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