12	%		13	%
Customer B		12	%		11	%
Customer C		10	%		9	%

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

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Goodwill and Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Sep. 30, 2014
Definite lived intangible assets:
Gross carrying amount	1,079,656	$ 1,088,072
Accumulated amortization	199,581	178,420
Indefinite lived intangible asset:
Tradenames	856,446	881,940
Total intangible assets	1,936,102	1,970,012
Brands and customer relationships
Definite lived intangible assets:
Gross carrying amount	907,728	912,200
Accumulated amortization	174,800	155,776
Brands and customer relationships | Minimum
Definite lived intangible assets:
Amortization period	17 years
Brands and customer relationships | Maximum
Definite lived intangible assets:
Amortization period	25 years
Tradenames and other
Definite lived intangible assets:
Gross carrying amount	171,928	175,872
Accumulated amortization	24,781	$ 22,644
Tradenames and other | Minimum
Definite lived intangible assets:
Amortization period	20 years
Tradenames and other | Maximum
Definite lived intangible assets:
Amortization period	30 years

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Condensed Consolidating Financial Statements of Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Cash (used in) provided by operating activities			$ 204,037	$ (2,069)
Cash flows from investing activities:
Purchases of property, plant and equipment	(26,878)	(25,997)	(45,967)	(47,244)
Proceeds from sale of equipment			260
Net cash used in investing activities			(45,707)	(47,244)
Cash flows from financing activities:
Principal payments under long-term agreements			(255)	(215)
Payments for financing fees			(611)
Dividends paid			(38,750)	(21,313)
Net cash used in financing activities			(39,616)	(21,528)
Effect of exchange rate changes on cash			(7,804)	1,213
Net increase (decrease) in cash and cash equivalents			110,910	(69,628)
Cash and cash equivalents at beginning of period	250,398		139,488	198,561
Cash and cash equivalents at end of period	250,398	128,933	250,398	128,933
Reportable Legal Entities | Parent Company
Cash flows from operating activities:
Cash (used in) provided by operating activities			(20,970)	(11,110)
Cash flows from investing activities:
Purchases of property, plant and equipment			(17,373)	(2,338)
Investment in subsidiary			(7,000)
Net cash used in investing activities			(24,373)	(2,338)
Cash flows from financing activities:
Payments for financing fees			(611)
Dividends paid			(38,750)	(21,313)
Intercompany accounts			156,640	8,700
Net cash used in financing activities			117,279	(12,613)
Net increase (decrease) in cash and cash equivalents			71,936	(26,061)
Cash and cash equivalents at beginning of period			77,550	81,356
Cash and cash equivalents at end of period	149,486	55,295	149,486	55,295
Reportable Legal Entities | Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities			163,021	9,042
Cash flows from investing activities:
Purchases of property, plant and equipment			(4,660)	(29,864)
Proceeds from sale of equipment			260
Net cash used in investing activities			(4,400)	(29,864)
Cash flows from financing activities:
Dividends paid				(5,835)
Intercompany accounts			(156,640)	(8,700)
Net cash used in financing activities			(156,640)	(14,535)
Net increase (decrease) in cash and cash equivalents			1,981	(35,357)
Cash and cash equivalents at beginning of period			751	35,357
Cash and cash equivalents at end of period	2,732		2,732
Reportable Legal Entities | Non-Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities			70,775	16,702
Cash flows from investing activities:
Purchases of property, plant and equipment			(23,934)	(15,042)
Net cash used in investing activities			(23,934)	(15,042)
Cash flows from financing activities:
Principal payments under long-term agreements			(255)	(215)
Dividends paid			(8,789)	(5,835)
Capital contribution			7,000
Net cash used in financing activities			(2,044)	(6,050)
Effect of exchange rate changes on cash			(7,804)	1,213
Net increase (decrease) in cash and cash equivalents			36,993	(3,177)
Cash and cash equivalents at beginning of period			61,187	81,848
Cash and cash equivalents at end of period	98,180	78,671	98,180	78,671
Eliminations
Cash flows from operating activities:
Cash (used in) provided by operating activities			(8,789)	(16,703)
Cash flows from investing activities:
Investment in subsidiary			7,000
Net cash used in investing activities			7,000
Cash flows from financing activities:
Dividends paid			8,789	11,670
Capital contribution			(7,000)
Net cash used in financing activities			1,789	11,670
Net increase (decrease) in cash and cash equivalents				(5,033)
Cash and cash equivalents at end of period		$ (5,033)		$ (5,033)

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Basis of Presentation (Tables)

6 Months Ended

Mar. 31, 2015

Basis of Presentation

Schedule of accounts receivable reserves

	March 31, 2015		September 30, 2014
Promotional program incentive allowances	$	71,403	$	83,768
Allowance for sales returns		15,821		15,409
Allowance for doubtful accounts		2,583		2,564
	$	89,807	$	101,741

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss).

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

	Three Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at December 31, 2014	$	(58,788	)	$	—	$	(58,788	)
Other comprehensive income (loss) before reclassifications		(52,455	)		—		(52,455	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)

	Three Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at December 31, 2013	$	2,514		$	(2,817	)	$	(303	)
Other comprehensive income (loss) before reclassifications		(705	)		(462	)		(1,167	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,146			1,146
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

	Six Months Ended March 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,482	)	$	(721	)	$	(29,203	)
Other comprehensive income (loss) before reclassifications		(82,761	)		(438	)		(83,199	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at March 31, 2015	$	(111,243	)	$	—		$	(111,243	)

	Six Months Ended March 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2013	$	(9,680	)	$	(3,902	)	$	(13,582	)
Other comprehensive income (loss) before reclassifications		11,489			(1,245	)		10,244
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			3,014			3,014
Balance at March 31, 2014	$	1,809		$	(2,133	)	$	(324	)

(1)	All amounts are net of tax, amounts in parentheses indicate debits.
(2)	These losses are reclassified into Interest expense. See Note 6, Fair Value of Financial Instruments.

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Condensed Consolidating Financial Statements of Guarantors (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013
Current assets:
Cash and cash equivalents	$ 250,398	$ 250,398	$ 139,488	$ 128,933		$ 198,561
Accounts receivable, net	208,451		175,701
Inventories	780,100		853,226
Deferred income taxes	26,603		28,915
Other current assets	48,808		61,509
Total current assets	1,314,360		1,258,839
Property, plant and equipment, net	591,895		597,202
Goodwill	1,118,867		1,163,282
Other intangible assets, net	1,736,521		1,791,592
Other assets	21,157		8,207
Total assets	4,782,800		4,819,122
Current liabilities:
Current portion long-term debt	174		261
Accounts payable	269,694		227,877
Accrued expenses and other current liabilities	235,021		221,056
Total current liabilities	504,889		449,194
Long-term debt, net of current portion	2,107,757		2,099,487
Deferred income taxes	691,767		707,962
Other liabilities	37,224		53,386
Total liabilities	3,341,637		3,310,029
Commitments and contingencies
Stockholder's equity:
Common stock
Capital in excess of par	1,562,427		1,561,014
(Accumulated deficit) retained earnings	(10,021)		(22,718)
Accumulated other comprehensive income (loss)	(111,243)	(58,788)	(29,203)	(324)	(303)	(13,582)
Total stockholder's equity	1,441,163		1,509,093
Total liabilities and stockholder's equity	4,782,800		4,819,122
Noncontrolling Interest, Ownership Percentage by Parent		100.00%
Reportable Legal Entities | Parent Company
Current assets:
Cash and cash equivalents	149,486		77,550	55,295		81,356
Intercompany	29,257		30,425
Other current assets	876		2,618
Total current assets	179,619		110,593
Property, plant and equipment, net	112,284		95,022
Other assets	1,312
Intercompany loan receivable	2,418,909		2,438,743
Investments in subsidiaries	2,100,597		2,095,763
Total assets	4,812,721		4,740,121
Current liabilities:
Accrued expenses and other current liabilities	31,666		34,282
Total current liabilities	31,666		34,282
Intercompany loan payable	1,210,172		1,060,793
Long-term debt, net of current portion	2,107,441		2,098,900
Deferred income taxes	22,279		22,280
Other liabilities			14,773
Total liabilities	3,371,558		3,231,028
Stockholder's equity:
Capital in excess of par	1,562,427		1,561,014
(Accumulated deficit) retained earnings	(10,021)		(22,718)
Accumulated other comprehensive income (loss)	(111,243)		(29,203)
Total stockholder's equity	1,441,163		1,509,093
Total liabilities and stockholder's equity	4,812,721		4,740,121
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	2,732		751			35,357
Accounts receivable, net	163,443		130,749
Inventories	587,139		650,484
Deferred income taxes	24,856		27,002
Other current assets	18,393		18,048
Total current assets	796,563		827,034
Property, plant and equipment, net	287,773		304,274
Goodwill	726,354		726,354
Other intangible assets, net	1,418,079		1,439,374
Other assets	19,821		8,116
Intercompany loan receivable	1,210,172		1,060,793
Investments in subsidiaries	139,638		148,921
Total assets	4,598,400		4,514,866
Current liabilities:
Accounts payable	185,414		140,761
Intercompany	54,525		62,527
Accrued expenses and other current liabilities	160,168		112,136
Total current liabilities	400,107		315,424
Intercompany loan payable	2,107,441		2,098,900
Deferred income taxes	570,727		586,116
Other liabilities	14,879		13,732
Total liabilities	3,093,154		3,014,172
Stockholder's equity:
Capital in excess of par	1,408,921		1,417,462
(Accumulated deficit) retained earnings	115,433		89,265
Accumulated other comprehensive income (loss)	(19,108)		(6,033)
Total stockholder's equity	1,505,246		1,500,694
Total liabilities and stockholder's equity	4,598,400		4,514,866
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	98,180		61,187	78,671		81,848
Accounts receivable, net	45,008		44,952
Intercompany	25,268		32,102
Inventories	192,961		202,742
Deferred income taxes	1,747		1,913
Other current assets	29,539		40,843
Total current assets	392,703		383,739
Property, plant and equipment, net	191,838		197,906
Goodwill	392,513		436,928
Other intangible assets, net	318,442		352,218
Other assets	24		91
Total assets	1,295,520		1,370,882
Current liabilities:
Current portion long-term debt	174		261
Accounts payable	84,280		87,116
Accrued expenses and other current liabilities	43,187		74,638
Total current liabilities	127,641		162,015
Intercompany loan payable	311,468		339,843
Long-term debt, net of current portion	316		587
Deferred income taxes	98,761		99,566
Other liabilities	22,345		24,881
Total liabilities	560,531		626,892
Stockholder's equity:
Capital in excess of par	746,911		739,911
(Accumulated deficit) retained earnings	92,620		24,570
Accumulated other comprehensive income (loss)	(104,542)		(20,491)
Total stockholder's equity	734,989		743,990
Total liabilities and stockholder's equity	1,295,520		1,370,882
Eliminations
Current assets:
Cash and cash equivalents				(5,033)
Intercompany	(54,525)		(62,527)
Total current assets	(54,525)		(62,527)
Intercompany loan receivable	(3,629,081)		(3,499,536)
Investments in subsidiaries	(2,240,235)		(2,244,684)
Total assets	(5,923,841)		(5,806,747)
Current liabilities:
Intercompany	(54,525)		(62,527)
Total current liabilities	(54,525)		(62,527)
Intercompany loan payable	(3,629,081)		(3,499,536)
Total liabilities	(3,683,606)		(3,562,063)
Stockholder's equity:
Capital in excess of par	(2,155,832)		(2,157,373)
(Accumulated deficit) retained earnings	(208,053)		(113,835)
Accumulated other comprehensive income (loss)	123,650		26,524
Total stockholder's equity	(2,240,235)		(2,244,684)
Total liabilities and stockholder's equity	$ (5,923,841)		$ (5,806,747)

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Fair Value of Financial Instruments (Details 5) (USD $) In Thousands, unless otherwise specified	Mar. 21, 2013	Oct. 01, 2010	Oct. 17, 2012	Dec. 12, 2013	Mar. 31, 2015
Term loan B-2
Fair value measurements
Face value of debt instrument	$ 1,507,500
Notes
Fair value measurements
Face value of debt instrument		650,000
Holdco Notes
Fair value measurements
Face value of debt instrument			550,000
Parent Company | Holdco Notes
Fair value measurements
Face value of debt instrument			550,000	450,000
Level 2 | Term loan B-2
Fair value measurements
Face value of debt instrument					1,507,500
Level 2 | Notes
Fair value measurements
Fair value of Notes					$ 677,677

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Consolidated Statements of Income and Comprehensive (Loss) Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements of Income and Comprehensive (Loss) Income
Foreign currency translation adjustment, tax expense (benefit)	$ (1,697)	$ 1,145	$ (2,093)	$ 3,533
Change in fair value of interest rate swaps, tax expense (benefit)	$ 0	$ (427)	$ (442)	$ (1,124)

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Goodwill and Intangible Assets

6 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets

Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

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

	Wholesale			European Retail			Direct Response / E-Commerce		Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395	$	1,163,282
Foreign currency translation		(11,576	)		(32,839	)		—		(44,415	)
Balance at March 31, 2015	$	627,054		$	288,418		$	203,395	$	1,118,867

        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:

	March 31, 2015				September 30, 2014
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	907,728	$	174,800	$	912,200	$	155,776	17 - 25
Tradenames and other		171,928		24,781		175,872		22,644	20 - 30
		1,079,656		199,581		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		856,446		—		881,940		—
Total intangible assets	$	1,936,102	$	199,581	$	1,970,012	$	178,420

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of operations and comprehensive (loss) income in selling, general and administrative expenses for the three months ended March 31, 2015, and 2014 was $11,316 and $11,534, respectively. Amortization expense for the six months ended March 31, 2015, and 2014 was $22,675 and $23,137, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $45,000 per year.

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Business and Credit Concentration (Tables)

6 Months Ended

Mar. 31, 2015

Net sales

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2015			2014
Customer A		19	%		21	%		11	%		12	%
Customer B		10	%		8	%		6	%		5	%

	Wholesale Segment Net Sales						Total Consolidated Net Sales
	Six Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
Customer A		18	%		20	%		10	%		12	%
Customer B		14	%		13	%		8	%		8	%
Customer C		10	%		9	%		6	%		5	%

Gross accounts receivable

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	March 31, 2015			September 30, 2014
Customer A		12	%		13	%
Customer B		12	%		11	%
Customer C		10	%		9	%

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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		6 Months Ended		3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Sep. 30, 2014
Level 3 activity
Beginning balance:	$ (6,882)	$ (27,359)	$ (18,630)	$ (22,254)
Unrealized gain (loss) on cross currency swaps	15,692	(1,862)	27,440	(6,967)
Ending balance:	$ 8,810	$ (29,221)	$ 8,810	$ (29,221)
Minimum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities			6.00%		8.10%
Maximum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities			9.70%		8.50%
Weighted average
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities			8.20%		8.30%

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Basis of Presentation (Policies)

6 Months Ended

Mar. 31, 2015

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 and intangible assets; stock-based compensation; income taxes and accruals for the outcome of current litigation.

Accounts Receivable Reserves

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	March 31, 2015		September 30, 2014
Promotional program incentive allowances	$	71,403	$	83,768
Allowance for sales returns		15,821		15,409
Allowance for doubtful accounts		2,583		2,564
	$	89,807	$	101,741

Recent Accounting Developments

Recent Accounting Developments

        In January 2015, the Financial Accounting Standards Board ("FASB") issued guidance which eliminates from GAAP the concept of extraordinary items. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted, provided that adoption is applied from the beginning of the fiscal year of adoption. This guidance may be applied prospectively or retrospectively to all prior periods presented in the financial statements. The adoption of this guidance is not expected to have an impact on our consolidated financial statements.

        In February 2015, the FASB issued guidance that amends the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for the Company beginning October 1, 2016, with early adoption permitted. This new guidance is not expected to have a material impact on our consolidated financial statements.

        In April 2015, the FASB issued guidance which changes the presentation of debt issuance costs. Under the new guidance, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with the current literature for accounting for debt discounts. The guidance is effective for us beginning October 1, 2016, and early adoption is permitted. This guidance has been early adopted as of March 31, 2015 and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

Revision

Revision

        We revised the statement of operations with respect to equity in income of subsidiaries from the non-guarantor subsidiaries to the guarantor. This revision impacted the condensed consolidating statement of operations and comprehensive income (loss) for the three and six months ended March 31, 2014 increasing net income for the guarantors and decreasing the eliminations by $7,480 and $13,646, respectively. The revision 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.