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 June 30, 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 July 31, 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 Income (Loss)		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		36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		58
Item 4.	Controls and Procedures		59
PART II
Item 1.	Legal Proceedings		60
Item 1A.	Risk Factors		63
Item 6.	Exhibits		64
Signatures			65
Exhibits

PART I
Item 1. Financial Statements

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

	June 30, 2015			September 30, 2014
				(As Adjusted)
Assets
Current assets:
Cash and cash equivalents	$	282,908		$	139,488
Accounts receivable, net		192,315			175,701
Inventories		809,050			853,226
Deferred income taxes		26,900			28,915
Other current assets		50,401			61,509
Total current assets		1,361,574			1,258,839
Property, plant and equipment, net		614,566			597,202
Goodwill		1,132,507			1,163,282
Intangible assets, net		1,743,090			1,791,592
Other assets		9,512			8,207
Total assets	$	4,861,249		$	4,819,122
Liabilities and Stockholder's Equity
Current liabilities:
Current portion long-term debt	$	—		$	261
Accounts payable		293,935			227,877
Accrued expenses and other current liabilities		241,523			221,056
Total current liabilities		535,458			449,194
Long-term debt, net of current portion		2,111,807			2,099,487
Deferred income taxes		695,569			707,962
Other liabilities		44,269			53,386
Total liabilities		3,387,103			3,310,029
Commitments and contingencies
Stockholder's equity:
Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding at June 30, 2015 and September 30, 2014		—			—
Capital in excess of par		1,563,073			1,561,014
Accumulated deficit		(12,408	)		(22,718	)
Accumulated other comprehensive loss		(76,519	)		(29,203	)
Total stockholder's equity		1,474,146			1,509,093
Total liabilities and stockholder's equity	$	4,861,249		$	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 Income (Loss)

(Unaudited)

(in thousands)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Net sales	$	815,610		$	806,961		$	2,429,257		$	2,413,092
Costs and expenses:
Cost of sales (See Note 2)		429,948			431,204			1,313,992			1,304,003
Advertising, promotion and catalog		45,849			60,931			151,249			158,236
Selling, general and administrative		246,895			235,538			720,042			707,115
Facility restructuring charges (See Note 2)		9,533			—			14,435			—
		732,225			727,673			2,199,718			2,169,354
Income from operations		83,385			79,288			229,539			243,738
Other income (expense):
Interest		(32,593	)		(33,794	)		(99,765	)		(101,698	)
Miscellaneous, net		2,127			2,534			3,296			1,809
		(30,466	)		(31,260	)		(96,469	)		(99,889	)
Income from operations before income taxes		52,919			48,028			133,070			143,849
Provision for income taxes		15,657			14,761			44,362			46,861
Net Income		37,262			33,267			88,708			96,988
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of $1,975, $(813), $(118), and $2,718		34,724			11,127			(48,037	)		22,615
Change in fair value of interest rate swaps, net of taxes of $0, $(436), $(442) and $(1,559)		—			699			721			2,469
Total other comprehensive (loss) income, net of tax:		34,724			11,826			(47,316	)		25,084
Comprehensive (loss) income	$	71,986		$	45,093		$	41,392		$	122,072

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

4

NBTY, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Nine Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	88,708		$	96,988
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets		5,091			5,974
Depreciation of property, plant and equipment		57,800			44,076
Amortization of intangible assets		34,120			34,633
Foreign currency transaction (gain) loss		(50	)		632
Amortization and write-off of deferred financing fees		14,165			14,200
Stock-based compensation		2,059			3,373
Allowance for doubtful accounts		419			579
Inventory reserves		8,485			3,681
Deferred income taxes		(8,527	)		(4,184	)
Changes in operating assets and liabilities:
Accounts receivable		(20,340	)		(13,107	)
Inventories		8,665			(130,953	)
Other assets		8,616			(1,033	)
Accounts payable		64,834			(3,798	)
Accrued expenses and other liabilities		21,990			(24,044	)
Net cash provided by operating activities		286,035			27,017
Cash flows from investing activities:
Purchase of property, plant and equipment		(83,592	)		(72,436	)
Proceeds from sale of property, plant and equipment		933			—
Proceeds from sale of powder facility		23,983			—
Net cash used in investing activities		(58,676	)		(72,436	)
Cash flows from financing activities:
Principal payments		(778	)		(298	)
Payments for financing fees		(611	)		—
Dividends paid		(78,398	)		(60,063	)
Net cash used in financing activities		(79,787	)		(60,361	)
Effect of exchange rate changes on cash and cash equivalents		(4,152	)		1,636
Net increase (decrease) in cash and cash equivalents		143,420			(104,144	)
Cash and cash equivalents at beginning of period		139,488			198,561
Cash and cash equivalents at end of period	$	282,908		$	94,417
Non-cash investing and financing information:
Property, plant and equipment additions included in total liabilities	$	14,176		$	6,804

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 (as adjusted), 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 nine months ended June 30, 2015, the Company recorded adjustments for immaterial errors in its previously reported financial statements. Accordingly, we recorded a reduction in selling, general and administrative expenses of $0 and $2,520, related to prepaid rent in our retail operations and a reduction in cost of sales of $732, and $4,440 primarily related to an increase in the value of its label inventory for the three and nine months ended June 30, 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)

Segment Reporting

        During the fiscal quarter ended June 30, 2015 we changed the names of our four segments to more accurately portray the brands and markets in which we do business. There were no other changes in the presentation of our segments. The changes to the names are as follows:

New Segment Name	Previous Segment Name
Consumer Products Group	Wholesale
Holland & Barrett International	European Retail
Puritan's Pride	Direct Response/E-Commerce
Vitamin World	North American Retail

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	June 30, 2015		September 30, 2014
Promotional program incentive allowances	$	99,072	$	83,768
Allowance for sales returns		18,235		15,409
Allowance for doubtful accounts		2,797		2,564
	$	120,104	$	101,741

Recent Accounting Developments

        In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance was effective for us beginning October 1, 2017, however in July 2015, the FASB decided to defer the effective date of the new standard by one year. Early adoption would be permitted for us beginning October 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In 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

7

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

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 are presented as a reduction of the carrying amount of the related liability, rather than as an asset. The guidance was effective for us beginning October 1, 2016, and early adoption was permitted. This guidance has been early adopted and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

        In July 2015, the FASB issued guidance which applies to inventory for which cost is determined by methods other than the last-in first-out and the retail inventory method. Under the new guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us beginning January 1, 2017, and should be applied prospectively with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements and related disclosures.

Revision

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

2. Sale of Nutritional Bar Assets and Powder Facility

        In March 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 closing of the sale pursuant to the Powder APA occurred on June 26, 2015. The sales price for the production assets and transferred contracts was $4,228, subject to post-closing adjustments. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $19,755, subject to post-closing adjustments.

        The closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, and is subject to customary closing conditions. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000. The sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant

8

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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

to the Bar APA will be equal to NBTY's book value for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        As a result of these arrangements, the Company will incur cumulative net charges of approximately $21,000 before tax over the period in which these transactions are completed, of which non-cash charges will consist primarily of accelerated depreciation and a write-off of Goodwill of approximately $17,000; costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $3,492, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations will be reflected in Corporate / Manufacturing.

        Charges related to these divestitures of $9,533 for the three months ended June 30, 2015 were $5,541 for a write-off of Goodwill associated with the fair value of the assets related to the powder facility, $4,942 for accelerated depreciation, $28 for severance and employee related costs and $714 of other costs, partially offset by a gain on a transferred contract of $1,692. Charges related to these divestitures of $14,435 for the nine months ended June 30, 2015 were $6,589 for accelerated depreciation, $5,541 for a write-off of Goodwill associated with the fair value of assets related to the powder facility, $2,199 for severance and employee related costs and $1,798 of other costs, partially offset by a gain on a transferred contract of $1,692.

        In connection with the sale of the Divested Manufacturing Operations, NBTY has entered into long-term supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years.

3. Inventories

        The components of inventories are as follows:

	June 30, 2015		September 30, 2014
Raw materials	$	177,892	$	217,697
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	853,226

9

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:

	Consumer Products Group			Holland & Barrett International			Puritan's Pride			Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395		$	1,163,282
Write off due to sale of powder facility		(4,892	)		—			(649	)		(5,541	)
Foreign currency translation		(8,789	)		(16,445	)		—			(25,234	)
Balance at June 30, 2015	$	624,949		$	304,812		$	202,746		$	1,132,507

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

	June 30, 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	$	909,278	$	184,964	$	912,200	$	155,776	17 - 25
Tradenames and other		172,808		26,512		175,872		22,644	15 - 30
		1,082,086		211,476		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		872,480		—		881,940		—
Total intangible assets	$	1,954,566	$	211,476	$	1,970,012	$	178,420

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of income and comprehensive income (loss) in selling, general and administrative expenses for the three months ended June 30, 2015 and 2014 was $11,445 and $11,495, respectively. Amortization expense for the nine months ended June 30, 2015 and 2014 was $34,120 and $34,633, 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 (see Note 1), 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.

10

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:

	June 30, 2015			September 30, 2014
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(34,731	)		(45,539	)
		1,472,769			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(10,962	)		(13,061	)
		639,038			636,939
Other		—			848
		2,111,807			2,099,748
Less current portion		—			(261	)
Total	$	2,111,807		$	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

11

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 June 30, 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. In July 2015, the letter of credit was increased to $6,100.

        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).

12

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 financial covenants under the senior secured credit facilities at June 30, 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.

13

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	%

14

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 financial covenants under the Notes at June 30, 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.

•

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

15

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Fair Value of Financial Instruments (Continued)

        The following table summarizes the liabilities measured at fair value on a recurring basis at June 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	3,299
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	4,740

        The following table summarizes the 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 10.1% to 10.7% (10.3% weighted average) as of June 30, 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 nine months ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Beginning balance:	$	8,810		$	(29,221	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		(16,849	)		(6,701	)		10,591			(13,668	)
Ending balance:	$	(8,039	)	$	(35,922	)	$	(8,039	)	$	(35,922	)

16

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Fair Value of Financial Instruments (Continued)

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 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 June 30, 2015 and 2014 was ($613) and $1,463, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness loss/(gain) for the nine months ended June 30, 2015 and 2014 was $1,136 and $2,415, respectively.

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

	Three Months Ended June 30,
	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	$	—		$	—	$	(460	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		(10,992	)		—		(5,591	)		—
Total	$	(10,992	)	$	—	$	(6,051	)	$	(1,159	)

17

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Fair Value of Financial Instruments (Continued)

	Nine Months Ended June 30,
	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	)	$	(1,705	)	$	(4,174	)
Net Investment Hedges:
Cross currency swaps		7,660			—			(10,835	)		—
Total	$	7,222		$	(1,159	)	$	(12,540	)	$	(4,174	)

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $680,875 as of June 30, 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.

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 were granted on June 9, 2015, and the cases are consolidated before Judge John W. Darrah of the United States District Court, North District of Illinois—Eastern Division (the "MDL Case:"). An initial conference is scheduled for August 20, 2015. Three class actions against one

18

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Litigation Summary (Continued)

of our customers to which we may have a duty to indemnify have not been transferred and consolidated with the MDL Case, and are at the initial stages of litigation.

        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 Consumer Products Group 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

19

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Litigation Summary (Continued)

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. On May 14, 2015, the settlement was submitted to the court for preliminary approval and a preliminary conference was held before the court on July 22, 2015. 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.

20

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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 June 30, 2015 and 2014 was 29.6% and 30.7%, respectively. The effective income tax rate for the nine months ended June 30, 2015 and 2014 was 33.3% and 32.6%, respectively. Our effective tax rates for the three and nine 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 2015 and 2014.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At June 30, 2015, we had accrued $679 and $174 for the potential payment of interest and penalties, respectively. As of June 30, 2015, we were subject to U.S. federal income tax examinations for the tax years 2012 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 ended March 31, 2015, 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.

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 nine months ended June 30, 2015 and 2014 were as follows:

	Three Months Ended June 30, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)
Other comprehensive income (loss) before reclassifications		34,724			—		34,724
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at June 30, 2015	$	(76,519	)	$	—	$	(76,519	)

21

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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

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

	Nine Months Ended June 30, 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		(48,037	)		(438	)		(48,475	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at June 30, 2015	$	(76,519	)	$	—		$	(76,519	)

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

(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.

22

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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 nine months ended June 30, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Customer A		19	%		18	%		11	%		11	%
Customer B		16	%		13	%		10	%		7	%

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Customer A		18	%		19	%		11	%		11	%
Customer B		15	%		12	%		9	%		7	%

23

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 the Consumer Products Group segment's gross accounts receivable:

	June 30, 2015			September 30, 2014
Customer A		11	%		13	%
Customer B		16	%		11	%

        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 nine months ended June 30, 2015 and 2014, these fees totaled $750 and $2,250, in each of the respective periods, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $14 and $24 for the three months ended June 30, 2015 and 2014, respectively, and $402 and $392 for the nine months ended June 30, 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 significant and such services are provided on what we believe is 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,

24

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Segment Information (Continued)

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:

•

Consumer Products Group—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.

•

Holland & Barrett International—This segment generates revenue through its 1,007 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 690 in the UK, 151 in the Netherlands, 48 in Ireland, 18 in Belgium; and franchised stores in the following countries: 32 in China, 28 in Singapore, 15 in United Arab Emirates,10 in Cyprus, five in each of Malta and the Netherlands, two in each of Spain and Kuwait and one in Gibraltar. We also have 49 GNC / MET-Rx 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.

•

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

•

Vitamin World—This segment generates revenue through its 386 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com.

25

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Segment Information (Continued)

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

	Total Reportable Business Segments
	Consumer Products Group		Holland & Barrett International		Puritan's Pride		Vitamin World		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended June 30, 2015:
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,897		45,890		6,685		1,395		115,867		(32,482	)		83,385
Depreciation and amortization		8,993		5,848		2,838		945		18,624		15,498			34,122
Capital expenditures		602		17,139		22		1,460		19,223		18,403			37,626
Three Months Ended June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Nine Months Ended June 30, 2015:(1)(2)
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		151,571		138,287		19,735		7,310		316,903		(87,364	)		229,539
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		37,641			91,920
Capital expenditures		1,301		40,291		293		3,131		45,016		38,576			83,592
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436

(1)

Included in the income (loss) from operations is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $588, $78 and $66, for the three months ended June 30, 2015, respectively and $588, $78 and $2,586 for the nine months ended June 30, 2015, respectively.

(2)

Included in the income (loss) from operations for the nine months ended June 30, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $2,975, $397, and $336, respectively.

26

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Segment Information (Continued)

        Total assets by segment are as follows:

	June 30, 2015		September 30, 2014
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,500,659
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		512,642
Vitamin World		111,257		107,442
Total Reportable Business Segments:		4,084,088		4,068,753
Corporate / Manufacturing		777,161		750,369
Consolidated assets	$	4,861,249	$	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 June 30, 2015 and September 30, 2014 and for the three and nine months ended June 30, 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 nine months ended June 30, 2014 increasing net income for the guarantors and decreasing the eliminations by $8,228 and $21,874, 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.

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 June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	142,540		$	1,439		$	138,929		$	—		$	282,908
Accounts receivable, net		—			139,592			52,723			—			192,315
Intercompany		14,635			—			17,860			(32,495	)		—
Inventories		—			603,215			205,835			—			809,050
Deferred income taxes		—			26,206			694			—			26,900
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			787,477			448,541			(32,495	)		1,361,574
Property, plant and equipment, net		118,197			283,156			213,213			—			614,566
Goodwill		—			720,813			411,694			—			1,132,507
Other intangible assets, net		—			1,407,432			335,658			—			1,743,090
Other assets		1,094			8,342			76			—			9,512
Intercompany loan receivable		2,468,492			1,292,113			—			(3,760,605	)		—
Investments in subsidiaries		2,150,194			152,944			—			(2,303,138	)		—
Total assets	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	—		$	—		$	—
Accounts payable		—			198,255			95,680			—			293,935
Intercompany		—			32,495			—			(32,495	)		—
Accrued expenses and other current liabilities		17,934			176,928			46,661			—			241,523
Total current liabilities		17,934			407,678			142,341			(32,495	)		535,458
Intercompany loan payable		1,277,112			2,111,807			371,686			(3,760,605	)		—
Long-term debt, net of current portion		2,111,807			—			—			—			2,111,807
Deferred income taxes		10,289			586,116			99,164			—			695,569
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,120,390			637,931			(3,793,100	)		3,387,103
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,563,073			1,404,555			746,911			(2,151,466	)		1,563,073
(Accumulated deficit) retained earnings		(12,408	)		139,437			92,293			(231,730	)		(12,408	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,474,146			1,531,887			771,251			(2,303,138	)		1,474,146
Total liabilities and stockholder's equity	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249

28

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

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 (Loss) Income
For three months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	528,588		$	302,656		$	(15,634	)	$	815,610
Costs and expenses:
Cost of sales (See Note 2)		—			313,567			132,015			(15,634	)		429,948
Advertising, promotion and catalog		—			30,405			15,444			—			45,849
Selling, general and administrative		27,876			115,397			103,622			—			246,895
Facility restructuring charges (see Note 2)		—			9,533			—			—			9,533
		27,876			468,902			251,081			(15,634	)		732,225
Income (loss) from operations		(27,876	)		59,686			51,575			—			83,385
Other income (expense):
Intercompany interest		49,415			(44,630	)		(4,785	)		—			—
Interest		(44,630	)		12,092			(55	)		—			(32,593	)
Miscellaneous, net		601			727			799			—			2,127
		5,386			(31,811	)		(4,041	)		—			(30,466	)
Income (loss) before income taxes		(22,490	)		27,875			47,534			—			52,919
Provision (benefit) for income taxes		(5,212	)		10,174			10,695			—			15,657
Equity in income of subsidiaries		54,540			6,303			—			(60,843	)		—
Net income (loss)		37,262			24,004			36,839			(60,843	)		37,262
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		34,724			7,003			36,589			(43,592	)		34,724
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		34,724			7,003			36,589			(43,592	)		34,724
Comprehensive (loss) income	$	71,986		$	31,007		$	73,428		$	(104,435	)	$	71,986

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 Income (Loss)
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			8,228			—			(54,999	)		—
Net income (loss)	$	33,267		$	15,611		$	39,388		$	(54,999	)	$	33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			2,737			13,238			(15,975	)		11,127
Change in fair value of interest rate swaps net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			3,436			13,238			(16,674	)		11,826
Comprehensive income (loss)	$	45,093		$	19,047		$	52,626		$	(71,673	)	$	45,093

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 (Loss) Income
For nine months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,603,410		$	875,270		$	(49,423	)	$	2,429,257
Costs and expenses:
Cost of sales (see Note 2)		—			976,709			386,706			(49,423	)		1,313,992
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			340,685			301,323			—			720,042
Facility restructuring charges (see Note 2)		—			14,435			—						14,435
		78,034			1,441,837			729,270			(49,423	)		2,199,718
Income (loss) from operations		(78,034	)		161,573			146,000			—			229,539
Other income (expense):
Intercompany interest		156,652			(142,120	)		(14,532	)		—			—
Interest		(142,120	)		42,456			(101	)		—			(99,765	)
Miscellaneous, net		(745	)		67			3,974			—			3,296
		13,787			(99,597	)		(10,659	)		—			(96,469	)
Income (loss) before income taxes		(64,247	)		61,976			135,341			—			133,070
Provision (benefit) for income taxes		(8,711	)		22,621			30,452			—			44,362
Equity in income of subsidiaries		144,244			19,607			—			(163,851	)		—
Net income (loss)		88,708			58,962			104,889			(163,851	)		88,708
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(48,037	)		(6,793	)		(47,462	)		54,255			(48,037	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(47,316	)		(6,072	)		(47,462	)		53,534			(47,316	)
Comprehensive (loss) income	$	41,392		$	52,890		$	57,427		$	(110,317	)	$	41,392

32

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)
For nine months ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			21,874			—			(166,303	)		—
Net income (loss)	$	96,988		$	52,979		$	113,324		$	(166,303	)	$	96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			6,340			21,666			(28,006	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			8,809			21,666			(30,475	)		25,084
Comprehensive income (loss)	$	122,072		$	61,788		$	134,990		$	(196,778	)	$	122,072

33

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
Nine Months Ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(1,062	)	$	168,917		$	155,346		$	(37,166	)	$	286,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(27,245	)		(13,839	)		(42,508	)		—			(83,592	)
Proceeds from sale of property, plant and equipment		—			933			—			—			933
Proceeds from sale of powder facility		—			23,983			—			—			23,983
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(34,245	)		11,077			(42,508	)		7,000			(58,676	)
Cash flows from financing activities:
Principal payments		—			—			(778	)		—			(778	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(78,398	)		—			(37,166	)		37,166			(78,398	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		179,306			(179,306	)		—			—			—
Net cash provided by (used in) financing activities		100,297			(179,306	)		(30,944	)		30,166			(79,787	)
Effect of exchange rate changes on cash		—			—			(4,152	)		—			(4,152	)
Net increase in cash and cash equivalents		64,990			688			77,742			—			143,420
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	142,540		$	1,439		$	138,929		$	—		$	282,908

34

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
Nine Months Ended June 30, 2014

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

14. Subsequent Events

Sale-leaseback

        In July 2015, the Company sold facilities related to the Holland & Barrett International segment for £34,200 British pounds sterling (approximately $54,000) and entered into a 30 year lease for these facilities. The lease will be accounted for as a capital lease that will result in an obligation of approximately $54,000 to be recorded on our consolidated balance sheet in the fourth fiscal quarter of 2015.

35

NBTY, Inc.
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;

36

•

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.

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

37

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.

        During the fiscal quarter ended June 30, 2015 we changed the names of our four segments to more accurately portray the brands and markets in which we do business. There were no other changes in the presentation of our segments. The changes to the names are as follows:

New Segment Name	Previous Segment Name
Consumer Products Group	Wholesale
Holland & Barrett International	European Retail
Puritan's Pride	Direct Response/E-Commerce
Vitamin World	North American Retail

•

Consumer Products Group—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.

•

Holland & Barrett International—This segment generates revenue through its 1,007 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 690 in the UK, 151 in the Netherlands, 48 in Ireland, 18 in Belgium; and franchised stores in the following countries: 32 in China, 28 in Singapore, 15 in United Arab Emirates,10 in Cyprus, five in each of Malta and the Netherlands, two in each of Spain and Kuwait and one in Gibraltar, 49 GNC / MET-Rx 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.

•

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

•

Vitamin World—This segment generates revenue through its 386 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.

Sale of Nutritional Bar Assets and Powder Facility

        In March 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").

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        The closing of the sale pursuant to the Powder APA occurred on June 26, 2015. The sales price for the production assets and transferred contracts was $4,228, subject to post-closing adjustments. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $19,755, subject to post-closing adjustments.

        The closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, and is subject to customary closing conditions. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000. The sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant to the Bar APA will be equal to NBTY's book value for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        As a result of these arrangements, the Company will incur cumulative net charges of approximately $21,000 before tax over the period in which these transactions are completed, of which non-cash charges will consist primarily of accelerated depreciation and a write-off of Goodwill of approximately $17,000; costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $3,492, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations will be reflected in Corporate / Manufacturing.

        Charges related to these divestitures of $9,533 for the three months ended June 30, 2015 were $5,541 for a write-off of Goodwill associated with the fair value of the assets related to the powder facility, $4,942 for accelerated depreciation, $28 for severance and employee related costs and $714 of other costs, partially offset by a gain on a transferred contract of $1,692. Charges related to these divestitures of $14,435 for the nine months ended June 30, 2015 were $6,589 for accelerated depreciation, $5,541 for a write-off of Goodwill associated with the fair value of assets related to the powder facility, $2,199 for severance and employee related costs and $1,798 of other costs, partially offset by a gain on a transferred contract of $1,692.

        In connection with the sale of the Divested Manufacturing Operations, NBTY has entered into long-term supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years.

Other Adjustments

        During the three and nine months ended June 30, 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 $0 and $2,520, related to prepaid rent in our retail operations and a reduction in cost of sales of $732, and $4,440 primarily related to increase the value of its label inventory for the three and nine months ended June 30, 2015, respectively, which has an immaterial impact on the current year financial statements.

39

Results of Operations

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014:

Net Sales

        Net sales by segment were as follows:

	Three Months Ended June 30,
	2015					2014
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Consumer Products Group	$	476,452		58.4	%	$	471,344		58.4	%	$	5,108			1.1	%
Holland & Barrett International		225,428		27.6	%		215,328		26.7	%		10,100			4.7	%
Puritan's Pride		62,467		7.7	%		63,940		7.9	%		(1,473	)		(2.3	)%
Vitamin World		51,263		6.3	%		56,349		7.0	%		(5,086	)		(9.0	)%
Net sales	$	815,610		100.0	%	$	806,961		100.0	%	$	8,649			1.1	%

Consumer Products Group

        Net sales for the Consumer Products Group segment increased $5,108, or 1.1%, to $476,452 for the three months ended June 30, 2015, as compared to the prior comparable period. This increase is due to $19,591 higher net sales of our branded products, primarily driven by increases in core brands, partially offset by $14,483 lower net sales to certain contract manufacturing and private label accounts. Domestic branded net sales increased $14,197 and international branded net sales increased $5,394 for the three months ended June 30, 2015, as compared to the prior comparable period.

        We continue to adjust shelf space allocation among our numerous brands to provide the best overall product mix and to respond to changing market conditions. The Consumer Products Group segment continues to leverage valuable consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride operations to provide our mass market customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall net sales. Promotional programs and rebates were 16.4% of net sales for the three months ended June 30, 2015, as compared to 15.8% of net sales for the prior comparable period; this increase is a result of the increase in the percentage of branded net sales which is more promotionally driven. We expect promotional programs and rebates as a percentage of net sales to fluctuate on a quarterly basis.

        Product returns were 1.6% of net sales for the three months ended June 30, 2015 as compared to 1.2% of net sales for the prior comparable period, and are primarily attributable to returns in the ordinary course of business. We expect product returns relating to normal operations to trend between 1% and 2% of Consumer Products Group net sales in future quarters.

        The following customers accounted for the following percentages of net sales for the three months ended June 30, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Customer A		19	%		18	%		11	%		11	%
Customer B		16	%		13	%		10	%		7	%

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

Holland & Barrett International

        Net sales for the Holland & Barrett International segment increased $10,100, or 4.7%, to $225,428 for the three months ended June 30, 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 8.9% and the euro to the U.S. dollar decreased 19.3% as compared to the prior comparable period. In local currency, net sales increased 17.4% and sales for stores open more than one year (same store sales which include online sales) increased 12.4% as compared to the prior comparable period.

        The following is a summary of Holland & Barrett International store activity:

	Three Months Ended June 30,
	2015			2014
Company-owned stores
Open at beginning of the period		943			902
Opened during the period		15			8
Closed during the period		(2	)		(2	)
Open at end of the period		956			908
Franchised stores
Open at beginning of the period		98			86
Opened during the period		5			1
Closed during the period		(3	)		(4	)
Open at end of the period		100			83
Total company-owned and franchised stores
Open at beginning of the period		1,041			988
Opened during the period		20			9
Acquired during the period		—			—
Closed during the period		(5	)		(6	)
Open at end of the period		1,056			991

Puritan's Pride

        Net sales for the Puritan's Pride segment decreased by $1,473, or 2.3%, to $62,467 for the three months ended June 30, 2015, as compared to the prior comparable period. The total number of orders increased approximately 3%, while the average order size declined approximately 5% for the three months ended June 30, 2015, as compared to the prior comparable period. E-commerce orders comprised 74% of total Puritan's Pride orders for the three months ended June 30, 2015 as compared to 72% 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 and internet promotions which are not offered on a consistent basis every quarter.

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Historical results reflect this pattern and therefore this segment should be viewed on an annual, and not quarterly, basis.

Vitamin World

        Net sales for the Vitamin World segment decreased $5,086, or 9.0%, to $51,263 for the three months ended June 30, 2015, as compared to the prior comparable period. Same store sales (which include online sales) declined 6.3% due to declines in sales of weight loss products as well as overall declines in mall traffic.

        The following is a summary of Vitamin World store activity:

	Three Months Ended June 30,
	2015			2014
Open at beginning of the period		390			417
Opened during the period		2			5
Closed during the period		(6	)		(3	)
Open at end of the period		386			419

Cost of Sales

        Cost of sales was as follows:

	Three Months Ended June 30,
	2015			2014			$ change			% change
Cost of sales	$	429,948		$	431,204		$	(1,256	)		(0.3	)%
Percentage of net sales		52.7	%		53.4	%

        Cost of sales as a percentage of net sales decreased by 0.7 percentage points. The decrease in the percentage of cost of sales was primarily due to higher margins in our Consumer Products Group due to lower materials costs, supply chain efficiencies and the higher proportion of branded product sales, which was partially offset by 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 June 30,
	2015			2014			$ change			% change
Advertising, promotion and catalog	$	45,849		$	60,931		$	(15,082	)		(24.8	)%
Percentage of net sales		5.6	%		7.6	%

        Advertising, promotion and catalog expenses declined $15,082, or 24.8%, for the three months ended June 30, 2015 as compared to the prior comparable period. This was a result of declines in the

42

Consumer Products Group relating to a significant product launch in the prior comparable period, partially offset by increases in the Holland & Barrett International segment.

Selling, General and Administrative Expenses

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

	Three Months Ended June 30,
	2015			2014			$ change		% change
Selling, general and administrative	$	246,895		$	235,538		$	11,357		4.8	%
Percentage of net sales		30.3	%		29.2	%

        The SG&A increase of $11,357, or 4.8%, for the three months ended June 30, 2015, as compared to the prior comparable period, is primarily due to increases of: (i) salaries of $10,404 due to increased stores in the Holland & Barrett International segment as well as a lower accrual for annual bonus expense in the prior comparable period; (ii) professional fees of $3,769 relating to various Consumer Product Group initiatives; (iii) building and occupancy costs of $3,459 primarily relating to additional stores in the Holland & Barrett International segment; (iv) additional depreciation of $2,733 primarily due to the implementation of a POS system in our Holland & Barrett International segment and the ongoing implementation and support of our ERP system in Corporate/Manufacturing, partially offset by decreases of $9,403 due to foreign currency, as the British pound sterling and Euro have weakened as compared to the U.S. dollar, and $1,151 of lower insurance costs as a result of lower premiums.

Income from Operations

        Income from operations was as follows:

	Three Months Ended June 30,
	2015			2014			$ change			% change
Consumer Products Group	$	61,897		$	41,355		$	20,542			49.7	%
Holland & Barrett International		45,890			48,386			(2,496	)		(5.2	)%
Puritan's Pride		6,685			9,009			(2,324	)		(25.8	)%
Vitamin World		1,395			3,073			(1,678	)		(54.6	)%
Corporate / Manufacturing		(32,482	)		(22,535	)		(9,947	)		(44.1	)%
Total	$	83,385		$	79,288		$	4,097			5.2	%
Percentage of net sales		10.2	%		9.8	%

        The increase in the Consumer Products Group segment was primarily due to the increase in net sales and related margins and decreases in advertising expense, partially offset by increased SG&A expenses. The decrease in the Holland & Barrett International segment was the result of increased advertising and SG&A expenses, partially offset by a decrease in foreign currency due to the decline in the British pound sterling and Euro. On a local currency basis, income from operations increased approximately 5%. The decrease in the Puritan's Pride segment was primarily due to lower net sales, increased cost of sales as a percentage of net sales due to additional sales promotions and increased SG&A expenses (primarily salary costs), partially offset by decreases in advertising expenses. The decrease in the Vitamin World segment was primarily due to the decrease in net sales due to store closures and lower same store sales from the prior year, partially offset by decreases in SG&A expenses primarily related to reductions in salaries from store closures as compared to the prior comparable period. Corporate / Manufacturing increased primarily due to increases in salary costs and costs related to the sale of the bar and powder facilities.

43

Interest Expense

        Interest expense for the three months ended June 30, 2015 decreased, as compared to the prior comparable period, due to interest on the interest rate swaps which matured in December 2014.

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 June 30, 2015 and 2014 was 29.6% and 30.7%, respectively. Our effective tax rate for the three months ended June 30, 2015 and 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 2015 and 2014.

Nine Months Ended June 30, 2015 Compared to the Nine Months Ended June 30, 2014:

Net Sales

        Net sales by segment were as follows:

	Nine Months Ended June 30, 2015					Nine Months Ended June 30, 2014
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Consumer Products Group	$	1,425,918		58.7	%	$	1,420,067		58.8	%	$	5,851			0.4	%
Holland & Barrett International		655,831		27.0	%		635,556		26.4	%		20,275			3.2	%
Puritan's Pride		188,984		7.8	%		187,904		7.8	%		1,080			0.6	%
Vitamin World		158,524		6.5	%		169,565		7.0	%		(11,041	)		(6.5	)%
Net sales	$	2,429,257		100.0	%	$	2,413,092		100.0	%	$	16,165			0.7	%

Consumer Products Group

        Net sales for the Consumer Products Group segment increased $5,851, or 0.4% to $1,425,918 for the nine months ended June 30, 2015, as compared to the prior comparable period. This increase is due to $48,047 higher net sales of our branded products, partially offset by $42,196 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 $46,331 and international branded net sales increased $1,716 for the nine months ended June 30, 2015, as compared to the prior comparable period.

        We continue to adjust shelf space allocation among our numerous brands to provide the best overall product mix and to respond to changing market conditions. The Consumer Products Group segment continues to leverage valuable consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride operations to provide our mass market customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall net sales. Promotional programs and rebates were 16.9% of net sales for the nine months ended June 30, 2015, as compared to 15.9% of net sales for the prior comparable period; this increase is a result of the increase in the percentage of branded net sales which is more promotionally driven. We expect promotional programs and rebates as a percentage of net sales to fluctuate on a quarterly basis.

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        Product returns were 1.3% of net sales for the nine months ended June 30, 2015 as compared to 1.4% of net sales for the prior comparable period and are primarily attributable to returns in the ordinary course of business. We expect product returns relating to normal operations to trend between 1% and 2% of Consumer Products Group net sales in future quarters.

        The following customers accounted for the following percentages of net sales for the nine months ended June 30, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Customer A		18	%		19	%		11	%		11	%
Customer B		15	%		12	%		9	%		7	%

        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.

Holland & Barrett International

        Net sales for the Holland & Barrett International segment increased $20,275, or 3.2%, to $655,831 for the nine months ended June 30, 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 this increase, the average exchange rate of the British pound sterling to the U.S. dollar decreased 6.6% and the euro to the U.S. dollar decreased 15.1% as compared to the prior comparable period. In local currency, net sales increased 12.6% and sales for stores open more than one year (same store sales which include online sales) increased 9.2% as compared to the prior comparable period.

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        The following is a summary of Holland & Barrett International store activity:

	Nine Months Ended June 30,
	2015			2014
Company-owned stores
Open at beginning of the period		927			901
Opened during the period		36			22
Closed during the period		(7	)		(11	)
Open at end of the period		956			912
Franchised stores
Open at beginning of the period		89			79
Opened during the period		21			13
Closed during the period		(10	)		(6	)
Open at end of the period		100			86
Total company-owned and franchised stores
Open at beginning of the period		1,016			980
Opened during the period		57			35
Acquired during the period		—			—
Closed during the period		(17	)		(17	)
Open at end of the period		1,056			998

Puritan's Pride

        Net sales for the Puritan's Pride segment increased by $1,080, or 0.6%, to $188,984 for the nine months ended June 30, 2015, as compared to the prior comparable period. The total number of orders increased approximately 8%, while the average order size declined approximately 9% for the nine months ended June 30, 2015, as compared to the prior comparable period. E-commerce orders comprised 75% of total Puritan's Pride orders for the nine months ended June 30, 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 and internet promotions which are not offered on a consistent basis every quarter. Historical results reflect this pattern and therefore this segment should be viewed on an annual, and not quarterly, basis.

Vitamin World

        Net sales for the Vitamin World segment decreased $11,041, or 6.5%, to $158,524 for the nine months ended June 30, 2015, as compared to the prior comparable period. Same store sales (which include online sales) declined 4.3% due to declines in sales of weight loss products as well as overall declines in mall traffic.

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        The following is a summary of Vitamin World store activity:

	Nine Months Ended June 30,
	2015			2014
Open at beginning of the period		414			421
Opened during the period		5			17
Closed during the period		(33	)		(19	)
Open at end of the period		386			419

Cost of Sales

        Cost of sales was as follows:

	Nine Months Ended June 30,
	2015			2014			$ change		% change
Cost of sales	$	1,313,992		$	1,304,003		$	9,989		0.8	%
Percentage of net sales		54.1	%		54.0	%

        Cost of sales as a percentage of net sales remained relatively consistent, as higher margins in our Consumer Products Group due to lower materials costs, supply chain efficiencies and the higher proportion of branded product sales, were offset by 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:

	Nine Months Ended June 30,
	2015			2014			$ change			% change
Advertising, promotion and catalog	$	151,249		$	158,236		$	(6,987	)		(4.4	)%
Percentage of net sales		6.2	%		6.6	%

        Advertising, promotion and catalog expenses decreased $6,987, or 4.4%, for the nine months ended June 30, 2015, as compared to the prior comparable period. This was a result of significant declines in the Consumer Products Group relating to a significant product launch in the prior comparable period and marginal declines in our Puritan's Pride segment relating to on-line search advertising, partially offset by an increase in the Holland & Barrett International segment.

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Selling, General and Administrative Expenses

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

	Nine Months Ended June 30,
	2015			2014			$ change		% change
Selling, general and administrative	$	720,042		$	707,115		$	12,927		1.8	%
Percentage of net sales		29.6	%		29.3	%

        The SG&A increase of $12,927, or 1.8%, for the nine months ended June 30, 2015, as compared to the prior comparable period, is primarily due to increases of: (i) salaries of $19,244due to increased stores in the Holland & Barrett International segment as well as a lower accrual for the annual bonus expense in the prior comparable period; (ii) professional fees of $6,887 relating to various Consumer Products Group initiatives as well as increased legal settlement costs primarily related to the recording of an estimated settlement value in the current period related to the Glucosamine case; (iii) building and occupancy costs of $5,128 primarily relating to additional stores in the Holland & Barrett International segment, partially offset by the correction of prepaid rent within the Vitamin World segment; and (iv) additional depreciation of $8,807 primarily due to the implementation of a POS system in our Holland & Barrett International segment and the ongoing implementation and support of our ERP system in Corporate/Manufacturing, partially offset by decreases of $20,910 due to foreign currency, as the British pound sterling and Euro have weakened as compared to the U.S. dollar and $3,693 of lower insurance costs as a result of lower premiums.

Income from Operations

        Income from operations was as follows:

	Nine Months Ended June 30,
	2015			2014			$ change			% change
Consumer Products Group	$	151,571		$	143,087		$	8,484			5.9	%
Holland & Barrett International		138,287			142,260			(3,973	)		(2.8	)%
Puritan's Pride		19,735			23,372			(3,637	)		(15.6	)%
Vitamin World		7,310			7,568			(258	)		(3.4	)%
Corporate / Manufacturing		(87,364	)		(72,549	)		(14,815	)		(20.4	)%
Total	$	229,539		$	243,738		$	(14,199	)		(5.8	)%
Percentage of net sales		9.4	%		10.1	%

        The increase in the Consumer Products Group segment was primarily due to the increase in net sales and the decrease in advertising expenses, partially offset by increases in SG&A expenses (primarily salaries and professional fees). The decrease in the Holland & Barrett International segment was the result of increased advertising and SG&A expenses, partially offset by higher sales volume. On a local currency basis, income from operations increased approximately 5%. The decrease in the Puritan's Pride segment was primarily due to increased cost of sales as a percentage of net sales due to additional sales promotions and increased SG&A expenses (primarily salary costs), partially offset by a decrease in advertising expenses. The Vitamin World segment remained relatively consistent due to decreased sales, which was offset by decreases in SG&A expenses primarily related to the correction of prepaid rent, as well as reductions in salaries. Corporate/Manufacturing increased due to increases in depreciation expense with the ongoing implementation of our ERP system and accelerated depreciation from the pending sale of the bar and powder facilities as well as, severance costs related to the sale of the bar and powder facilities.

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Interest Expense

        Interest expense for the nine months ended June 30, 2015 decreased, as compared to the prior comparable period, due to interest on the interest rate swaps which matured in December 2014.

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 nine months ended June 30, 2015 and 2014 was 33.3% and 32.6%, respectively. Our effective tax rate for the nine months ended June 30, 2015 and 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 2015 and 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 June 30, 2015		As of September 30, 2014
Cash and cash equivalents	$	282,908	$	139,488
Working capital (including cash and cash equivalents)	$	826,116	$	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 June 30, 2015, cash and cash equivalents of $138,929 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. During fiscal 2015, the Company intends to indefinitely reinvest $50,000 of earnings from our foreign subsidiaries to fund various capital expenditures.

        The increase in cash and cash equivalents of $143,420 at June 30, 2015 as compared to September 30, 2014 was primarily due to net income, proceeds from sale of the powder facility, lower inventories and the increase in accounts payable, partially offset by the increase in accounts receivables.

        The increase in working capital of $16,471 at June 30, 2015 as compared to September 30, 2014 was primarily due to the increases in cash and cash equivalents and accounts receivable, partially offset by the increase in accounts payable and decrease in inventory.

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

	Nine Months Ended June 30,
	2015			2014
Net cash provided by operating activities	$	286,035		$	27,017
Net cash used in investing activities	$	(58,676	)	$	(72,436	)
Net cash used in financing activities	$	(79,787	)	$	(60,361	)
Inventory turnover		2.1			2.1
Days sales (Consumer Products Group) outstanding in accounts receivable		37			35

        Net cash provided by operating activities increased for the nine months ended June 30, 2015 as compared to the prior comparable period, primarily due to an increase in accounts payable due to timing and inventory fluctuations whereby the inventory levels increased in the prior comparable period to increase order fulfillment rates and due to operational efficiencies we have decreased inventory levels in the current period.

        During the nine months ended June 30, 2015, net cash used in investing activities consisted primarily of purchases of property, plant and equipment, partially offset by proceeds from the sale of the powder facility. During the nine months ended June 30, 2014, net cash used in investing activities consisted primarily of purchases of property, plant and equipment.

        For the nine months ended June 30, 2015 and 2014, net cash used in financing activities primarily related to dividends paid to 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 Holland & Barrett International 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

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capitalized deferred financing costs as well as $1,151 of the call premium on term loan B-1 were expensed and costs incurred and recorded as deferred financing costs were approximately $15,190, including $13,924 of the call premium paid on term loan B-1, and 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 June 30, 2015, NBTY was in compliance with all covenants under the credit agreement.

        As of June 30, 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. In July 2015, the letter of credit was increased to $6,100.

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

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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 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 June 30, 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.

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

•

incur or guarantee additional indebtedness;

•

make certain investments;

•

pay dividends or make distributions on our capital stock;

•

sell assets, including capital stock of restricted subsidiaries;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

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

•

enter into transactions with our affiliates;

•

incur liens; and

•

designate any of our subsidiaries as unrestricted subsidiaries.

        Our ability to make payments on and to refinance our indebtedness, including the Notes and Holdco Notes, will depend on our ability to generate cash in the future. We believe that our cash on hand, together with 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

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capacity, because cash expenditures for interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges.

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

		June 30, 2015			June 30, 2014
Senior secured debt		$	1,507,500		$	1,507,500
Less up to $150,000 unrestricted cash balance			(150,000	)		(85,376	)
	(a)	$	1,357,500		$	1,422,124
NBTY Consolidated EBITDA (Four consecutive quarters)	(b)	$	502,902		$	517,203
Senior Secured Leverage Ratio	(a /b)		2.70x			2.75x
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 nine months ended and four consecutive quarters ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Nine Months Ended June 30,						Four Consecutive quarters ended June 30,
	2015			2014			2015			2014			2015			2014
Net (loss) income	$	37,262		$	33,267		$	88,708		$	96,988		$	(52,430	)	$	96,760
Interest expense		32,593			33,794			99,766			101,698			134,109			203,540
Provision for income taxes		15,657			14,761			44,362			46,861			7,645			43,251
Depreciation and amortization		34,122			27,310			91,920			78,709			119,767			105,401
EBITDA		119,634			109,132			324,756			324,256			209,091			448,952
Severance costs(a)		3,151			2,435			13,487			3,732			14,733			4,272
Stock-based compensation(b)		652			817			2,059			3,373			2,773			3,511
Management fee(c)		750			750			2,250			2,250			3,000			3,000
Consulting fees(d)		8,539			6,527			18,088			16,903			24,796			26,463
Impairments and disposals(e)		5,579			739			7,374			5,198			216,859			5,800
Other items(f)		1,475			1,613			24,440			8,949			34,896			14,922
Pro forma cost savings(g)		9,923			5,949			29,768			17,847			39,691			23,796
Limitation on certain EBITDA adjustments(h)		(10,734	)		(3,415	)		(32,202	)		(10,246	)		(42,937	)		(13,662	)
Consolidated EBITDA	$	138,969		$	124,547		$	390,020		$	372,262		$	502,902		$	517,054

(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 management 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 Puritan's Pride and Vitamin World segments in the four consecutive quarters ended June 30, 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.

55

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 nine months ended June 30, 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:

	June 30, 2015			September 30, 2014
Total Assets		29	%		26	%
Total Liabilities		5	%		3	%

        In preparing the consolidated financial statements, the financial statements of the foreign subsidiaries are translated from the functional currency, generally the local currency, into U.S. dollars. This process results in 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 nine months ended June 30, 2015 and 2014, translation (losses) gains of ($48,037) and $22,615, respectively, were included in determining other comprehensive income (loss). Accordingly, cumulative translation losses of approximately ($76,519) and ($28,481) were included as part of accumulated other comprehensive loss within the consolidated balance sheets at June 30, 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 May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will

56

recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance was effective for us beginning October 1, 2017, however in July 2015 the FASB decided to defer the effective date of the new standard by one year. Early adoption would be permitted for us beginning October 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In 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 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 are presented as a reduction of the carrying amount of the related liability, rather than as an asset. The guidance was effective for us beginning October 1, 2016, and early adoption was permitted. This guidance has been early adopted and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

        In July 2015, the FASB issued guidance which applies to inventory for which cost is determined by methods other than the last-in first-out and the retail inventory method. Under the new guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us beginning January 1, 2017, and should be applied prospectively with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements and related disclosures.

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 Consumer Products Group business may result in the recognition of asset impairment charges. Certain categories within the Consumer Products Group, Puritan's Pride and Vitamin World segments are performing below expectations, which increases the risk of impairment for the indefinite-lived tradenames associated with those categories. The carrying value of the tradenames associated with the Consumer Products Group, Puritan's Pride and Vitamin World as of June 30, 2015 was approximately $435,000, $160,000 and $55,000, respectively. The carrying value of goodwill associated with the Consumer Products Group and Puritan's Pride segments are $624,949 and $202,746, respectively.

57

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 $861,017, or 35.4%, of total net sales for the nine months ended June 30, 2015. A majority of our foreign currency exposure is denominated in British pounds sterling, the euro, Canadian dollar and the Chinese renminbi. For the nine months ended June 30, 2015, as compared to the prior comparable period, the British pound sterling, the euro and Canadian dollar decreased 6.6%, 15.1% and 9.9% , respectively, as compared to the U.S. dollar. The combined effect of the changes in these currency rates resulted in a decrease of $74,128 in net sales and a decrease of $14,513 in operating income. The change in the Chinese renminbi was insignificant.

        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. `

58

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

Evaluation of Disclosure Controls and Procedures

        Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. We designed our disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 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 nine months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

59

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 were granted on June 9, 2015, and the cases are consolidated before Judge John W. Darrah of the United States District Court, North District of Illinois—Eastern Division (the "MDL Case"). An initial conference is scheduled for August 20, 2015. Three class actions against one of our customers to which we may have a duty to indemnify have not been transferred and consolidated with the MDL Case, and are at the initial stages of litigation.

        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 Consumer Products Group 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

60

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 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. On May 14, 2015, the settlement was submitted to the court for preliminary approval and a preliminary conference was held before the court on July 22, 2015. 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

61

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.

62

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

Risk Factors

        In addition to the other information set forth in this Report, you should carefully consider the risk factors disclosed under the caption "Risk Factors" in the 2014 Annual 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 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.

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. On June 26, 2015, Health Canada conducted a routine inspection of Good Manufacturing Practices of the OTC drug operations of our Canadian subsidiary, Vita Health. In connection with such inspection, Health Canada identified certain deficiencies primarily around electronic data management procedures in Vita Health's quality control laboratory pertaining to OTC drugs. On July 24, 2015, we submitted a remediation plan to Health Canada as Vita Health's formal response to these inspection findings and expect a response from Health Canada by the end of fiscal 2015. If these deficiencies are not addressed in a manner acceptable to Health Canada, additional actions may result from the inspection including, without limitation, shortened inspection cycles, additional reporting requirements or the suspension or revocation of Vita Health's OTC and/or Natural Health Products (NHPs) site licenses. 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.

63

NBTY, Inc. and Subsidiaries
Item 6. Exhibits

Exhibit No.		Description
	3.1	Amended and Restated Certificate of Incorporation of NBTY, Inc. (Incorporated by reference to Exhibit 3.1 to NBTY's Registration Statement on Form S-4 (No. 333-172973) (the "Registration Statement").
	3.2	Second Amended and Restated By-Laws of NBTY, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement).
	10.1	Bar Asset Purchase Agreement dated March 3, 2015, between Nellson Nutraceutical, LLC and NBTY, Inc.*
	10.2	Powder Asset Purchase Agreement dated March 3, 2015, between Nellson Nutraceutical, LLC and NBTY, Inc.*
	10.3	Management Incentive Plan of NBTY, Inc. for U.S. based associates.*
	31.1	Rule 13a-14(a) Certification of Principal Financial Officer.*
	31.2	Rule 13a-14(a) Certification of Principal Financial Officer.*
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	101.INS	XBRL Instance Document***
	101.SCH	XBRL Taxonomy Extension Schema Document***
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document***
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document***
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document***
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document***

*

Filed herewith

**

Furnished, not filed

***

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

64

SIGNATURES

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

	NBTY, Inc. (Registrant)
Date: August 5, 2015	By:	/s/ STEVEN CAHILLANE Steven Cahillane Chief Executive Officer, President and Director
Date: August 5, 2015	By:	/s/ DIPAK GOLECHHA Dipak Golechha Chief Financial Officer

65

EX-10.1

Exhibit 10.1

Execution Version

BAR ASSET PURCHASE AGREEMENT

dated as of March 3, 2015

between

NELLSON NUTRACEUTICAL, LLC,

and

NBTY, INC.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
1.1	Definitions	1
ARTICLE II PURCHASE AND SALE OF TRANSFERRED ASSETS; ASSUMPTION OF LIABILITIES; CALCULATION OF PURCHASE PRICE		5
2.1	Transferred Assets	5
2.2	Excluded Assets	5
2.3	No Assumed Liabilities	6
2.4	Excluded Liabilities	6
2.5	Purchase Price	6
2.6	Physical Inventory Count; Purchase Price Adjustment	7
2.7	Repurchase of Closing Inventory	8
ARTICLE III THE CLOSINGS		9
3.1	Closings; Closing Dates	9
3.2	Transactions to be Effected at each Closing	9
3.3	Expiration Date	9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER		10
4.1	Organization	10
4.2	Due Authorization	10
4.3	No Conflict	10
4.4	No Authorization or Consents Required	11
4.5	Brokers	11
4.6	No Other Representation or Warranties	11
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		11
5.1	Corporate Organization	11
5.2	Due Authorization	12
5.3	No Conflict	12
5.4	No Authorization or Consents Required	12
5.5	Brokers	12
5.6	Financial Capability	13
5.7	Solvency	13
5.8	No Other Representations and Warranties	13
5.9	No Additional Representations; No Reliance	13
ARTICLE VI COVENANTS		14
6.1	Assets	14
6.2	Public Announcements	14
6.3	Additional Assets Purchase Option	15
6.3	Disassembly of Equipment	15

i

TABLE OF CONTENTS
(Continued)

			Page
6.4	Decommissioning of Facilities		16
6.5	Transfer Taxes		16
6.6	Proration of Taxes and Charges		16
6.7	Purchase Price Allocation for Tax Returns		17
ARTICLE VII CONFIDENTIALITY			17
7.1		[RESERVED]	17
ARTICLE VIII INDEMNIFICATION			17
8.1		Survival	17
8.2		Indemnification of the Purchaser	18
8.3		Indemnification of the Seller	18
8.4		Indemnification Claim Procedures	18
8.5		Limitations on Indemnification Liability	20
8.6		Additional Matters	20
ARTICLE IX			21
CONDITIONS TO OBLIGATIONS			21
9.1		Conditions to Obligations of the Purchaser and the Seller	21
ARTICLE X MISCELLANEOUS			21
10.1		Expenses	21
10.2		Amendment	21
10.3		Entire Agreement	21
10.4		Headings	21
10.5		Notices	21
10.6		Exhibits and Schedules	23
10.7		Waiver	23
10.8		Binding Effect; Assignment	23
10.9		No Third Party Beneficiary	23
10.10		Counterparts	23
10.11		Governing Law and Jurisdiction	23
10.12		Consent to Jurisdiction and Service of Process	23
10.13		WAIVER OF JURY TRIAL	24
10.14		Specific Performance	24
10.15		Severability	24

ii

BAR ASSET PURCHASE AGREEMENT

This BAR ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”) for the sale of certain nutritional bar production assets and certain inventory of the Seller to the Purchaser.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations, warranties and undertakings contained herein, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions.  The following terms, whenever used herein, shall have the following meanings for all purposes of this Agreement.

“Action” means any claim, action, suit, audit, assessment, arbitration or inquiry, or any proceeding or investigation, by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, (i) any other Person that, directly or indirectly, owns or controls, or has the right to acquire, whether beneficially or of record, a majority of the equity interests of such specified Person, or (ii) any other Person that, directly or indirectly, controls, is controlled by, is under direct or indirect common control with, such specified Person; provided that, with respect to the Seller, the term “Affiliate” shall not include any shareholders of the Seller (including any investment fund managed by Carlyle Investment Management L.L.C. or its Affiliates or any of their respective portfolio companies (other than the Seller and its subsidiaries).

“Business” means the nutritional bar production business of the Seller related to the Transferred Assets.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the Confidentiality Agreement, dated March 27, 2014, by and between Nellson Nutraceutical, LLC and NBTY, Inc.

“Disqualified Inventory” means inventory (i) for which the original packaging has been opened or tampered with or (ii) that is not accompanied by an original Certificate of Analysis.

“Employee” means any (i) current or former employee who is or was employed by the Seller who is employed with respect to the Business or (ii) any individual (including any director, consultant or independent contractor) who performed or performs services in connection with the Business.

“ERISA Affiliate Liability” means any actual or contingent Liability of the Seller under or in respect of any Plan pursuant to section 414 of the Code or section 4001(b)(1) of ERISA as a result of the Seller being treated as a single employer under section 414 of the Code or section 4001 of ERISA with respect to any other Person.

“Excluded Employee Liabilities” means each of the following:

(a)any Liabilities arising out of, relating to or resulting from  any Plan, including any obligations to contribute to, make payments with respect to or provide benefits under any Plan and any arrangement that provides severance-type, stay or retention pay or change-in-control payments or benefits, supplemental executive retirement plan or benefits;

(b)any and all Liabilities arising out of, relating to or resulting from any action with respect to any Employee (or prospective Employee) relating to his/her employment or services, or termination of employment or services, with the Seller or any of its Affiliates, including as a result of the consummation of the transactions contemplated by this Agreement;

(c)any ERISA Affiliate Liability; and

(d)any obligation to provide continuation coverage pursuant to COBRA under any Plan that is a “group health plan” (as defined in Section 5000(b)(1) of the Code) to (i) any Employees or (ii) Employees whose employment has terminated prior to the final Closing Date.

“Fair Market Value” means with respect to any asset, the price a willing buyer would pay a willing seller for such asset (i) as mutually agreed by the Purchaser and the Seller, or (ii) if parties are not able to mutually agree on any applicable amount, the amount determined by an independent asset valuation firm of recognized national standing as may be mutually selected by the Purchaser and the Seller (such firm, the “Appraiser”).  With respect to clause (ii) above, (A) upon engagement of an Appraiser, the Purchaser and the Seller shall promptly provide their assertions regarding the applicable value in question in writing to the Appraiser and to each other; (B) the Appraiser shall be instructed to render its determination (which shall be no greater than the Seller’s proposed valuation and no lower than the Purchaser’s proposed valuation) with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Appraiser); (C) the determination of the Appraiser shall be final, conclusive and binding on the parties; and (D) all fees and expenses of the Appraiser relating to the work, if any, to be performed by the Appraiser hereunder shall be borne pro rata as between the Purchaser, on the one hand, and the Seller, on the other, in proportion to the allocation of the dollar value of the amounts in dispute as between the Purchaser and the Seller (set forth in the written submissions to the Appraiser) made by the Appraiser such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses.

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“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“IDA Lease Agreement” means the Lease Agreement, dated October 27, 2011, by and between Town of Babylon Industrial Development Agency and New Measures, LLC.

“Indemnitor” means the party required to provide indemnification pursuant to Sections 8.2 or 8.3.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Liability” means any debt, liability, obligation of any kind or nature (whether accrued or fixed, absolute or contingent or matured or unmatured), loss, damage, claim, cost or expense, including reasonable attorneys’ fees and expenses and disbursements, including those arising under any law, action or order and those arising under any contract.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such asset.

“Long Term Bar Supply Agreement” means the Bar Manufacturing Agreement, dated as of the date hereof, between Nellson Nutraceutical, LLC and NBTY Manufacturing, LLC.

“Losses” means all Liabilities, fines, penalties, judgments, actions and costs.

“Obsolete Inventory” means inventory that either (i) has no planned usage under the Long Term Bar Supply Agreement or (ii) is beyond its shelf life.

“Permitted Liens” means (i) Liens listed on Schedule 1.1(a), (ii) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and other similar liens incurred in the ordinary course of business and (iii) non-monetary Liens which do not, individually or in the aggregate, materially interfere with any present or intended use of such property or assets.

“Person” means any natural person, business, corporation, partnership, association, limited liability company, joint venture, business enterprise, trust or other entity.

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“Plan” means each pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Seller is the owner, the beneficiary or both), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, program, policy, practice, agreement or arrangement, whether written or oral, formal or informal, including each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), and each other employee benefit plan, program, policy, practice agreement or arrangement, whether or not subject to ERISA (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), (i) under which any Employee has any present or future right to benefits and that the Seller or any of its Affiliates maintains, sponsors or contributes to, or for which the Seller or any of its Affiliates has any obligation to maintain, sponsor or contribute, or (ii) with respect to which the Seller or any of its Affiliates has any direct or indirect liability, whether contingent or otherwise in respect of any Employee.

“Purchase Price” means (i) with respect to the First Closing, the sum of the amounts payable at such Closing pursuant to Sections 2.5(a)(i), 2.5(b) and 2.5(c)(i), and (ii) with respect to the Second Closing, the sum of the amounts payable at such Closing pursuant to Sections 2.5(a)(ii), 2.5(b) and 2.5(c)(ii).

“Slow Moving Inventory” means inventory, (A) with quantities on hand representing more than 180 days of supply based on usage in the last 12 months or (B) with less than, the lesser of (i) 90 days useful life or (ii) 1/4 of its shelf life remaining; provided that, for the avoidance of doubt, with respect to clause (A), only that portion of inventory that exceeds the amount required for 180 days of supply shall be considered Slow Moving Inventory.

“Subsidiary” means, with respect to a Person, (a) a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person, (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly owns or controls more than a 50% equity interest and (c) any other Person of which at least a majority of the equity interest (however designated) entitled to vote in the election of the governing body, partners, managers or others that will control the management of such other Person is directly or indirectly owned or controlled by such Person.

“Tax” or “Taxes” means (i) any and all federal, state, provincial, local, foreign and other taxes, levies, fees imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, registration,

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capital stock, license, branch, payroll, estimated withholding, alternative minimum, add on minimum, employment, disability, social security (or similar), unemployment, compensation, utility, severance, production, excise, natural resources, stamp, occupation, premium, windfall profits, transfer and gains taxes, customs duties or other tax, of any kind whatsoever, and (ii) any transferee, successor or contractual liability in respect of any items described in clause (i) above.

“Tax Returns” means any and all returns, reports, declarations, claims for refund, elections, disclosures, estimates, information reports or returns, or statements supplied or required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

ARTICLE II

PURCHASE AND SALE OF TRANSFERRED ASSETS; ASSUMPTION OF LIABILITIES; CALCULATION OF PURCHASE PRICE

2.1Transferred Assets.  At each Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the applicable Purchase Price at each Closing, all of the Seller’s and its direct and indirect Subsidiaries’ right, title and interest in and to the following (the “Transferred Assets”):

(a)The production assets listed on Schedule 2.1(a)(i), Schedule 2.1(a)(ii),  the Additional 7000 Plant Assets and the Additional 5100 Plant Assets (the “Closing Production Assets”); and

(b)the raw material, packaging, labels, work in process and component inventories listed on Schedule 2.1(b) (the “Closing Inventory”), which for the avoidance of doubt, will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory or finished goods, notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory or finished goods on Schedule 2.1(b).

Notwithstanding anything to the contrary herein, to the extent any Transferred Assets are damaged in any material respect (ordinary wear and tear or damage caused by the Purchaser excepted) prior to the applicable Closing Date when such assets would be transferred to the Purchaser, the parties shall mutually agree whether such assets shall be transferred at the applicable Closing and, if transferred, the purchase price for any such assets shall be the Fair Market Value thereof.

2.2Excluded Assets.  The Transferred Assets shall exclude any assets of the Seller not included in Section 2.1, including any Tax refunds, credits or other

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offsets to Taxes with respect to a taxable period (or portion thereof) ending on the Closing Date (the “Excluded Assets”).

2.3No Assumed Liabilities.  The Purchaser shall not assume any Liabilities of the Seller under this Agreement.

2.4Excluded Liabilities.  The Purchaser shall not assume any Liabilities of the Seller or its Affiliates of any nature whatsoever, whether presently existing or arising before or after any of the Closings, including any of the following Liabilities (collectively, the “Excluded Liabilities”), which Liabilities shall be retained by and remain obligations of the Seller to be satisfied and discharged by the Seller or its Affiliates in accordance with their respective terms; provided however, for the avoidance of doubt Excluded Liabilities shall not include any Liabilities of the Purchaser and its Affiliates to the extent arising as a result of the Purchaser’s and its Affiliates’ operation of the Business following the applicable Closing:

(a)any Liabilities of the Seller or any of its Affiliates to the extent relating to the Excluded Assets;

(b)all Liabilities, obligations and expenses of any kind or nature relating to Taxes of the Seller and, with respect to the Transferred Assets, for any period ending on or before the applicable Closing Date and any Taxes imposed on Seller in connection with the transaction contemplated by this Agreement;

(c)all Excluded Employee Liabilities;

(d)Decommissioning Liabilities; and

(e)all product liability actions and/or recall Liabilities with respect to nutritional bars manufactured or sold by Seller or its Affiliates prior to the applicable Closing; but for the avoidance of doubt any such actions or Liabilities of the Purchaser or its Affiliates to the extent arising as a result of their operation of the Business following the applicable Closing are not Excluded Liabilities.

2.5Purchase Price.

(a)With respect to the Closing Production Assets purchased at each Closing, the purchase price for the Closing Production Assets to be transferred at the applicable Closing shall be (i) $7,497,000 plus the Additional 7000 Plant Assets Purchase Price (with respect to the First Closing) and (ii) $4,549,400 plus the Additional 5100 Plant Assets Purchase Price (with respect to the Second Closing).

(b)With respect to the Closing Inventory purchased at each Closing, the purchase price for the applicable Closing Inventory to be transferred at such Closing shall be equal to the Seller’s actual cost for such Closing Inventory, as specified in the applicable Closing Inventory Estimate, subject to the adjustment provided in Section 2.6.

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(c)With respect to Personal Property Taxes and Charges, the aggregate purchase price paid at each Closing pursuant to this Section 2.5 shall be (i) with respect to the First Closing, increased by any First Closing Personal Property Taxes and Charges actually paid by the Seller but apportioned to the Purchaser pursuant to Section 6.6, and reduced by any First Closing Personal Property Taxes and Charges apportioned to the Seller pursuant to Section 6.6, and (ii) with respect to the Second Closing, increased by any Second Closing Personal Property Taxes and Charges actually paid by the Seller but apportioned to the Purchaser pursuant to Section 6.6, and reduced by any Second Closing Personal Property Taxes and Charges apportioned to the Seller pursuant to Section 6.6.

2.6Physical Inventory Count; Purchase Price Adjustment.

(a)(i) At least 5 business days prior to each Closing, the Seller will provide written notice to the Purchaser containing an estimate of the Closing Inventory to be transferred at such Closing and the Seller’s actual cost therefor together with reasonable supporting documentation regarding such actual cost (each such estimate, a “Closing Inventory Estimate”) and the dates, times and locations that the Closing Inventory to be transferred at such Closing will be shipped to the Purchaser, and the Purchaser, at its option, shall have the right to have a representative present at the shipping site to inspect the loading of the Closing Inventory to be transferred at such Closing, and perform a physical inventory count and determine the purchase price of such inventory consistent with the methodology set forth in Section 2.5; (ii) within 14 days after each Closing Date, the Seller shall prepare in good faith and deliver to the Purchaser a certificate executed by an executive officer of the Seller (the “Physical Inventory Statement”) setting forth the Seller’s determination of the actual physical inventory count and purchase price of any inventory included as Closing Inventory consistent with the calculation of the purchase price of such inventory as set forth in Section 2.5;

(b)If the Purchaser conducts an inspection and physical inventory count prior to the transfer of the Closing Inventory as described in Section 2.6(a)(i) above, the Seller shall retain any Slow Moving Inventory or Disqualified Inventory as determined by the Purchaser in connection with its inspection.

(c)Within 20 business days after the Purchaser’s receipt of the Physical Inventory Statement, the Purchaser shall deliver to the Seller a written statement either accepting the Physical Inventory Statement or specifying any objections thereto.  If the Purchaser does not deliver any such objections within such 20 business day period, the Physical Inventory Statement shall become final and binding upon all parties.  If the Purchaser does deliver such objections within such period, then the parties shall engage an Appraiser to resolve such objections and determine the Fair Market Value of the Closing Inventory transferred at such Closing.  If the Purchaser does not conduct a physical inventory count prior to the transfer of the Closing Inventory as described in Section 2.6(a)(i) above, the Purchaser shall give Seller or its representative a reasonable opportunity to be present at any inventory count conducted by the Purchaser or to conduct its own such inventory count and the Purchaser shall retain all damaged, Slow Moving Inventory or Disqualified Inventory which is excluded from the Physical

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Inventory Statement for inspection by Seller until such time as the Purchase Price adjustment process specified in this Section 2.6 is complete

(d)If the purchase price of the Closing Inventory transferred at the applicable Closing as determined in accordance with this Section 2.6 is less than the purchase price actually paid for such Closing Inventory at the applicable Closing, the Seller shall, within 5 business days after the Physical Inventory Statement becomes final, make payment by wire transfer of immediately available funds to the Purchaser in the amount of such difference in amount, or the value of such quality or condition deficiency.

(e)If the purchase price actually paid for the Closing Inventory transferred at the applicable Closing is less than the purchase price of such Closing Inventory as determined in accordance with this Section 2.6, the Purchaser shall, within 5 business days after the Physical Inventory Statement becomes final, make payment by wire transfer of immediately available funds to the Seller in the amount of such difference in amount.

(f)At any time after receipt of a Closing Notice and on or prior to the applicable Closing Date (but prior to the applicable Closing), the Purchaser and the Seller shall conduct a joint inspection of the Closing Production Assets on Schedule 2.1(a)(i) and the Additional 7000 Plant Assets (with respect to the First Closing) or Schedule 2.1(a)(ii) and the Additional 5100 Plant Assets (with respect to the Second Closing) to determine if any such Closing Production Assets are not available to be delivered to the Purchaser (any such Closing Production Assets, “Undeliverable Production Assets”), and the Purchase Price at the applicable Closing shall be reduced by the amount set forth on Schedule 2.1(a)(i), Schedule 2.1(a)(ii) or Schedule 2.1(a)(iii) (as applicable) next to such Undeliverable Production Assets.

2.7Repurchase of Closing Inventory.  If any Closing Inventory is not used by Purchaser for the manufacture of products under the Long Term Bar Supply Agreement and cannot be used for the manufacture of other third party bar products manufactured by Purchaser within one-hundred eighty (180) days after the Closing, Purchaser may invoice the Seller for the actual cost of such Closing Inventory (as specified in the final and binding Physical Inventory Statement) for payment by Seller within thirty (30) days after submission of such invoice.  To the extent that the Seller pays for the cost of any Closing Inventory pursuant to the immediately preceding sentence, title to such Closing Inventory shall transfer to the Seller and the Seller may, at its sole discretion, request that the Purchaser use such Closing Inventory for the manufacture of products under the Long Term Bar Supply Agreement, dispose of the Closing Inventory, at the Seller’s cost, or make the Closing Inventory available for transport by the Seller.

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ARTICLE III

THE CLOSINGS

3.1Closings; Closing Dates.  Subject to the satisfaction of the conditions set forth in Section 9.1, each closing of the sale and purchase of the Transferred Assets contemplated hereby (each, a “Closing,” and each date on which such Closings occur, a “Closing Date”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064 as follows:

(a)The first Closing (the “First Closing”) shall occur on the 5th business day after the Seller has notified the Purchaser in writing (the “First Closing Notice”) that the Closing Production Assets located at the 7000 New Horizons Boulevard, N. Amityville, NY 11701 facility (the “7000 Plant”) and listed on Schedule 2.1(a)(i) are ready to be transferred to the Purchaser.

(b)The second Closing (the “Second Closing”) shall occur on the 5th business day after the Seller has notified the Purchaser in writing (the “Second Closing Notice” and, together with the First Closing Notice, the “Closing Notices”) that the Closing Production Assets located at the 5100 New Horizons Boulevard, N. Amityville, NY 11701 facility (the “5100 Plant”) and listed on Schedule 2.1(a)(ii) are ready to be transferred to Purchaser.

3.2Transactions to be Effected at each Closing.  At each Closing, the following transactions shall be effected by the parties:

(a)The Seller shall and, to the extent applicable, shall cause its Affiliates to deliver to the Purchaser a duly executed bill of sale in the form of Exhibit A (each, a “Bill of Sale”) specifying (i) the Closing Production Assets from (x) in the case of the First Closing, Schedule 2.1(a)(i) plus the Additional 7000 Plant Assets, and (y) in the case of the Second Closing, Schedule 2.1(a)(ii) plus the Additional 5100 Plant Assets, (ii) in each case, the Closing Inventory from Schedule 2.1(b) (as specified in the Closing Inventory Estimate for such Closing) and (iii) in each case, the Purchase Price; and

(b)The Purchaser shall:

(i)pay to the Seller by wire transfer of immediately available funds to a bank account designated in writing by the Seller an amount equal to the Purchase Price applicable for such Closing; and

(ii)deliver to the Seller (or one of its Affiliates, if applicable) a duly executed Bill of Sale.

3.3Expiration Date.  Purchaser or Seller may terminate this Agreement upon delivering written notice to the other party, if each Closing has not occurred on or prior to March 31, 2016.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser, as of the date hereof and as of each Closing Date, as follows:

4.1Organization.  The Seller has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted.  The Seller is duly licensed or qualified and in good standing as a foreign entity in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect.

4.2Due Authorization.  The Seller has all requisite power and authority necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by the Seller of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved.  This Agreement has been duly and validly executed and delivered by the Seller and (assuming this Agreement constitutes a legal, valid and binding obligation of the Purchaser) constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

4.3No Conflict.  Except as set forth on Schedule 4.3, and except as may result from any facts or circumstances relating solely to the Purchaser, the execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with or result in a default under, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation, breach or default under, or accelerate the performance required, in each case in any material respect, under, or result in the termination of or give any Person the right to terminate, any contract applicable to the Transferred Assets (other than contracts which are cancelable (without penalty, cost or other liability) within ninety (90) days), (b) assuming compliance with the matters addressed in Section 4.4, violate, conflict with or result in a default of, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation or breach of, or default, in each case in any material respect, under any applicable Law or order binding upon or applicable to the Seller, (c) violate or conflict with the certificate of formation, certificate of incorporation, bylaws or other organizational documents of the Seller, or (d) result in the creation or imposition of any Lien, with or without notice or lapse of time or both, on any of the Transferred Assets.

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4.4No Authorization or Consents Required.  Assuming the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required on the part of the Seller with respect to the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except as otherwise disclosed on Schedule 4.4.

4.5Brokers.  Except for the fees and expenses as set forth on Schedule 4.5 which will be paid by the Seller at or prior to the applicable Closing, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Seller.

4.6No Other Representation or Warranties.  Except for the representations and warranties contained in Article IV, none of Seller or any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives, makes any express or implied representation or warranty with respect to Seller, its Affiliates, the Business, the Transferred Assets or with respect to any other information provided, or made available, to the Purchaser or any of its Affiliates, agents or representatives in connection with the transactions contemplated by this Agreement.  None of Seller or any other Person will have or be subject to any liability or other obligation to the Purchaser, its Affiliates, agents or representatives or any Person resulting from the sale of the Transferred Assets to the Purchaser or the Purchaser’s use of, or the use by any of its Affiliates or representatives of any such information, including information, documents, projections, forecasts or other material made available to the Purchaser, its Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in Article IV.  Each of Seller and its Affiliates disclaims any and all other representations and warranties, whether express or implied.  Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any of its Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets, the Excluded Liabilities or any business of the Seller other than the Business.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to Seller as follows:

5.1Corporate Organization.  The Purchaser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own or lease its properties and to conduct its business as it is now being conducted.  The Purchaser is duly licensed or qualified and in good standing as a foreign entity in all

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jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified would not have a material adverse effect on the ability of the Purchaser to enter into this Agreement or consummate the transactions contemplated hereby.

5.2Due Authorization.  The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the sole member, and no other equityholder approval or other company proceeding, consent or authorization on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions.  This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming this Agreement constitutes a legal, valid and binding obligation of the Seller) constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

5.3No Conflict.  Except as set forth on Schedule 5.3, the execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with or result in a default under, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation, breach or default under, or accelerate the performance required, in each case in any material respect, under, or result in the termination of or give any Person the right to terminate, any contract to which the Purchaser is a party or by which any of its assets are bound, (b) assuming compliance with the matters addressed in Section 5.4, violate, conflict with or result in a default of, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation or breach of, or default, in each case any material respect, under any applicable Law or order binding upon or applicable to the Purchaser, (c) violate or conflict with the certificate of incorporation, bylaws or other organizational documents of the Purchaser, or (d) result in the creation or imposition of any material Lien, with or without notice or lapse of time or both, on any assets of the Purchaser.

5.4No Authorization or Consents Required.  Assuming the truth and completeness of the representations and warranties of the Seller contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required on the part of the Purchaser with respect to the Purchaser’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for as otherwise disclosed on Schedule 5.4.

5.5Brokers.  No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the

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transactions contemplated by this Agreement based upon arrangements made by the Purchaser or any of its Affiliates.

5.6Financial Capability.  At each Closing, the Purchaser will have access to sufficient funds available to pay the Purchase Price for the assets to be transferred at such Closing and any fees or expenses incurred by the Purchaser in connection with the transactions contemplated hereby.   The Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources.

5.7Solvency.  The Purchaser is not entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors of the Purchaser or any of its Affiliates.  Assuming that the representations and warranties of the Seller contained in this Agreement are true and correct in all material respects, and after giving effect to the transactions contemplated by this Agreement, at and immediately after the applicable Closing, the Purchaser and each of its Subsidiaries (including each of the Purchased Subsidiaries) (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable Liability on its recourse debts as they mature or become due); (b) will have adequate capital and liquidity with which to engage in its business; and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

5.8No Other Representations and Warranties.  Except for the representations and warranties contained in this Agreement or any certificate delivered pursuant to this Agreement, the Purchaser makes no express or implied representation or warranty, and the Purchaser hereby disclaims any such representation or warranty with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

5.9No Additional Representations; No Reliance.

(a)The Purchaser acknowledges and agrees that neither the Seller nor any of its Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, the Transferred Assets or other matters that is not specifically included in this Agreement or the Disclosure Schedules.  Without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates nor any other Person has made a representation or warranty to the Purchaser with respect to, and neither the Seller nor any other Person, shall be subject to any Liability to the Purchaser or any other Person resulting from, the Seller or its representatives making available to the Purchaser, (i) any projections, estimates or budgets for the Business, or (ii) any materials, documents or information relating to the Seller or the Business made available to the Purchaser or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each

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case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement.  In connection with the Purchaser’s investigation of the Business, the Seller has delivered, or made available to the Purchaser and its Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Seller and its Affiliates relating to the Business and certain business plan information of the Business.  The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that the Purchaser and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto.

(b)Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV of this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the Transferred Assets and, except as expressly provided in Article IV of this Agreement and subject to the representations and warranties of Article IV of this Agreement, it is understood that the Purchaser is acquiring the Transferred Assets as is and where is with all faults as of the applicable Closing Date with any and all defects.

ARTICLE VI

COVENANTS

The parties hereto covenant and agree as follows:

6.1Assets.  During the period from the date hereof to the date of the applicable Closing, the Seller shall (i) maintain all of the Transferred Assets or replacements thereof in the ordinary course of business, consistent with past practice (ordinary wear and tear excepted), (ii) except as contemplated by this Agreement, not sell or transfer any of the Transferred Assets to any other Person, (iii) use all of the Transferred Assets in a reasonable manner, with inventories of spare parts and expendable supplies being maintained at levels consistent with past practices and (iv) shall not permit any of the Transferred Assets to be subjected to any Lien (other than as set forth on Schedule 6.1).

6.2Public Announcements.  No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith reasonable judgment of the disclosing party required by Law or the Seller’s obligations under applicable securities laws or the

14

rules of any exchange on which its securities are listed, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance..

6.3Additional Assets Purchase Option.  From the date hereof until sixty (60) days following the date hereof (the “Purchaser Option Period”), Purchaser shall have the right to perform a physical review of the assets listed on Schedule 2.1(a)(iii) and to notify Seller in writing prior to the expiration of the Purchaser Option Period, in Purchaser’s sole discretion, which of such additional assets Purchaser will purchase at the applicable Closing (such assets located at the 7000 Plant, the “Additional 7000 Plant Assets”, and such assets located at the 5100 Plant, the “Additional 5100 Plant Assets”).  The purchase price for the Additional 7000 Plant Assets (the “Additional 7000 Plant Assets Purchase Price”) and the Additional 5100 Plant Assets (the “Additional 5100 Plant Assets Purchase Price”) shall be the sum of the amounts set forth opposite such assets on Schedule 2.1(a)(iii).  During the Purchaser Option Period, upon reasonable written request by the Purchaser and with reasonable advance notice, the Seller shall provide the Purchaser and its authorized agents with reasonable access, during normal business hours in such a manner so as not to interfere unreasonably with normal business operations of the Business, to the offices, properties, senior personnel and books and records of the Seller, and its Affiliates, in each case, solely to the extent related to the assets listed on Schedule 2.1(a)(iii), in order for the Purchaser to have the opportunity to make such investigation, at the Purchaser’s sole cost and expense, as it shall reasonably desire to make into such assets.  The Purchaser acknowledges that it remains bound by the Confidentiality Agreement.

6.3Disassembly of Equipment.

(a)Within 45 days following the First Closing, the Purchaser shall disassemble, relocate and reassemble the Closing Production Assets to be transferred at the First Closing at its sole cost and expense, and in compliance with all applicable Laws.

(b)Within 45 days following the Second Closing, the Purchaser shall disassemble, relocate and reassemble the Closing Production Assets to be transferred at the Second Closing at its sole cost and expense, and in compliance with all applicable Laws.

(c)Within 5 business days after receipt of notice thereof from the Seller, the Purchaser shall reimburse the Seller for any reasonable out of pocket fees, costs, or expenses (including, without limitation, the applicable portion of any casualty insurance premium payable by the Seller in respect thereof and any such fees, costs or expenses payable by the Seller in respect of repairs for damage caused to Seller’s property by the Purchaser in disassembling, relocating and reassembling the Closing Production Assets in accordance with this Section 6.3) incurred by the Seller in connection with the Seller’s custody of the Closing Production Assets after the applicable Closing until such Closing Production Assets are disassembled, relocated and

15

reassembled by the Purchaser pursuant to this Section 6.3.  The Purchaser hereby releases and forever discharges the Seller from any and all actions, causes of action, claims and demands for damages, indemnity, costs, expenses interests, losses, damages or injury of every nature and kind (excluding those resulting from the gross negligence or willful misconduct of the Seller, its Affiliates or any Employee of the Seller) arising at any time from or in any way related to the Seller’s custody of the Closing Production Assets from and after the applicable Closing Date.

6.4Decommissioning of Facilities.  The Seller shall retain the Long Island bar manufacturing facilities and the Purchaser shall have no responsibility for any decommissioning, clean-up, brokerage fees and any other costs, expenses and fees related to the closing or sale of such bar manufacturing facilities (the “Decommissioning Liabilities”).

6.5Transfer Taxes.  Notwithstanding anything in this Agreement to the contrary, the Seller agrees to pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated hereby (“Transfer Taxes”) and the Seller and the Purchaser agree to jointly file all required change of ownership and similar statements.  The Purchaser and the Seller agree to cooperate with each other in the filing of any Tax Returns with respect to the Transfer Taxes, including promptly supplying any information that is reasonably necessary to complete such Tax Returns.

6.6Proration of Taxes and Charges.  All personal property Taxes against or payable by the owner of any of the Transferred Assets relating to a time period beginning prior to, and ending after, either the First Closing (collectively, the “First Closing Personal Property Taxes and Charges”) or the Second Closing (collectively, the “Second Closing Personal Property Taxes and Charges, and collectively with the First Closing Personal Property Taxes and Charges, the “Personal Property Taxes and Charges”), as applicable, shall be prorated (based on the most recent available tax statement, latest tax valuation and latest bills or invoices, as applicable) as of the applicable Closing and apportioned between the Seller and the Purchaser based on the number of days in the relevant taxable period that are prior to the applicable Closing Date (for which the Seller shall be liable) and the number of days of such taxable or billing period that follows such Closing Date (for which the Purchaser shall be liable).  Subject to this Section 6.6, if any Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, for purposes of determining the amount payable by the Purchaser at such Closing, the proration of the corresponding Personal Property Taxes and Charges shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation.   The portion of Personal Property Taxes and Charges that are due and payable or estimated to be due and payable after such Closing, but which accrued prior to or on the applicable Closing Date, and for which the Seller is liable pursuant to this Section 6.6, and for which the Purchaser will be obligated to pay, shall decrease the amount payable at the applicable Closing by the Purchaser pursuant to Section 2.5.  The  portion of any (i) First Closing Personal Property Taxes and Charges that were paid prior to the First Closing and (ii) Second Closing Personal Property Taxes and Charges that were paid prior to the Second Closing, in each case by the Seller and for

16

which the Purchaser is liable pursuant to this Section 6.6, shall increase the amount payable at the applicable Closing by the Purchaser pursuant to Section 2.5.   After each Closing, upon receipt of any bill or assessment for First Closing Personal Property Taxes and Charges or Second Closing Personal Property Taxes and Charges, as applicable, the Purchaser or the Seller, as applicable, shall present a statement to the other party setting forth the amount of such Personal Property Taxes and Charges for which the other party is liable pursuant to this Section 6.6, taking into account any estimates of such Personal Property Taxes and Charges that either increased or decreased the amount payable at the applicable Closing by the Purchaser pursuant to the immediately preceding sentence and Section 2.5.  As soon as is reasonably practicable (which shall not exceed ten (10) business days following the receipt thereof), the Purchaser shall pay to the Seller any refund, credit or other offset obtained by the Purchaser or any of its Affiliates solely in respect of any Personal Property Taxes and Charges paid by the Seller pursuant to this Section 6.6.

6.7Purchase Price Allocation for Tax Returns.  Each party hereto agrees to file its Tax Returns for the Tax period in which each Closing occurs consistent with the purchase price for each of the Closing Production Assets and Closing Inventory, as described in Section 2.5.

ARTICLE VII

CONFIDENTIALITY

7.1[RESERVED].

ARTICLE VIII

INDEMNIFICATION

8.1Survival.  With respect to the Transferred Assets at the applicable Closing, each representation and warranty contained herein and the covenants and agreements contained in this Agreement that are to be performed on or prior to each Closing Date shall survive such Closing and continue in full force and effect until 12 months following such Closing Date (the “Cut-Off Date).  All of the covenants contained in this Agreement that by their nature are required to be performed after each Closing shall survive each Closing until fully performed or fulfilled, unless and to the extent only that non-compliance with such covenants or agreements is waived in writing by the Party entitled to such performance.    Notwithstanding the foregoing sentences of this Section 8.1, if the Purchaser or the Seller, as applicable, deliver written notice to the other party of a claim for indemnification for a breach of any representations, warranties, covenants or agreements set forth herein or in any certificate or document delivered pursuant to this Agreement (stating in reasonable detail, to the extent then known, the nature of, and basis for, any such claim for indemnification) within the applicable time periods set forth above, such claim shall survive until finally resolved or judicially determined.

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8.2Indemnification of the Purchaser.  From and after the First Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Purchaser and its directors, employees, officers, Affiliates, partners and equity holders, and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all means all Losses based upon, arising out of or incurred as a result of any of the following:

(a)any breach of, or any inaccuracy in, any representation or warranty made by the Seller in this Agreement;

(b)any breach or default in performance by the Seller of its covenants or agreements contained in this Agreement; or

(c)any Excluded Liabilities or any Excluded Assets.

8.3Indemnification of the Seller.  From and after the First Closing, the Purchaser shall indemnify and hold harmless, to the fullest extent permitted by Law, the Seller and its directors, employees, officers, Affiliates, partners and equity holders and their respective Affiliates and its and their respective successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any of the following:

(a)any breach of, or inaccuracy in, any representation or warranty made by the Purchaser in this Agreement;

(b)any breach or default in performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement; or

(c)the custody by the Seller of the Closing Production Assets after any Closing and prior to the disassembly, relocation and reassembly of such Closing Production Assets by the Purchaser in accordance with Section 6.3.

8.4Indemnification Claim Procedures.

(a)If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement.  Failure to notify the Indemnitor in accordance with this Section 8.4(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2)

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the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Date.

(b)An Indemnitor may elect at any time to assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide solely for monetary damages and provide for a complete release of the claims that are the subject of such Action in favor of the Indemnified Party.  If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within thirty (30) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Loss subject to this Article VIII, the Indemnitor may thereafter assume the defense of such Action.

(c)If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement.  Failure to notify the Indemnitor in accordance with this Section 8.4(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(c) prior to the Cut-Off Date.

(d)At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates.  All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

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8.5Limitations on Indemnification Liability.  Notwithstanding any provision of this Agreement to the contrary, any claims an Indemnified Party makes under this Article VIII will be limited as follows:

(a)Losses Net of Insurance Proceeds and Other Third-Party Recoveries.  All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VIII shall be reduced by the amount of insurance proceeds, indemnification payments and other third-party recoveries actually received by any Indemnified Party in respect of any Losses incurred by such Indemnified Party.  In the event any Indemnified Party is entitled to any insurance proceeds, indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, payments or recoveries, which in no event shall require any Person to initiate or threaten litigation.  In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment.

(b)Assignment of Claims.  If any Indemnified Party receives any indemnification payment pursuant to this Article VIII, at the election of the Indemnitor, such Indemnified Party shall assign to the Indemnitor all of its claims for recovery against third Persons as to such Losses, whether by insurance coverage, contribution claims, subrogation or otherwise.

(c)Consequential, Punitive and Certain Other Losses.  No Indemnified Party shall be entitled to indemnification for any (i) special, punitive or exemplary damages, (ii) any loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill, (iii) any lost profits, consequential, indirect or incidental damages, or (iv) any damages calculated based on a multiple of profits, revenue or any other financial metric.

(d)No Duplicate Claims.  In the event a Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, recovers Losses in respect of an Indemnification Claim, no other Purchaser Indemnified Party or Seller Indemnified Party, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement.

8.6Additional Matters.  For purposes of this Article VIII, the representations and warranties contained in this Agreement shall be deemed to have been made without any qualifications as to materiality, material adverse effect, specified dollar thresholds or similar qualifications set forth in any such representations and warranties.  All indemnification payments pursuant to this Article VIII shall be made, together with interest, from the date that the Losses for which indemnification is sought were incurred

20

to the date of payment, at the prime rate of Citibank, N.A., as in effect on the date of incurrence.  To the extent permitted by applicable Law, any amounts payable under Article VIII shall be treated by the Purchaser and the Seller as adjustments to the Purchase Price.

ARTICLE IX

CONDITIONS TO OBLIGATIONS

9.1Conditions to Obligations of the Purchaser and the Seller.  The obligations of each of the Purchaser and the Seller to consummate the transactions contemplated by this Agreement are subject to the receipt by the Seller of the deliveries contemplated pursuant to Section 8.2 of the IDA Lease Agreement.

ARTICLE X

MISCELLANEOUS

10.1Expenses.  Except as otherwise expressly provided herein, the Seller, on the one hand, and the Purchaser, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

10.2Amendment.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

10.3Entire Agreement.  This Agreement including the Schedules and Exhibits attached hereto which are deemed for all purposes to be part of this Agreement, and the other documents delivered pursuant to this Agreement and the Confidentiality Agreement, contain all of the terms, conditions and representations and warranties agreed upon or made by the parties relating to the subject matter of this Agreement and the businesses and operations of the Seller and supersede all prior and contemporaneous agreements (including the Confidentiality Agreement, which shall terminate as of the last Closing Date), negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter.

10.4Headings.  The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.

10.5Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing, and addressed to the intended recipient as set forth below, and shall be deemed to have been duly given when actually received or refused by the intended recipient:

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Notices to the Purchaser:

Nellson Nutraceutical, LLC
c/o Kohlberg & Company
Attention:  Seth H. Hollander
111 Radio Circle
Mt. Kisco, New York  10549

Tel:  (914) 241-7430

Fax:  (914) 241-7476

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention:  Angelo Bonvino
Tel:  (212) 373-3570

Fax:  (212) 757-3990

Notices to the Seller:

NBTY, Inc.
2100 Smithtown Avenue

Ronkonkoma, NY 11779

Attention: Christopher S. Brennan, Senior Vice President, General Counsel

Tel:(631) 200-7190

Email: ChristopherBrennan@nbty.com

with copies (which shall not constitute notice) to:

Latham & Watkins LLP
555 11th St NW

Washington, DC 20004
Attention:   David Dantzic
Tel:(202) 637-2112

Email: David.Dantzic@lw.com

Fax:(202) 637-2201

Any party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any means (including personal delivery, expedited courier, messenger service, electronic mail, registered or certified mail, return receipt request and postage prepaid).  Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Agreement.

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10.6Exhibits and Schedules.  The Schedules and Exhibits hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.

10.7Waiver.  Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.

10.8Binding Effect; Assignment.  Subject to the following sentence, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that without written consent of any party hereto, (i) the Purchaser may assign its rights and obligations to any of its Affiliates and (ii) the Purchaser may assign its rights hereunder as collateral security to any lender to a Purchaser or an Affiliate of the Purchaser, but no assignment shall relieve the Purchaser of any liability hereunder.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties to this Agreement and their respective successors and assigns.

10.9No Third Party Beneficiary.  Nothing in this Agreement shall confer any rights, remedies or claims upon any Person or entity not a party or a permitted assignee of a party to this Agreement.

10.10Counterparts.  This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

10.11Governing Law and Jurisdiction.  This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

10.12Consent to Jurisdiction and Service of Process.  The parties hereto agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any Delaware State or federal court located in New Castle County, in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action in any such court or that any such action brought in any such court has been brought in an inconvenient forum. Process in any such action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.5 shall be deemed effective service of process on such party.

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10.13WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.14Specific Performance.  The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to specific performance of the terms hereof, in addition to any other remedy at law or equity.

10.15Severability.  If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

NELLSON NUTRACEUTICAL, LLC
By:	/s/ Scott Greenwood
	Name:
	Title: Chief Executive Officer
NBTY, INC.
By:	/s/  Dipak Golechha
	Name: Dipak Golechha
	Title: CFO

[Signature Page to Bar APA]

EXHIBIT A

Form of Bill of Sale

EX-10.2

Exhibit 10.2

Execution Version

POWDER ASSET PURCHASE AGREEMENT

dated as of March 3, 2015

between

NELLSON NUTRACEUTICAL, LLC,

and

NBTY, INC.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
1.1	Definitions	1
ARTICLE II PURCHASE AND SALE OF TRANSFERRED ASSETS; ASSUMPTION OF LIABILITIES; CALCULATION OF PURCHASE PRICE		5
2.1	Transferred Assets	5
2.2	Excluded Assets	6
2.3	Assumed Liabilities	6
2.4	Excluded Liabilities	6
2.5	Purchase Price	7
2.6	Physical Inventory Count; Purchase Price Adjustment	7
2.7	Repurchase of Closing Inventory	9
ARTICLE III THE CLOSING		10
3.1	Closing; Closing Date	10
3.2	Transactions to be Effected at Closing	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER		11
4.1	Organization	11
4.2	Due Authorization	11
4.3	No Conflict	11
4.4	No Authorization or Consents Required	12
4.5	Contracts and Commitments	12
4.6	Employees	12
4.7	Employee Benefit Plans	13
4.8	Real Property	14
4.9	Compliance with Laws	14
4.10	Licenses, Permits and Authorizations	14
4.11	Brokers	15
4.12	Environmental Matters	15
4.13	No Other Representation or Warranties	15
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		15
5.1	Corporate Organization	16
5.2	Due Authorization	16
5.3	No Conflict	16
5.4	No Authorization or Consents Required	16
5.5	Brokers	17
5.6	Financial Capability	17
5.7	Solvency	17
5.8	No Other Representations and Warranties	17
5.9	No Additional Representations; No Reliance	17

i

TABLE OF CONTENTS
(Continued)

		Page
ARTICLE VI COVENANTS		18
6.1	Assets	18
6.2	Conduct of the Business of the Seller	18
6.3	Transferred Contracts and Business Permits	19
6.4	Public Announcements	19
6.5	Transferred Employees	19
6.6	2015 Bonuses	21
6.7	Access to Information	21
6.8	Transfer Taxes	21
6.9	Proration of Taxes and Charges	22
6.10	Purchase Price Allocation for Tax Returns	22
6.11	Support of Transaction	22
6.12	Lease Amendment	23
6.13	Further Assurances	23
ARTICLE VII CONFIDENTIALITY		23
7.1	[RESERVED	23
ARTICLE VIII INDEMNIFICATION		23
8.1	Survival	23
8.2	Indemnification of the Purchaser	24
8.3	Indemnification of the Seller	24
8.4	Indemnification Claim Procedures	24
8.5	Limitations on Indemnification Liability	26
8.6	Additional Matters	27
ARTICLE IX CONDITIONS TO OBLIGATIONS		28
9.1	Conditions to Obligations of the Purchaser	28
9.2	Waiver of Conditions; Frustration of Conditions	28
ARTICLE X MISCELLANEOUS		28
10.1	Expenses	28
10.2	Amendment	28
10.3	Entire Agreement	28
10.4	Headings	28
10.5	Notices	29
10.6	Exhibits and Schedules	30
10.7	Waiver	30
10.8	Binding Effect; Assignment	30
10.9	No Third Party Beneficiary	30
10.10	Counterparts	30
10.11	Governing Law and Jurisdiction	30

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TABLE OF CONTENTS
(Continued)

		Page
10.12	Consent to Jurisdiction and Service of Process	30
10.13	WAIVER OF JURY TRIAL	31
10.14	Specific Performance	31
10.15	Severability	31

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POWDER ASSET PURCHASE AGREEMENT

This POWDER ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”), for the sale of certain nutritional powder production assets and certain inventory of the Seller to the Purchaser.

WHEREAS, a duly executed assignment and assumption (the “Lease Assignment”) of the Transferred Lease (as defined in this Agreement), dated March 2, 2015, which Lease Assignment also contains the Purchaser’s assumption of Assumed Liabilities (as defined in this Agreement) to the extent related to the Transferred Lease from and after the Closing Date, and Lessor’s consent to such assignment, and whose effectiveness is conditioned upon the consummation of the transactions contemplated by this Agreement, has been executed and delivered by each of the Purchaser, NBTY Manufacturing, LLC (as successor-in-interest to Raven Industries) (“Lessee”), and LBA/PPF Industrial — 5115 La Palma, LLC (as successor-in-interest to Kilroy Realty, L.P.) (“Lessor”).

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations, warranties and undertakings contained herein, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1          Definitions.  The following terms, whenever used herein, shall have the following meanings for all purposes of this Agreement.

“Action” means any claim, action, suit, audit, assessment, arbitration or inquiry, or any proceeding or investigation, by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, (i) any other Person that, directly or indirectly, owns or controls, or has the right to acquire, whether beneficially or of record, a majority of the equity interests of such specified Person, or (ii) any other Person that, directly or indirectly, controls, is controlled by, is under direct or indirect common control with, such specified Person; provided that, with respect to the Seller, the term “Affiliate” shall not include any shareholders of the Seller (including any investment fund managed by Carlyle Investment Management L.L.C. or its Affiliates or any of their respective portfolio companies (other than the Seller and its subsidiaries).

“Business” means the nutritional powder production business of the Seller as conducted at the Transferred Real Property.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the Confidentiality Agreement, dated March 27, 2014, by and between the Purchaser and NBTY, Inc.

“Disqualified Inventory” means inventory (i) for which the original packaging has been opened or tampered with or (ii) that is not accompanied by an original Certificate of Analysis.

“Employee” means (i) any former employee who was employed by the Seller, or any other individual service provider, in each case, who performed services primarily in connection with the Business, (ii) the individuals set forth on Schedule 4.6(a), who are employed by the Seller and perform services primarily in connection with the Business and (iii) any other individual service provider (including any director, consultant or independent contractor) who performs services primarily in connection with the Business.

“Environmental Laws” means any Laws relating to pollution, protection of the environment, or health and safety as it relates to exposure of hazardous or toxic substances.

“ERISA Affiliate Liability” means any actual or contingent Liability of the Seller under or in respect of any Plan pursuant to section 414 of the Code or section 4001(b)(1) of ERISA as a result of the Seller being treated as a single employer under section 414 of the Code or section 4001 of ERISA with respect to any other Person (each such Person, an “ERISA Affiliate”).

“Excluded Employee Liabilities” means each of the following:

(a)           any Liabilities arising out of, relating to or resulting from any Plan, including any obligations to contribute to, make payments with respect to or provide benefits under any Plan and any arrangement that provides severance-type, stay or retention pay or change-in-control payments or benefits, supplemental executive retirement plan or benefits;

(b)           any and all Liabilities arising out of, relating to or resulting from any current, former or prospective Employee (whether or not any such Employee becomes a Transferred Employee, including any Employee who does not accept an offer of employment with the Purchaser) with respect to his/her employment or services, or termination of employment or services (including as a result of the consummation of the transactions contemplated by this Agreement) with the Seller or any of its Affiliates, but not including any Liabilities arising under the WARN Act resulting from any mass layoff, plant closing or other termination of Transferred Employees, in any case, occurring after the Closing;

(c)           any ERISA Affiliate Liability;

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(d)           any obligation to provide continuation coverage pursuant to COBRA under any Plan that is a “group health plan” (as defined in Section 5000(b)(1) of the Code) to (i) any Employees who do not become Transferred Employees, (ii) Employees whose employment has terminated prior to the Closing Date, and (iii) the Transferred Employees and/or their qualified beneficiaries with respect to a COBRA qualifying event that occurs prior to the Closing Date; and

(e)           any and all Liabilities arising out of, relating to, or resulting from the withdrawal and/or cessation of the Transferred Employees or other Employees from participation in any Plan.

“FDA” means the U.S. Food and Drug Administration.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Indemnitor” means the party required to provide indemnification pursuant to Sections 8.2 or 8.3.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Liability” means any debt, liability, obligation of any kind or nature (whether accrued or fixed, absolute or contingent or matured or unmatured), loss, damage, claim, cost or expense, including reasonable attorneys’ fees and expenses and disbursements, including those arising under any law, action or order and those arising under any contract.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, easement, right of way, servitude, encroachment or encumbrance in respect of such asset.

“Long Term Powder Supply Agreement” means the Powder Manufacturing Agreement, dated as of the date hereof, between the Purchaser and NBTY Manufacturing, LLC.

“Losses” means all Liabilities, fines, penalties, judgments, actions and costs.

“Obsolete Inventory” means inventory that either (i) has no planned usage under the Long Term Powder Supply Agreement or (ii) is beyond its shelf life.

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“Permitted Liens” means (i) Liens listed on Schedule 1.1(a), (ii) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and other similar liens incurred in the ordinary course of business and (iii) non-monetary Liens which do not, individually or in the aggregate, materially interfere with any present or intended use of such property or assets.

“Person” means any natural person, business, corporation, partnership, association, limited liability company, joint venture, business enterprise, trust or other entity.

“Plan” means each pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Seller is the owner, the beneficiary or both), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, program, policy, practice, agreement or arrangement, whether written or oral, formal or informal, including each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), and each other employee benefit plan, program, policy, practice agreement or arrangement, whether or not subject to ERISA (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), (i) under which any Employee has any present or future right to benefits and that the Seller or any of its Affiliates maintains, sponsors or contributes to, or for which the Seller or any of its Affiliates has any obligation to maintain, sponsor or contribute, or (ii) with respect to which the Seller or any of its Affiliates has any direct or indirect liability, whether contingent or otherwise in respect of any Employee.

“Purchase Price” has the meaning set forth in Section 2.5.

“Seller Fundamental Representations” means Section 4.1 (Organization), Section 4.2 (Due Authorization) and Section 4.11 (Brokers).

“Slow Moving Inventory” means inventory, (A) with quantities on hand representing more than 180 days of supply based on usage in the last 12 months or (B) with less than, the lesser of (i) 90 days useful life or (ii) 1/4 of its shelf life remaining; provided that, for the avoidance of doubt, with respect to clause (A), only that portion of inventory that exceeds the amount required for 180 days of supply shall be considered Slow Moving Inventory.

“Subsidiary” means, with respect to a Person, (a) a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person, (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly owns or controls more than a 50% equity interest and (c) any other Person of which at least a majority of

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the equity interest (however designated) entitled to vote in the election of the governing body, partners, managers or others that will control the management of such other Person is directly or indirectly owned or controlled by such Person.

“Tax” or “Taxes” means (i) any and all federal, state, provincial, local, foreign and other taxes, levies, fees imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, registration, capital stock, license, branch, payroll, estimated withholding, alternative minimum, add on minimum, employment, disability, social security (or similar), unemployment, compensation, utility, severance, production, excise, natural resources, stamp, occupation, premium, windfall profits, transfer and gains taxes, customs duties or other tax, of any kind whatsoever, and (ii) any transferee, successor or contractual liability in respect of any items described in clause (i) above.

“Tax Returns” means any and all returns, reports, declarations, claims for refund, elections, disclosures, estimates, information reports or returns, or statements supplied or required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

“Transferred Lease” means that certain Standard Industrial/Commercial Single-Tenant Lease - Net dated April 8, 1998 by and between Lessor and Lessee, as amended by that certain Amendment No. 1 to Lease dated as of August 27, 1998, and by that certain Amendment No. 2 to Lease dated as of August 16, 1999, and by that certain Amendment No. 3 to Lease dated as of September 4, 2008, and by that certain Amendment No. 4 to Lease dated as of November 20, 2012, and by that certain Amendment No. 5 to Lease dated as of January 15, 2014.

“Transferred Real Property” means the premises demised to Lessee pursuant to the Transferred Lease.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended and any state statute of similar effect.

ARTICLE II

PURCHASE AND SALE OF TRANSFERRED ASSETS; ASSUMPTION OF LIABILITIES; CALCULATION OF PURCHASE PRICE

2.1          Transferred Assets.  At the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall

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purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, all of the Seller’s and its direct and indirect Subsidiaries’ right, title and interest in and to the following (the “Transferred Assets”):

(a)           the production assets (i) physically located at the Transferred Real Property or (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) (the “Closing Production Assets”);

(b)           the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b);

(c)           the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and

(d)           the assets listed on Schedule 2.1(d).

2.2          Excluded Assets.  The Transferred Assets shall exclude any assets of the Seller not included in Section 2.1, including any Tax refunds, credits or other offsets to Taxes with respect to a taxable period (or portion thereof) ending on the Closing Date (the “Excluded Assets”).

2.3          Assumed Liabilities.  Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume only the following Liabilities of the Seller (or its Affiliates, as applicable under clause (a) of this provision) (collectively, the “Assumed Liabilities”): (a) all Liabilities of the Seller or its Affiliates with respect to the Transferred Contracts (including, for the avoidance of doubt, the Transferred Lease, notwithstanding anything to the contrary in the Lease Assignment), solely to the extent arising after, and relating to periods after the Closing Date; (b) Liabilities in respect of any of the Transferred Employees in respect of their employment from and after the Closing; (c) any Liability arising under the WARN Act with respect to any mass layoff, plant closing or other termination of employees, in any case, occurring after the Closing, provided, that the Seller complies with the covenant set forth in Section 6.5(f); and (d) the Liabilities listed on Schedule 2.3(d).  The Purchaser does not assume any of the Excluded Liabilities or any other obligations, Liabilities, or duties of the Seller or any other Person, except for the Assumed Liabilities.

2.4          Excluded Liabilities.  Notwithstanding Section 2.3 or anything in this Agreement to the contrary, other than the Assumed Liabilities, the Purchaser shall

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not assume any Liabilities of the Seller or its Affiliates of any nature whatsoever, whether presently existing or arising before or after the Closing, including any of the following Liabilities (collectively, the “Excluded Liabilities”), which Liabilities shall be retained by and remain obligations of the Seller to be satisfied and discharged by the Seller or its Affiliates in accordance with their respective terms; provided, however, for the avoidance of doubt Excluded Liabilities shall not include any Liabilities of the Purchaser and its Affiliates to the extent arising as a result of the Purchaser’s and its Affiliates’ operation of the Business following the Closing:

(a)           any Liabilities of the Seller or any of its Affiliates to the extent relating to the Excluded Assets;

(b)           all Liabilities, obligations and expenses of any kind or nature relating to Taxes of the Seller and, with respect to the Transferred Assets and the Business, for any period (or portion thereof, as determined pursuant to Section 6.9) ending on or before the Closing Date (including any such Liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar agreement) and any Taxes imposed on Seller in connection with the transaction contemplated by this Agreement;

(c)           all Excluded Employee Liabilities; and

(d)           all product liability actions and/or recall Liabilities with respect to nutritional powders manufactured or sold by Seller or its Affiliates prior to the Closing; but for the avoidance of doubt any such actions or Liabilities of the Purchaser or its Affiliates to the extent arising as a result of their operation of the Business following the Closing are not Excluded Liabilities.

2.5          Purchase Price.  The term “Purchase Price” means the sum of (i) $2,507,181 (the “Estimated Closing Production Assets Purchase Price”) (subject to the adjustment provided in Section 2.6), plus (ii) the Estimated Closing Inventory Purchase Price, plus (iii) the Estimated Other Assets Purchase Price minus (iv) the Estimated Other Liabilities Purchase Price, plus (v) the amount set forth on Schedule 2.5(v) (the “Transferred Contracts Purchase Price”) (subject to adjustment as set forth in Schedule 2.5(v)) plus (vi) any Property Taxes and Charges actually paid by the Seller but apportioned to the Purchaser pursuant to Section 6.9, minus (vii) any Property Taxes and Charges apportioned to the Seller pursuant to Section 6.9.

2.6          Physical Inventory Count; Purchase Price Adjustment.

(a)           (i) At least 5 business days prior to the Closing, the Seller will provide the Purchaser a detailed estimate of the (x) Closing Inventory to be transferred at the Closing, including an estimate of the Seller’s actual cost for such Closing Inventory (the “Estimated Closing Inventory Purchase Price”), together with reasonable supporting documentation regarding such Estimated Closing Inventory Purchase Price, (y) Closing Production Assets to be transferred at Closing and the net book value with respect to such assets as set forth on Schedule 2.1(a)(i) and Schedule

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2.1(a)(ii), and (z) the amounts set forth opposite the items listed on Schedules 2.1(d) (the “Estimated Other Assets Purchase Price”) and 2.3(d) (the “Estimated Other Liabilities Purchase Price”); and (ii) within 14 days after the Closing Date, the Purchaser shall perform a physical count of the Closing Inventory and Closing Production Assets and prepare in good faith and deliver to the Seller a certificate executed by an executive officer of the Purchaser (the “Physical Inventory and Assets Statement”) setting forth the Purchaser’s determination of (w) the actual physical count of the Closing Production Assets and Closing Inventory, (x) the Closing Inventory Purchase Price, (y) any adjustment to the Estimated Closing Production Assets Purchase Price in respect of (A) changes in the net book value of the Closing Production Assets listed on Schedule 2.1(a)(i) actually delivered to the Purchaser at the Closing and (B) any assets listed on Schedule 2.1(a)(i) that were not actually delivered to the Purchaser at the Closing (the Estimated Closing Production Assets Purchase Price, as adjusted by clauses (A) or (B), the “Closing Production Assets Purchase Price”), and (z) the amounts set forth opposite the items listed on Schedules 2.1(d) (the “Other Assets Purchase Price”) and 2.3(d) (the “Other Liabilities Purchase Price”).  The “Closing Inventory Purchase Price” shall be equal to the Seller’s actual cost for the Closing Inventory, subject to the adjustment provided in this Section 2.6.

(b)           The Purchaser shall give the Seller or its representative a reasonable opportunity to be present at any inventory count conducted by the Purchaser or to conduct its own such inventory count and the Purchaser shall retain all damaged, Slow Moving Inventory or Disqualified Inventory which is excluded from the Physical Inventory and Assets Statement for inspection by the Seller until such time as the Purchase Price adjustment process specified in this Section 2.6 is complete.

(c)           Within 20 business days after the Seller’s receipt of the Physical Inventory and Assets Statement, the Seller shall deliver to the Purchaser a written statement either accepting the Physical Inventory and Assets Statement or specifying any objections thereto.  If the Seller does not deliver any such objections within such 20 business day period, the Physical Inventory and Assets Statement shall become final and binding upon all parties.  If the Seller does deliver such objections within such period, then the parties shall engage an independent asset valuation firm of recognized national standing (as mutually selected by the Purchaser and the Seller) to resolve such objections.

(d)           (i) If the Estimated Closing Production Assets Purchase Price exceeds the Closing Production Assets Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement, and any such excess, the “Closing Production Assets Overpayment”), the Seller shall, within 5 business days after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Purchaser in respect of the Closing Production Assets Overpayment as follows: if the Closing Production Assets Overpayment is less than $50,000, no payment shall be made by the Seller, and if the Closing Production Assets Overpayment is greater than $50,000, the Seller shall pay the amount equal to such Closing Production Assets Overpayment.  (ii) If the Closing Inventory Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement) is

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less than the Estimated Closing Inventory Purchase Price (any such difference, the “Closing Inventory Overpayment”), the Seller shall, within 5 business days after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Purchaser in the amount of such Closing Inventory Overpayment.  (iii) If (x) the sum of the Estimated Other Assets Purchase Price minus the Estimated Other Liabilities Purchase Price exceeds (y) the sum of the Other Assets Purchase Price minus the Other Liabilities Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement, and any such excess of the amount specified in clause (x) over the amount specified in clause (y), the “Other Assets Overpayment”), the Seller shall, within 5 business days  after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Purchaser in the amount of such Other Assets Overpayment.

(e)           (i) If the Estimated Closing Production Assets Purchase Price is less than the Closing Production Assets Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement, and any such deficit, the “Closing Production Assets Underpayment”), the Purchaser shall, within 5 business days after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Seller in respect of the Closing Production Assets Underpayment as follows: if the Closing Production Assets Underpayment is less than $50,000, no payment shall be made by the Purchaser, and if the Closing Production Assets Underpayment is greater than $50,000, the Purchaser shall pay the amount equal to such Closing Production Assets Underpayment.  (ii) If the Closing Inventory Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement) exceeds the Estimated Closing Inventory Purchase Price (any such excess, the “Closing Inventory Underpayment”), the Purchaser shall, within 5 business days after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Seller in the amount of such Closing Inventory Underpayment.  (iii) If (x) the sum of the Other Assets Purchase Price minus the Other Liabilities Purchase Price (as specified in the final and binding Physical Inventory and Assets Statement) exceeds (y) the sum of the Estimated Other Assets Purchase Price minus the Estimated Other Liabilities Purchase Price (any such excess of the amount specified in clause (x) over the amount specified in clause (y), the “Other Assets Underpayment”), the Purchaser shall, within 5 business days  after the Physical Inventory and Assets Statement becomes final, make payment by wire transfer of immediately available funds to the Seller in the amount of such Other Assets Underpayment.

2.7          Repurchase of Closing Inventory.  If any Closing Inventory is not used by Purchaser for the manufacture of products under the Long Term Powder Supply Agreement and cannot be used for the manufacture of other third party powder products manufactured by Purchaser within one-hundred eighty (180) days after the Closing, Purchaser may invoice the Seller for the actual cost of such Closing Inventory (as specified in the final and binding Physical Inventory and Assets Statement) for payment by Seller within thirty (30) days after submission of such invoice.  To the extent that the Seller pays for the cost of any Closing Inventory pursuant to the immediately preceding sentence, title to such Closing Inventory shall transfer to the Seller and the Seller may, at its sole discretion, request that the Purchaser use such Closing Inventory for the

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manufacture of products under the Long Term Powder Supply Agreement, dispose of the Closing Inventory, at the Seller’s cost, or make the Closing Inventory available for transport by the Seller.

ARTICLE III

THE CLOSING

3.1          Closing; Closing Date.  Subject to the satisfaction of the conditions set forth in Section 9.1, the closing of the sale and purchase of the Transferred Assets contemplated hereby (the “Closing”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064 on May 1, 2015 (provided, that if the conditions set forth in Section 9.1 have not been satisfied on or prior to May 1, 2015, the Closing shall take place three (3) business days after the satisfaction of such conditions) or such other date as mutually agreed upon by the parties (the “Closing Date”), and the Closing shall be deemed effective as of 11:59 p.m. on the Closing Date.

3.2          Transactions to be Effected at Closing.  At the Closing, the following transactions shall be effected by the parties:

(a)           The Seller shall and, to the extent applicable, shall cause its Affiliates to:

(i)            deliver to the Purchaser a duly executed bill of sale in the form of Exhibit A (the “Bill of Sale”);

(ii)           deliver to the Purchaser a certificate stating that the Seller (or, if the Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise executed in accordance with, Treasury Regulations Section 1.1445-2(b)(2); and

(iii)          deliver or cause to be delivered to the Purchaser a duly executed Assignment and Assumption Agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”).

(b)           The Purchaser shall:

(i)            pay to the Seller by wire transfer of immediately available funds to a bank account designated in writing by the Seller an amount equal to the Purchase Price;

(ii)           deliver to the Seller (or one of its Affiliates, if applicable) the duly executed Bill of Sale; and

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(iii)          deliver to the Seller (or one of its Affiliates) the duly executed Assignment and Assumption Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

4.1          Organization.  The Seller has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted.  The Seller is duly licensed or qualified and in good standing as a foreign entity in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect.

4.2          Due Authorization.  The Seller has all requisite power and authority necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by the Seller of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved.  This Agreement has been duly and validly executed and delivered by the Seller and (assuming this Agreement constitutes a legal, valid and binding obligation of the Purchaser) constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

4.3          No Conflict.  Except as set forth on Schedule 4.3, and except as may result from any facts or circumstances relating solely to the Purchaser, the execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with or result in a default under, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation, breach or default under, or accelerate the performance required, in each case in any material respect, under, or result in the termination of or give any Person the right to terminate, any Transferred Contract (other than Transferred Contracts which are cancelable (without penalty, cost or other liability) within ninety (90) days), (b) assuming compliance with the matters addressed in Section 4.4, violate, conflict with or result in a default of, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation or breach of, or default, in each case in any material respect, under any applicable Law or order binding upon or applicable to the Seller, (c) violate or conflict with the certificate of formation, certificate of incorporation, bylaws or other organizational documents of the Seller, or (d) result in the creation or imposition of any

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Lien (other than Permitted Liens), with or without notice or lapse of time or both, on any of the Transferred Assets, except in the cases of clauses (b) for any violations, conflicts, breaches or defaults that would not reasonably be expected to be material to the Transferred Assets.

4.4          No Authorization or Consents Required.  Assuming the truth and completeness of the representations and warranties of the Purchaser contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required on the part of the Seller with respect to the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (a) any consents, approvals, authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to be material to the Transferred Assets; and (b) as otherwise disclosed on Schedule 4.4.

4.5          Contracts and Commitments.  Each Transferred Contract is a valid and binding obligation of the Seller, is in full force and effect, and is enforceable against the Seller, and, to the knowledge of the Seller, the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, the Seller is not in material breach, violation or default under any Transferred Contract and no event has occurred which, with notice or lapse of time or both, would constitute such a material breach, violation or default by the Seller, or, to the knowledge of the Seller, the other parties thereto.

4.6          Employees; Labor.

(a)           Schedule 4.6(a) sets forth a true, correct and complete list of the name, position, job location, salary or wage rate, commission status, bonus opportunity, cash compensation paid in fiscal year 2014, cash compensation payable for fiscal year 2015, date of hire, full-or part-time status and “exempt” or “non-exempt” status for each Employee set forth on Exhibit C.

(b)           The Seller is not party to, or otherwise bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union, work council or similar labor organization governing the terms and conditions of employment of the Employees (other than independent contractors or consultants).

(c)           The Seller is not in material violation of any applicable employment laws, including all such laws relating to the terms and conditions of employment, labor relations, wages and hours, equal employment opportunities, fair employment practices, immigration and occupational health and safety (but excluding workers’ compensation).  Except as set forth on Schedule 4.6(c), no Employees or Governmental Authorities of any kind have any Action against the Seller arising out of any Law relating to discrimination in employment or employment practices or occupational safety and health standards, including, but not limited to, the Occupational

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Safety and Health Act and Title VII of the Civil Rights Act of 1964, or the Age Discrimination in Employment Act of 1967.

(d)           Schedule 4.6(d) sets forth a list of all Employees terminated in the six-month period immediately preceding the date hereof and the reason for such termination and the site of employment for any such terminated Employee.

4.7          Employee Benefit Plans

(a)           Schedule 4.7(a) sets forth a true, correct and complete list of each Plan that covers any Employee.  The Seller has made available to the Purchaser a complete and accurate list and copies (or descriptions, if not in writing) of each Plan set forth on Schedule 4.7(a).

(b)           No Plan provides welfare benefits after termination of employment to any Employee set forth on Exhibit C (or to any beneficiary of any such employee.  No Plan provides for severance or separation payments or benefits to any Employee set forth on Exhibit C.

(c)           Each Plan is currently administered in all material respects in accordance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws.

(d)           Each such Plan which is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Plan is so qualified, and the Seller is not aware of any facts or circumstances that could adversely affect the qualified status of any such Plan.

(e)           Except as set forth on Schedule 4.7(e), neither the Seller nor any ERISA Affiliate sponsors, maintains, contributes to or has any Liability in respect of, or has in the past six years sponsored, maintained, contributed to or had any Liability in respect of, any defined benefit pension plan (as defined in section 3(35) of ERISA) or plan subject to section 412 of the Code or section 302 of ERISA.

(f)            None of the execution and delivery of this Agreement and each other agreement, document or instrument contemplated hereby, or the consummation of the transactions contemplated by this Agreement would reasonably be expected to (either alone or in combination with another event) result in (i) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) any payment, compensation or benefit becoming due, or increase in the amount of any payment, compensation or benefit due, to any Employee set forth on Exhibit C, (iii) the acceleration of the time of payment or vesting of compensation or benefits or (iv) any Liability for the Purchaser under section 4062(e) of ERISA.

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4.8          Real Property

(a)           The Lessee currently leases the Transferred Real Property and has good and valid title to the leasehold estate in the Transferred Real Property, free and clear of any Liens, except for Permitted Liens.  The Seller has heretofore delivered to the Purchaser a true and complete copy of the Transferred Lease (including each amendment, supplement and other modification thereto and any guaranty thereof) and the Transferred Lease constitutes the entire agreement between the Lessee and the Lessor with respect to the Transferred Real Property.  Neither the Lessee, nor, to the knowledge of the Seller, any other party to the Transferred Lease is in default in any material respect under the terms of the Transferred Lease and all rent and other sums and charges currently due and payable by the Lessee pursuant to the Transferred Lease have been paid.  The Lessee is in peaceful and undisturbed possession of the Transferred Real Property, and there are no parties (other than the Lessee) in possession of any portion of the Transferred Real Property.  Except as disclosed in the Transferred Lease, the Lessee has not exercised or given any notice of exercise, received any notice of exercise by the Lessor of, nor has the Lessor exercised, any option, right of first refusal or right of first offer contained in the Transferred Lease, including any such option or right pertaining to purchase, expansion, renewal, extension, termination or relocation of the Transferred Real Property or Transferred Lease, as applicable.  The Lessee is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of the Transferred Real Property (or portion thereof or interest therein).

(b)           To the knowledge of the Seller, there is no pending or threatened condemnation, eminent domain proceeding, administrative action, sale or other disposition of the Transferred Real Property or any part thereof or interest therein.

4.9          Compliance with Laws.  Except as set forth in Schedule 4.9, (a) the Seller has been and is in compliance with all laws with respect to the Transferred Assets to which it is subject, in all material respects, and (b) the Seller has not received any written notice from any Governmental Authority that it is not in compliance with any applicable law with respect to the Transferred Assets in all material respects.

4.10        Licenses, Permits and Authorizations.  The Seller has obtained all of the material licenses, approvals, consents, registrations and permits (“Business Permits”) required by a Governmental Authority to permit the Seller to own, operate, use and maintain the Transferred Assets in the manner in which they are now operated, used and maintained and to conduct the Business as currently conducted.  Each Business Permit is valid and in full force and effect, except to the extent the failure of any such Business Permit to be valid and in full force and effect, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Business, in the case of each such business, taken as a whole.  Except as set forth in Schedule 4.10, there is no action pending or, to the knowledge of the Seller, threatened in writing that could result in the termination, revocation, suspension, or restriction of any Business Permit or the imposition of any fine, penalty or other sanctions for violation of any legal or regulatory requirements relating to any Business Permit, except to the extent the termination, revocation, suspension, or restriction of any Business Permit or the imposition of any fine, penalty or other sanctions, individually or in the aggregate, has

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not been and would not reasonably be expected to be material to the Business, taken as a whole.

4.11        Brokers.  Except for the fees and expenses as set forth on Schedule 4.11 which will be paid by the Seller at or prior to the Closing, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Seller.

4.12        Environmental Matters.  Except as set forth in Schedule 4.12 or as would not reasonably be expected to be material to the Transferred Assets, taken as a whole, the Seller has not received notice of, and, to the knowledge of the Seller, is not subject to any Action or Governmental Order relating to the Transferred Assets that arises out of the presence of or exposure to hazardous or toxic substances or otherwise relates to Environmental Laws.  To the knowledge of the Seller, there are no hazardous or toxic substances present in the environment or in building materials at the Transferred Assets, except as would not reasonably be expected to be material to the Transferred Assets, taken as a whole.

4.13        No Other Representation or Warranties.  Except for the representations and warranties contained in Article IV, none of the Seller or any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives, makes any express or implied representation or warranty with respect to the Seller, its Affiliates, the Business, the Transferred Assets or with respect to any other information provided, or made available, to the Purchaser or any of its Affiliates, agents or representatives in connection with the transactions contemplated by this Agreement.  None of the Seller or any other Person will have or be subject to any liability or other obligation to the Purchaser, its Affiliates, agents or representatives or any Person resulting from the sale of the Transferred Assets to the Purchaser or the Purchaser’s use of, or the use by any of its Affiliates or representatives of any such information, including information, documents, projections, forecasts or other material made available to the Purchaser, its Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in Article IV.  Each of the Seller and its Affiliates disclaims any and all other representations and warranties, whether express or implied.  Notwithstanding anything to the contrary contained in this Agreement, neither the Seller nor any of its Affiliates makes any express or implied representation or warranty with respect to the Excluded Assets, the Excluded Liabilities or any business of the Seller other than the Business.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows:

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5.1          Corporate Organization.  The Purchaser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own or lease its properties and to conduct its business as it is now being conducted.  The Purchaser is duly licensed or qualified and in good standing as a foreign entity in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified would not have a material adverse effect on the ability of the Purchaser to enter into this Agreement or consummate the transactions contemplated hereby.

5.2          Due Authorization.  The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the sole member, and no other equityholder approval or other company proceeding, consent or authorization on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions.  This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming this Agreement constitutes a legal, valid and binding obligation of the Seller) constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

5.3          No Conflict.  Except as set forth on Schedule 5.3, the execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with or result in a default under, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation, breach or default under, or accelerate the performance required, in each case in any material respect, under, or result in the termination of or give any Person the right to terminate, any contract to which the Purchaser is a party or by which any of its assets are bound, (b) assuming compliance with the matters addressed in Section 5.4, violate, conflict with or result in a default of, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation or breach of, or default, in each case any material respect, under any applicable Law or order binding upon or applicable to the Purchaser, (c) violate or conflict with the certificate of incorporation, bylaws or other organizational documents of the Purchaser, or (d) result in the creation or imposition of any material Lien (other than Permitted Liens), with or without notice or lapse of time or both, on any assets of the Purchaser.

5.4          No Authorization or Consents Required.  Assuming the truth and completeness of the representations and warranties of the Seller contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required on the part of the Purchaser with respect to the Purchaser’s execution or delivery of this

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Agreement or the consummation of the transactions contemplated hereby, except for as otherwise disclosed on Schedule 5.4.

5.5          Brokers.  No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by the Purchaser or any of its Affiliates.

5.6          Financial Capability.  At the Closing, the Purchaser will have access to sufficient funds available to pay the Purchase Price and any fees or expenses incurred by the Purchaser in connection with the transactions contemplated hereby.  The Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources.

5.7          Solvency.  The Purchaser is not entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors of the Purchaser or any of its Affiliates.  Assuming that the representations and warranties of the Seller contained in this Agreement are true and correct in all material respects, and after giving effect to the transactions contemplated by this Agreement, at and immediately after the Closing, the Purchaser and each of its Subsidiaries (including each of the Purchased Subsidiaries) (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable Liability on its recourse debts as they mature or become due); (b) will have adequate capital and liquidity with which to engage in its business; and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

5.8          No Other Representations and Warranties.  Except for the representations and warranties contained in this Agreement or any certificate delivered pursuant to this Agreement, the Purchaser makes no express or implied representation or warranty, and the Purchaser hereby disclaims any such representation or warranty with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

5.9          No Additional Representations; No Reliance.

(a)           The Purchaser acknowledges and agrees that neither the Seller nor any of its Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, the Transferred Assets or other matters that is not specifically included in this Agreement or the Disclosure Schedules.  Without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates nor any other Person has made a representation or warranty to the Purchaser with respect to, and neither the Seller nor any other Person, shall be subject to any Liability to the Purchaser or any other Person

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resulting from, the Seller or its representatives making available to the Purchaser, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to the Seller or the Business made available to the Purchaser or its counsel, accountants or advisors in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement.  In connection with the Purchaser’s investigation of the Business, the Seller has delivered, or made available to the Purchaser and its Affiliates, agents and representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Seller and its Affiliates relating to the Business and certain business plan information of the Business.  The Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that the Purchaser and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto.

(b)           Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV of this Agreement, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the Transferred Assets and, except as expressly provided in Article IV of this Agreement and subject to the representations and warranties of Article IV of this Agreement, it is understood that the Purchaser is acquiring the Transferred Assets as is and where is with all faults as of the Closing Date with any and all defects.

ARTICLE VI

COVENANTS

The parties hereto covenant and agree as follows:

6.1          Assets.  During the period from the date hereof to the Closing Date, the Seller shall (i) maintain all of the Transferred Assets or replacements thereof in the ordinary course of business, consistent with past practice (ordinary wear and tear excepted), (ii) except as contemplated by this Agreement, not sell, assign, lease, sublease or transfer any of the Transferred Assets to any other Person and (iii) use all of the Transferred Assets in a reasonable manner, with inventories of spare parts and expendable supplies being maintained at levels consistent with past practices.

6.2          Conduct of the Business of the Seller.  Except as described on Schedule 6.2 or to the extent the Purchaser shall otherwise consent in writing, during the period from the date hereof to the Closing Date, the Seller shall not:

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(a)           amend, modify, supplement, terminate or fail to renew any Transferred Contract or otherwise waive, release or assign any material rights, claims or benefits of the Seller thereunder, in each case other than in the ordinary course of business consistent with past practice;

(b)           except as otherwise required by Law or in the ordinary course of business consistent with past practice, (A) take any action with respect to the grant of any severance or termination pay (other than pursuant to policies or agreements of the Seller in effect on the date of this Agreement) to any Employee set forth on Exhibit C that will become due and payable on or after the Closing Date; (B) adopt, enter into, materially amend or terminate any Plan (except as contemplated by this Agreement); (C) increase the compensation or benefits of any present or former Employee; or (D) grant any equity or equity-based awards to any Employee set forth on Exhibit C; provided, that the Seller shall provide notice to the Purchaser as soon as practicable and no later than five (5) days after it takes any such actions described in clauses (a) through (d) hereof;

(c)           permit any of the Transferred Assets, including but not limited to the Transferred Lease, to be subjected to any Lien; or

(d)           enter into any agreement, or otherwise become obligated, to do any action prohibited by the foregoing.

6.3          Transferred Contracts and Business Permits.  As of the Closing Date, the Seller shall duly and validly assign, in each case in accordance with their respective terms, (i) all Transferred Contracts and (ii) the Business Permits listed on Schedule 6.3 (to the extent such Business Permit is transferable under applicable Law) to the Purchaser.  During the period from the date hereof to the Closing Date, the Seller shall maintain in effect (i) all Transferred Contracts and (ii) the Business Permits listed on Schedule 6.3.

6.4          Public Announcements.  No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, in the good faith reasonable judgment of the disclosing party required by Law or the Seller’s obligations under applicable securities laws or the rules of any exchange on which its securities are listed, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

6.5          Transferred Employees.

(a)           The Purchaser shall offer employment to each Employee set forth on Exhibit C, subject to and commencing upon Closing.  The Purchaser shall not offer employment to the Employees listed on Schedule 6.5(a), and such Employees shall

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be retained by the Seller.  Employees who accept offers of employment under this Section 6.5 shall be referred to herein as (“Transferred Employees”), and no later than five (5) business days after Closing, the Purchaser shall provide Seller with a list containing the name and position of each Transferred Employee.  The offers of employment shall provide for (i) a substantially comparable employment position with the Purchaser, (ii) no less favorable base salary or wage rate than paid immediately prior to the Closing and (iii) benefits that are substantially comparable to those benefits provided either to the Purchaser’s similarly situated employees or those benefits provided to the Transferred Employees by the Seller immediately prior to Closing.  In addition, effective as of the Closing and thereafter, the Purchaser and its Affiliates shall recognize each Transferred Employee’s employment or service with the Seller and its Affiliates (including any current or former Affiliate thereof or any predecessor thereof) prior to the Closing for all purposes, including for purposes of determining, as applicable, eligibility for participation and vesting of the Transferred Employee under all employee benefit and compensation plans (except for equity compensation plans) and programs maintained by the Purchaser or its Affiliates after the Closing for the benefit of Transferred Employees, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans, except to the extent such recognition would result in a duplication of benefits and except for purposes of benefit accrual under any defined benefit plan not maintained or contributed to by the Seller or any of its Affiliates prior to the Closing.

(b)           The Seller shall terminate, or shall cause to be terminated, effective as of the Closing, the employment of all Employees who receive offers of employment from Purchaser in accordance with Section 6.5(a).  Effective as of the Closing, the Seller hereby waives and releases each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Seller and its Affiliates on the employment, activities or other conduct of such individuals with respect to the Business after their termination of employment with the Seller and its Affiliates.

(c)           Upon the Closing, the Seller shall, or shall cause its Affiliates to, pay to all Transferred Employees (i) to the extent payable pursuant to the Seller’s policies or as required by applicable law, any account balances under all vacation, paid time off, and sick leave policies accrued but unused as of the Closing Date, and (ii) any earned but unpaid bonuses for the 2014 fiscal year.

(d)           The Seller shall take all actions that are necessary or desirable to cause the Transferred Employees to cease active participation in each Plan, in each case effective as of the Closing Date.

(e)           From and after the Closing Date, the Seller shall, and shall cause its Affiliates to, remain responsible for any and all Liabilities or obligations arising with respect to the Excluded Employee Liabilities.

(f)            The Seller shall provide the Purchaser with a list of all Employees terminated in the six-month period immediately preceding the Closing Date and the reason for such termination and the location of any such terminated Employee,

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such list shall be delivered to the Purchaser no later than the Closing Date.  The Seller agrees that it will not terminate more than ten (10) Employees (excluding any independent contractors, directors or consultants) from any single site of employment during the 90 day period prior to the Closing.  The Purchaser agrees that it will not terminate the employment of more than 35 Transferred Employees from any single site of employment during the 90 day period after the Closing.

(g)           Nothing contained in this Section 6.5 or any other provision of this Agreement, whether express or implied, shall be construed to (i) create any third-party beneficiary or other rights in any Employee (including any dependent or beneficiary thereof) or any other Person (including any union, works council, or collective bargaining representative or any participant in any Plan (or any dependent or beneficiary thereof)) other than the parties to this Agreement, (ii) create any right to employment or continued employment for any specified period or to a particular term or condition of employment, or (iii) amend any employee benefit plan of the Purchaser or any of its Affiliates.  Nothing contained in this Agreement, whether express or implied, shall limit the right of the Purchaser or any of its Affiliates to amend, terminate, or otherwise modify any employee benefit plan of the Purchaser.

6.6          2015 Bonuses.  Within fifteen (15) business days after the Closing Date, the Seller shall pay to each Transferred Employee such employee’s pro-rata annual bonus with respect to the Seller’s 2015 fiscal year (based on time served during such fiscal year through the Closing Date), assuming the achievement of 100% of target performance objectives.

6.7          Access to Information.  Subject to confidentiality obligations that may be applicable to information furnished to the Seller by third parties that may be in the Seller’s possession from time to time, and except for any information that is subject to attorney-client privilege, from the date hereof until the Closing Date, upon reasonable written request by the Purchaser and with reasonable advance notice, the Seller shall provide the Purchaser and its authorized agents with reasonable access, during normal business hours in such a manner so as not to interfere unreasonably with normal business operations of the Business, to the offices, properties, senior personnel and books and records (including reasonably requested information technology and accounting records relevant to the Transferred Assets and available and accessible in the ordinary course of the Seller’s business) of the Seller, and its Affiliates, in each case, solely to the extent related to the Business, in order for the Purchaser to have the opportunity to make such investigation, at the Purchaser’s sole cost and expense, as it shall reasonably desire to make into the affairs of the Business.  The Purchaser acknowledges that it remains bound by the Confidentiality Agreement.  No information obtained by the Purchaser or its agents pursuant to this Section 6.7 or otherwise shall be deemed to modify or supplement any representation or warranty set forth herein or in any other transaction document.

6.8          Transfer Taxes.  Notwithstanding anything in this Agreement to the contrary, the Seller agrees to pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated hereby (“Transfer Taxes”) and the

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Seller and the Purchaser agree to jointly file all required change of ownership and similar statements.  The Purchaser and the Seller agree to cooperate with each other in the filing of any Tax Returns with respect to the Transfer Taxes, including promptly supplying any information that is reasonably necessary to complete such Tax Returns.

6.9          Proration of Taxes and Charges.  All real estate and personal property Taxes, and all rents, utilities and other charges, against or payable by the owner of any of the Transferred Assets (including the Transferred Real Property) relating to a time period beginning prior to, and ending after, the Closing (collectively, “Property Taxes and Charges”) shall be prorated (based on the most recent available tax statement, latest tax valuation and latest bills or invoices, as applicable) as of the Closing and apportioned between the Seller and the Purchaser based on the number of days in the relevant taxable period that are prior to the Closing Date (for which the Seller shall be liable) and the number of days of such taxable or billing period that follows the Closing Date (for which the Purchaser shall be liable).  Subject to this Section 6.9, if the Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, for purposes of determining the amount payable by the Purchaser at the Closing, the proration of the corresponding Property Taxes and Charges shall be on the basis of the tax rate for the last preceding year applied to the latest assessed valuation.   The portion of Property Taxes and Charges that are due and payable or estimated to be due and payable after the Closing, but which accrued prior to or on the Closing Date, and for which the Seller is liable pursuant to this Section 6.9, and for which the Purchaser will be obligated to pay, shall decrease the amount payable at the Closing by the Purchaser pursuant to Section 2.5.  The portion of any Property Taxes and Charges that were paid prior to the Closing by the Seller and for which the Purchaser is liable pursuant to this Section 6.9, shall increase the amount payable at the Closing by the Purchaser pursuant to Section 2.5.   After the Closing, upon receipt of any bill or assessment for Property Taxes and Charges, the Purchaser or the Seller, as applicable, shall present a statement to the other party setting forth the amount of such Property Taxes and Charges for which the other party is liable pursuant to this Section 6.9, taking into account any estimates of such Property Taxes and Charges that either increased or decreased the amount payable at the Closing by the Purchaser pursuant to the immediately preceding sentence and Section 2.5.  As soon as is reasonably practicable (which shall not exceed ten (10) business days following the receipt thereof), the Purchaser shall pay to the Seller any refund, credit or other offset obtained by the Purchaser or any of its Affiliates solely in respect of any Property Taxes and Charges paid by the Seller pursuant to this Section 6.9.

6.10        Purchase Price Allocation for Tax Returns.  Each party hereto agrees to file its Tax Returns for the Tax period in which the Closing occurs consistent with the purchase price for each of the Closing Production Assets and Closing Inventory, as described in Section 2.5.

6.11        Support of Transaction.  Without limiting any covenant contained in this Article VI, the Purchaser and the Seller shall (a) each use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Purchaser or the Seller or their respective Affiliates are required to obtain in order to consummate the transactions contemplated by this Agreement, and (b) take such other action as may

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reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transaction contemplated hereby as soon as practicable.  Notwithstanding the foregoing, in no event shall the Seller or any of its Affiliates be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement.

6.12        Lease Amendment.  The Purchaser shall use its commercially reasonable efforts to deliver to the Seller a fully executed, valid and enforceable amendment or assignment, assumption and amendment of the Transferred Lease (the “Lease Amendment”) containing the terms specified in Exhibit D, including, for the avoidance of doubt, the terms set forth opposite the caption “Assignor Release” therein (the “Assignor Release”) at or prior to Closing, provided, that if, despite the Purchaser’s commercially reasonable efforts, the fully executed, valid and enforceable Lease Amendment containing the Assignor Release cannot be delivered at or prior to Closing, then Purchaser shall continue to use its commercially reasonable efforts to deliver such Lease Amendment as soon as possible after Closing.  For the avoidance of doubt, in no event shall commercially reasonable efforts require Purchaser to make any payment (except as otherwise provided in Exhibit D) to any Person in order to deliver the Lease Amendment.  Prior to the execution and delivery to the Seller of a duly executed, valid and enforceable instrument containing the Assignor Release, in no event shall the Purchaser execute any amendment, modification, or termination of or supplement to the Transferred Lease without the prior written consent of the Lessee, which consent shall not be unreasonably withheld so long as any such amendment includes the Assignor Release.

6.13        Further Assurances.  Each party hereto agrees that, from time to time after the Closing Date, it will execute and deliver or cause its respective Affiliates to execute and deliver such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement.

ARTICLE VII

CONFIDENTIALITY

7.1          [RESERVED.]

ARTICLE VIII

INDEMNIFICATION

8.1          Survival.  Each representation and warranty contained herein and the covenants and agreements contained in this Agreement that are to be performed on or prior to the Closing Date shall survive the Closing and continue in full force and effect until 12 months following the Closing Date (the “Cut-Off Date).  All of the covenants

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contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled, unless and to the extent only that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance.  Notwithstanding the foregoing sentences of this Section 8.1, if the Purchaser or the Seller, as applicable, deliver written notice to the other party of a claim for indemnification for a breach of any representations, warranties, covenants or agreements set forth herein or in any certificate or document delivered pursuant to this Agreement (stating in reasonable detail, to the extent then known, the nature of, and basis for, any such claim for indemnification) within the applicable time periods set forth above, such claim shall survive until finally resolved or judicially determined.

8.2          Indemnification of the Purchaser.  From and after the Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Purchaser and its directors, employees, officers, Affiliates, partners and equity holders, and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all means all Losses based upon, arising out of or incurred as a result of any of the following:

(a)           any breach of, or any inaccuracy in, any representation or warranty made by the Seller in this Agreement;

(b)           any breach or default in performance by the Seller of its covenants or agreements contained in this Agreement; or

(c)           any Excluded Liabilities or any Excluded Assets.

8.3          Indemnification of the Seller.  From and after the Closing, the Purchaser shall indemnify and hold harmless, to the fullest extent permitted by Law, the Seller and its directors, employees, officers, Affiliates, partners and equity holders and their respective Affiliates and its and their respective successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any of the following:

(a)           any breach of, or inaccuracy in, any representation or warranty made by the Purchaser in this Agreement;

(b)           any breach or default in performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement; or

(c)           any Assumed Liabilities.

8.4          Indemnification Claim Procedures.

(a)           If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then

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such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement.  Failure to notify the Indemnitor in accordance with this Section 8.4(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Date.

(b)           An Indemnitor may elect at any time to assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide solely for monetary damages and provide for a complete release of the claims that are the subject of such Action in favor of the Indemnified Party.  If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within thirty (30) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Loss subject to this Article VIII, the Indemnitor may thereafter assume the defense of such Action.

(c)           If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such circumstances and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement.  Failure to notify the Indemnitor in accordance with this Section 8.4(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such

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notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(c) prior to the Cut-Off Date.

(d)           At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates.  All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

8.5          Limitations on Indemnification Liability.  Notwithstanding any provision of this Agreement to the contrary, any claims an Indemnified Party makes under this Article VIII will be limited as follows:

(a)       Indemnification Cap.  The aggregate amount of Losses (excluding Losses for breaches of any Seller Fundamental Representations) for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) will not exceed $1,000,000 (the “Cap”), provided, that the Cap shall not apply to any Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) with respect to a Seller Fundamental Representation.

(b)       Claims Basket.  Subject to the last sentence of this Section 8.5(b), the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a)  to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”).  The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a)  (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount.  This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

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(c)       Losses Net of Insurance Proceeds and Other Third-Party Recoveries.  All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VIII shall be reduced by the amount of insurance proceeds, indemnification payments and other third-party recoveries actually received by any Indemnified Party in respect of any Losses incurred by such Indemnified Party.  In the event any Indemnified Party is entitled to any insurance proceeds, indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, payments or recoveries, which in no event shall require any Person to initiate or threaten litigation.  In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment.

(d)       Assignment of Claims.  If any Indemnified Party receives any indemnification payment pursuant to this Article VIII, at the election of the Indemnitor, such Indemnified Party shall assign to the Indemnitor all of its claims for recovery against third Persons as to such Losses, whether by insurance coverage, contribution claims, subrogation or otherwise.

(e)       Consequential, Punitive and Certain Other Losses.  No Indemnified Party shall be entitled to indemnification for any (i) special, punitive or exemplary damages, (ii) any loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill, (iii) any lost profits, consequential, indirect or incidental damages or (iv) any damages calculated based on a multiple of profits, revenue or any other financial metric.

(f)        No Duplicate Claims.  In the event a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be, recovers Losses in respect of an Indemnification Claim, no other Purchaser Indemnified Party or Seller Indemnified Party, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement.

8.6          Additional Matters.  For purposes of this Article VIII, the representations and warranties contained in this Agreement shall be deemed to have been made without any qualifications as to materiality, material adverse effect, specified dollar thresholds or similar qualifications set forth in any such representations and warranties.  All indemnification payments pursuant to this Article VIII shall be made, together with interest, from the date that the Losses for which indemnification is sought were incurred to the date of payment, at the prime rate of Citibank, N.A., as in effect on the date of incurrence.  To the extent permitted by applicable Law, any amounts payable under Article VIII shall be treated by the Purchaser and the Seller as adjustments to the Purchase Price.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS

9.1          Conditions to Obligations of the Purchaser.  The obligation of the Purchaser to consummate the transactions contemplated by this Agreement are subject to (a)(i) the Lease Assignment remaining valid, in effect and not otherwise terminated or modified without the prior written consent of the Purchaser, or (ii) the Lease Amendment being duly executed and delivered by the Lessor, and the Lease Amendment remaining valid, in effect and not otherwise terminated or modified without the prior written consent of the Purchaser, and (b) the delivery by the Seller to the Purchaser of the certificate required under Section 3.2(a)(ii) of this Agreement.

9.2          Waiver of Conditions; Frustration of Conditions.  All conditions to the Closing shall be deemed to have been satisfied or waived from and after the Closing Date.  Neither the Purchaser nor the Seller may rely on the failure of any condition set forth in this Article IX to be satisfied if such failure was caused by the failure of the Purchaser, on the one hand, or the Seller, on the other hand, respectively, to comply with its respective obligations under this Agreement.

ARTICLE X

MISCELLANEOUS

10.1        Expenses.  Except as otherwise expressly provided herein, the Seller, on the one hand, and the Purchaser, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

10.2        Amendment.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

10.3        Entire Agreement.  This Agreement including the Schedules and Exhibits attached hereto which are deemed for all purposes to be part of this Agreement, and the other documents, delivered pursuant to this Agreement and the Confidentiality Agreement, contain all of the terms, conditions and representations and warranties agreed upon or made by the parties relating to the subject matter of this Agreement and the businesses and operations of the Seller and supersede all prior and contemporaneous agreements (including the Confidentiality Agreement), negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter.

10.4        Headings.  The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.

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10.5        Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing, and addressed to the intended recipient as set forth below, and shall be deemed to have been duly given when actually received or refused by the intended recipient:

Notices to the Purchaser:

Nellson Nutraceutical, LLC
c/o Kohlberg & Company
Attention:  Seth H. Hollander
111 Radio Circle
Mt. Kisco, New York  10549

Tel:  (914) 241-7430

Fax:  (914) 241-7476

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention:  Angelo Bonvino
Tel:  (212) 373-3570

Fax:  (212) 757-3990

Notices to the Seller:

NBTY, Inc.
2100 Smithtown Avenue

Ronkonkoma, NY 11779

Attention: Christopher S. Brennan, Senior Vice President, General Counsel

Tel:        (631) 200-7190

Email:    ChristopherBrennan@nbty.com

with copies (which shall not constitute notice) to:

Latham & Watkins LLP
555 11th St NW

Washington, DC 20004
Attention:   David Dantzic
Tel:        (202) 637-2112

Email:    David.Dantzic@lw.com

Fax:       (202) 637-2201

Any party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any means (including personal delivery, expedited courier, messenger service, electronic

29

mail, registered or certified mail, return receipt request and postage prepaid).  Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Agreement.

10.6        Exhibits and Schedules.  The Schedules and Exhibits hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.

10.7        Waiver.  Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.

10.8        Binding Effect; Assignment.  Subject to the following sentence, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that without written consent of any party hereto, (i) the Purchaser may assign its rights and obligations to any of its Affiliates and (ii) the Purchaser may assign its rights hereunder as collateral security to any lender to a Purchaser or an Affiliate of the Purchaser, but no assignment shall relieve the Purchaser of any liability hereunder.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties to this Agreement and their respective successors and assigns.

10.9        No Third Party Beneficiary.  Nothing in this Agreement shall confer any rights, remedies or claims upon any Person or entity not a party or a permitted assignee of a party to this Agreement.

10.10      Counterparts.  This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

10.11      Governing Law and Jurisdiction.  This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

10.12      Consent to Jurisdiction and Service of Process.  The parties hereto agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any Delaware State or federal court located in New Castle County, in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action in any such court

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or that any such action brought in any such court has been brought in an inconvenient forum. Process in any such action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.5 shall be deemed effective service of process on such party.

10.13      WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.14      Specific Performance.  The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to specific performance of the terms hereof, in addition to any other remedy at law or equity.

10.15      Severability.  If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

NELLSON NUTRACEUTICAL, LLC
By:	/s/ Scott Greenwood
	Name:
	Title: Chief Executive Officer
NBTY, INC.
By:	/s/ Dipak Golechha
	Name: Dipak Golechha
	Title: CFO

[Signature Page to Powder APA]

EXHIBIT A

Form of Bill of Sale

EXHIBIT B

Form of Assignment and Assumption Agreement

EXHIBIT C

Employees

EXHIBIT D

Terms of Lease Amendment

EX-10.3

Exhibit 10.3

NBTY- Management Incentive Plan (MIP)

US Based Associates

The NBTY Management Incentive Plan (the Plan) is directly linked to the company’s growth and profitability objectives, and supports a culture where performance drives compensation.

I. Plan Eligibility

NBTY employees (Associates) whose position is at or above the Supervisor level, manage a significant process or function or were previously eligible for the MIP plan under earlier eligibility rules, may be eligible to participate in the Plan (each such Associate, a “participant”), with the exception of Associates who are on another NBTY incentive plan including, but not limited to, Sales Incentive Plans, Year End Bonus (YEB), etc.  Contractors and student interns also are excluded from the Plan.

II. Plan Structure

A participant’s incentive payout is influenced by the following components:

A.NBTY’s Financial Performance

B.Assessment of NBTY’s  Performance by the CEO and NBTY’s Compensation Committee

C.Assessment of Business Unit performance by the CEO

D.Associate’s Base Salary & Incentive Target Percent

E.Associate’s Individual Performance

For purposes of this plan, “Business Unit” will be used to describe the Global Wholesale, Puritan’s Pride, Vitamin World Headquarters staff, Supply Chain and Corporate Support/Staff Functions.

A.NBTY Financial Performance

The amount of funding that is available to distribute to the Business Units, and subsequently to Associates, is based on NBTY’s financial performance. It is anticipated that the plan will fund at 50% when NBTY meets threshold performance, at 100% when plan performance is met, and at 200% when maximum performance is achieved (after accruing for the bonus payout).

B.Assessment of NBTY Performance by the CEO and NBTY’s Compensation Committee

The actual amount of funding available may be adjusted up or down based on the joint discretion of the CEO and NBTY Compensation Committee’s assessment of the overall performance of NBTY.

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C.Assessment of Business Unit Performance by the CEO

Each Business Unit is allocated a portion of the overall NBTY funding based on:

How the Business Unit performs against its own performance commitments and contribution to NBTY EBITDA and CEO discretion.

D.Associate’s Base Salary & Incentive Target Percent

Incentive opportunity (the amount of incentive an Associate is eligible to receive) is based on their base salary as of September 30th and his/her incentive target percent.

Incentive opportunity is calculated as follows:

·Incentive Opportunity = base salary as of September 30th x target incentive %

·Funded Incentive Opportunity = Incentive opportunity x Business Unit  assessment

E.Associate’s Individual Performance

·The amount of incentive that each Associate receives depends on their personal performance (i.e. high-performing employees are eligible for higher rewards.)

·Performance is assessed by the Associate’s manager based on achievement of assigned performance goals and objectives.

·Based on this performance assessment, the manager will determine an applicable payout percentage that, in conjunction with an Associate’s funded incentive opportunity, will be used to determine the incentive payout amount.

·Senior management reserves the right to adjust an individual Associate’s payout amount if the calculated payout does not appropriately reflect effort, or extraordinary/unusual events.

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III. Changes to Eligibility Status

Form and Timing of Payment - Incentive awards will be paid in a single lump sum typically no later than mid- December immediately following the preceding Plan Year (generally within 90 days of the end of the prior Plan Year). Incentive awards may be pro-rated (or not paid at all) dependent upon the Associate’s active participation in the Plan Year, as follows:

A.New Hire - Associates who begin their employment with NBTY on or before June 30 of the Plan Year are eligible to receive a pro-rated incentive award based on month of hire. (E.g. Associate hired May 21 of the Plan Year is eligible for 5 months of pro-ration).  Associates who begin work with NBTY on or after July 1 of the Plan Year are not eligible to participate in the Plan for that Plan Year.  (See attached pro-ration schedule.)

B.Promotions, Demotions and Base Salary/Incentive Target Changes - The award for the Plan Year will be calculated based on the salary and target % as of September 30th (the last day of the Fiscal year), regardless of whether an eligible Associate has had a base salary and/or incentive target percent change during the Plan Year.

C.Other Leave of Absence - Subject to applicable local policy and applicable law, eligible Associates who are absent from work due to an approved absence or leave will have their awards pro-rated to reflect the number of full weeks the Associate was on a leave of absence.  Associates who were absent from work due to an approved FMLA will not have their awards pro-rated for the time spent on an approved FMLA leave. Those on any leave of absence on the payment date will have their payment deferred until they return to work. If an associate does not return to work, they will not be eligible to receive any past awards due (subject to applicable law).  Awards not paid out within one year of the scheduled payout date will be forfeited.

D.Voluntary Termination — No payment will be made to an Associate if they voluntarily terminate at any time during the Plan Year (October 1-September 30th), or prior to the payment date.

E.Involuntary Termination — No payment will be made if an Associate is terminated, with or without cause, at any time during the Plan Year.  However, if the Associate is terminated by NBTY without cause after the completion of the Plan Year (September 30th) but before the award is paid (usually mid-December), then they will be eligible for their MIP award.  No payment, under any circumstances, will be made if the Associate is involuntary terminated for cause, as determined by NBTY.

F.Death & Permanent Disability - In the event that employment ends due to death or permanent disability, awards will be pro-rated on the number of active months preceding death or permanent disability. Awards will be paid to the Associate’s beneficiaries on the same date as all other award payments.

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IV. General Conditions

Participation in the Plan is at the discretion of the Company.  The Company reserves the right to revise or terminate any of the provisions of this Plan or to terminate the Plan itself at any time without prior notice.  The Senior Director of Compensation will publish all such revisions to the Plan.

A.The issuance of these guidelines for any year does not, in any way, commit the Company to pay a similar kind of compensation in any subsequent year.  Furthermore, the payment of an incentive award in any year shall not be considered a precedent for any subsequent year, and the payment shall not limit the Company’s absolute discretion in future years to pay, or not pay, any incentive award.

B.Eligibility for participation and receipt of compensation under this Plan requires strict compliance with NBTY standards for ethical conduct and company policies.  Non-compliance, as determined by NBTY in its sole discretion, will constitute grounds for cancellation of incentive compensation eligibility.

C.Participation in this Plan by any Associate of the Company is conditioned on the express agreement by the participant that he/she will not, directly (or indirectly) during (or after) his/her employment with the Company, transfer, or allow to be transferred, any Company confidential information to any person, firm, or organization not authorized by NBTY to receive such information.

D.Participation in this Plan is conditioned on the express agreement by the participant that he/she executes any documents deemed necessary by the Company to administer the Plan.

E.Any participant’s complaint regarding this Plan, or with respect to any incentives received pursuant to this Plan, must be received in writing by the Company from the participant within six (6) months after the end of the Plan Year.  Failure to formally register a complaint or claim for compensation will constitute a waiver of complaint on the participant’s behalf.

F.Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder so as not to subject an Associate to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Company shall have no right to accelerate or make any payment under this Plan except to the extent such action would not subject an Associate to the payment of any tax penalty or interest under Section 409A of the Code. It is intended that payments made under this Plan shall be exempt from compliance with Section 409A of the Code pursuant to the exemption for short-term deferrals set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. If all or a portion of the payments provided under this Plan constitute taxable income to an Associate for any taxable year that is prior to the taxable year in which such payments are to be paid to such Associate as a result of the Plan’s failure to comply with the requirements of Section 409A of the Code and the Treasury Regulations, the applicable payment shall be paid immediately

4

to the associate to the extent such payment is required to be included in the Associates income.

V.    Plan Review & Approvals

This Plan document supersedes any and all prior incentive plans, policies and arrangements of NBTY.

All components of this Plan, including accompanying forms, and any updates, revisions, clarifications, and/or other modifications made by NBTY are proprietary and may not be altered or modified in any way unless authorized in writing by the Senior Director of Compensation and the Senior Vice President of Human Resources .  The Senior Vice President of Human Resources has the authority to interpret the Plan and to make all discretionary decisions relating to, exceptions to, and interpretations of the Plan and the administration and implementation thereof.

The Company maintains sole discretion to make any and all financial calculations necessary for the administration of this Plan, or the calculation of any incentive compensation hereunder, based on applicable NBTY policies and procedures.

5

MIP PRO-RATION SCHEDULE

MONTH OF HIRE	PRO-RATION %
October	100.0	%
November	91.7	%
December	83.3	%
January	75.0	%
February	66.7	%
March	58.3	%
April	50.0	%
May	41.7	%
June	33.3	%
July	0.0	%
August	0.0	%
September	0.0	%

6

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

(a)

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

(b)

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

Dated: August 5, 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 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

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

(b)

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

Dated: August 5, 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 June 30, 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: August 5, 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 June 30, 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: August 5, 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 2) - Cross currency swaps - Level 3 - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Jun. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Level 3 activity
Beginning balance:	$ 8,810	$ (35,922)	$ (29,221)	$ (18,630)	$ (22,254)
Unrealized gain (loss) on cross currency swaps	(16,849)		(6,701)	10,591	(13,668)
Ending balance:	$ (8,039)	$ (18,630)	$ (35,922)	$ (8,039)	$ (35,922)
Minimum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities		8.10%		10.10%
Maximum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities		8.50%		10.70%
Weighted average
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities		8.30%		10.30%

XML

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015 USD ($) store	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) segment store	Jun. 30, 2014 USD ($)
Segment Information
Number of business segments | segment			4
Net sales	$ 815,610	$ 806,961	$ 2,429,257	$ 2,413,092
Income (loss) from operations	83,385	79,288	229,539	243,738
Depreciation and amortization	34,122	27,309	91,920	78,709
Capital expenditures	37,626	25,192	83,592	72,436
Reportable Business Segments
Segment Information
Net sales	815,610	806,961	2,429,257	2,413,092
Income (loss) from operations	115,867	101,823	316,903	316,287
Depreciation and amortization	18,624	17,561	54,279	51,023
Capital expenditures	19,223	17,211	45,016	40,553
Benefit from adjustment to correct inventory, which is included in income (loss) from operations			3,708
Corporate/Manufacturing
Segment Information
Income (loss) from operations	(32,482)	(22,535)	(87,364)	(72,549)
Depreciation and amortization	15,498	9,748	37,641	27,686
Capital expenditures	18,403	7,981	38,576	31,883
Consumer Products Group | Reportable Business Segments
Segment Information
Net sales	476,452	471,344	1,425,918	1,420,067
Income (loss) from operations	61,897	41,355	151,571	143,087
Depreciation and amortization	8,993	9,032	27,021	27,199
Capital expenditures	602	41	1,301	244
Benefit from adjustment to correct prepaid rent, which is included in income (loss) from operations	588		588
Benefit from adjustment to correct inventory, which is included in income (loss) from operations			2,975
Holland & Barrett International | Reportable Business Segments
Segment Information
Net sales	225,428	215,328	655,831	635,556
Income (loss) from operations	45,890	48,386	138,287	142,260
Depreciation and amortization	5,848	4,807	16,005	12,984
Capital expenditures	$ 17,139	12,380	$ 40,291	27,248
Holland & Barrett International | Reportable Business Segments | Holland & Barrett
Segment Information
Number of stores | store	1,007		1,007
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | U.K.
Segment Information
Number of stores | store	690		690
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Netherlands
Segment Information
Number of stores | store	151		151
Number of franchised stores | store	5		5
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Ireland
Segment Information
Number of stores | store	48		48
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Belgium
Segment Information
Number of stores | store	18		18
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | China
Segment Information
Number of franchised stores | store	32		32
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Singapore
Segment Information
Number of franchised stores | store	28		28
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | United Arab Emirates
Segment Information
Number of franchised stores | store	15		15
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Cyprus
Segment Information
Number of franchised stores | store	10		10
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Malta
Segment Information
Number of franchised stores | store	5		5
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Kuwait
Segment Information
Number of franchised stores | store	2		2
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Gibraltar
Segment Information
Number of franchised stores | store	1		1
Holland & Barrett International | Reportable Business Segments | Holland & Barrett | Spain
Segment Information
Number of franchised stores | store	2		2
Holland & Barrett International | Reportable Business Segments | GNC (UK) stores | U.K.
Segment Information
Number of stores | store	49		49
Puritan's Pride | Reportable Business Segments
Segment Information
Net sales	$ 62,467	63,940	$ 188,984	187,904
Income (loss) from operations	6,685	9,009	19,735	23,372
Depreciation and amortization	2,838	2,830	8,508	8,475
Capital expenditures	22	402	293	1,084
Benefit from adjustment to correct prepaid rent, which is included in income (loss) from operations	78		78
Benefit from adjustment to correct inventory, which is included in income (loss) from operations			397
Vitamin World | Reportable Business Segments
Segment Information
Net sales	51,263	56,349	158,524	169,565
Income (loss) from operations	1,395	3,073	7,310	7,568
Depreciation and amortization	945	892	2,745	2,365
Capital expenditures	1,460	$ 4,388	3,131	$ 11,977
Benefit from adjustment to correct prepaid rent, which is included in income (loss) from operations	$ 66		2,586
Benefit from adjustment to correct inventory, which is included in income (loss) from operations			$ 336
Vitamin World | Reportable Business Segments | Vitamin World
Segment Information
Number of stores | store	386		386

XML

Business and Credit Concentration (Details) - Customer concentration risk	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014
Net sales | Customer A
Business and Credit Concentration
Percentage of concentration risk	11.00%	11.00%	11.00%	11.00%
Net sales | Customer A | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	19.00%	18.00%	18.00%	19.00%
Net sales | Customer B
Business and Credit Concentration
Percentage of concentration risk	10.00%	7.00%	9.00%	7.00%
Net sales | Customer B | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	16.00%	13.00%	15.00%	12.00%
Gross accounts receivable | Customer A | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk			11.00%		13.00%
Gross accounts receivable | Customer B | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk			16.00%		11.00%

XML

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Inventories
Raw materials	$ 177,892	$ 217,697
Work-in-process	21,995	20,898
Finished goods	609,163	614,631
Total inventories	$ 809,050	$ 853,226

XML

Long-Term Debt (Tables)

9 Months Ended

Jun. 30, 2015

Schedule of components of long-term debt

	June 30, 2015			September 30, 2014
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(34,731	)		(45,539	)
		1,472,769			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(10,962	)		(13,061	)
		639,038			636,939
Other		—			848
		2,111,807			2,099,748
Less current portion		—			(261	)
Total	$	2,111,807		$	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	%

XML

Condensed Consolidating Financial Statements of Guarantors (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013
Current assets:
Cash and cash equivalents	$ 282,908			$ 139,488	$ 94,417		$ 198,561
Accounts receivable, net	192,315			175,701
Inventories	809,050			853,226
Deferred income taxes	26,900			28,915
Other current assets	50,401			61,509
Total current assets	1,361,574			1,258,839
Property, plant and equipment, net	614,566			597,202
Goodwill	1,132,507			1,163,282
Other intangible assets, net	1,743,090			1,791,592
Other assets	9,512			8,207
Total assets	4,861,249			4,819,122
Current liabilities:
Current portion long-term debt				261
Accounts payable	293,935			227,877
Accrued expenses and other current liabilities	241,523			221,056
Total current liabilities	535,458			449,194
Long-term debt, net of current portion	2,111,807			2,099,487
Deferred income taxes	695,569			707,962
Other liabilities	44,269			53,386
Total liabilities	$ 3,387,103			$ 3,310,029
Commitments and contingencies
Stockholder's equity:
Common stock
Capital in excess of par	$ 1,563,073			$ 1,561,014
(Accumulated deficit) retained earnings	(12,408)			(22,718)
Accumulated other comprehensive income (loss)	(76,519)	$ (111,243)		(29,203)	11,502	$ (324)	(13,582)
Total stockholder's equity	1,474,146			1,509,093
Total liabilities and stockholder's equity	4,861,249			4,819,122
Noncontrolling Interest, Ownership Percentage by Parent			100.00%
Reportable Legal Entities | Parent Company
Current assets:
Cash and cash equivalents	142,540			77,550	23,735		81,356
Intercompany	14,635			30,425
Other current assets	876			2,618
Total current assets	158,051			110,593
Property, plant and equipment, net	118,197			95,022
Other assets	1,094
Intercompany loan receivable	2,468,492			2,438,743
Investments in subsidiaries	2,150,194			2,095,763
Total assets	4,896,028			4,740,121
Current liabilities:
Accrued expenses and other current liabilities	17,934			34,282
Total current liabilities	17,934			34,282
Intercompany loan payable	1,277,112			1,060,793
Long-term debt, net of current portion	2,111,807			2,098,900
Deferred income taxes	10,289			22,280
Other liabilities	4,740			14,773
Total liabilities	3,421,882			3,231,028
Stockholder's equity:
Capital in excess of par	1,563,073			1,561,014
(Accumulated deficit) retained earnings	(12,408)			(22,718)
Accumulated other comprehensive income (loss)	(76,519)			(29,203)
Total stockholder's equity	1,474,146			1,509,093
Total liabilities and stockholder's equity	4,896,028			4,740,121
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	1,439			751			35,357
Accounts receivable, net	139,592			130,749
Inventories	603,215			650,484
Deferred income taxes	26,206			27,002
Other current assets	17,025			18,048
Total current assets	787,477			827,034
Property, plant and equipment, net	283,156			304,274
Goodwill	720,813			726,354
Other intangible assets, net	1,407,432			1,439,374
Other assets	8,342			8,116
Intercompany loan receivable	1,292,113			1,060,793
Investments in subsidiaries	152,944			148,921
Total assets	4,652,277			4,514,866
Current liabilities:
Accounts payable	198,255			140,761
Intercompany	32,495			62,527
Accrued expenses and other current liabilities	176,928			112,136
Total current liabilities	407,678			315,424
Intercompany loan payable	2,111,807			2,098,900
Deferred income taxes	586,116			586,116
Other liabilities	14,789			13,732
Total liabilities	3,120,390			3,014,172
Stockholder's equity:
Capital in excess of par	1,404,555			1,417,462
(Accumulated deficit) retained earnings	139,437			89,265
Accumulated other comprehensive income (loss)	(12,105)			(6,033)
Total stockholder's equity	1,531,887			1,500,694
Total liabilities and stockholder's equity	4,652,277			4,514,866
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	138,929			61,187	75,338		$ 81,848
Accounts receivable, net	52,723			44,952
Intercompany	17,860			32,102
Inventories	205,835			202,742
Deferred income taxes	694			1,913
Other current assets	32,500			40,843
Total current assets	448,541			383,739
Property, plant and equipment, net	213,213			197,906
Goodwill	411,694			436,928
Other intangible assets, net	335,658			352,218
Other assets	76			91
Total assets	1,409,182			1,370,882
Current liabilities:
Current portion long-term debt				261
Accounts payable	95,680			87,116
Accrued expenses and other current liabilities	46,661			74,638
Total current liabilities	142,341			162,015
Intercompany loan payable	371,686			339,843
Long-term debt, net of current portion				587
Deferred income taxes	99,164			99,566
Other liabilities	24,740			24,881
Total liabilities	637,931			626,892
Stockholder's equity:
Capital in excess of par	746,911			739,911
(Accumulated deficit) retained earnings	92,293			24,570
Accumulated other comprehensive income (loss)	(67,953)			(20,491)
Total stockholder's equity	771,251			743,990
Total liabilities and stockholder's equity	1,409,182			1,370,882
Eliminations
Current assets:
Cash and cash equivalents					$ (4,656)
Intercompany	(32,495)			(62,527)
Total current assets	(32,495)			(62,527)
Intercompany loan receivable	(3,760,605)			(3,499,536)
Investments in subsidiaries	(2,303,138)			(2,244,684)
Total assets	(6,096,238)			(5,806,747)
Current liabilities:
Intercompany	(32,495)			(62,527)
Total current liabilities	(32,495)			(62,527)
Intercompany loan payable	(3,760,605)			(3,499,536)
Total liabilities	(3,793,100)			(3,562,063)
Stockholder's equity:
Capital in excess of par	(2,151,466)			(2,157,373)
(Accumulated deficit) retained earnings	(231,730)			(113,835)
Accumulated other comprehensive income (loss)	80,058			26,524
Total stockholder's equity	(2,303,138)			(2,244,684)
Total liabilities and stockholder's equity	$ (6,096,238)			$ (5,806,747)

XML

Fair Value of Financial Instruments (Details 5) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 12, 2013	Mar. 21, 2013	Oct. 17, 2012	Oct. 01, 2010
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		$ 450,000		$ 550,000
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	$ 680,875

XML

Long-Term Debt (Details) - USD ($) $ in Thousands				1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 20, 2014	Dec. 12, 2013	Mar. 21, 2013	Dec. 31, 2013	Oct. 31, 2012	Dec. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Jul. 31, 2015	Oct. 17, 2012	Oct. 01, 2010
Long-Term Debt
Total Long-term Debt							$ 2,111,807	$ 2,099,748
Less: current portion								(261)
Long-term debt, net of current portion							2,111,807	2,099,487
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							(34,731)	(45,539)
Total Long-term Debt							$ 1,472,769	1,461,961
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							(10,962)	(13,061)
Total Long-term Debt							639,038	636,939
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
Revolving credit facility
Long-Term Debt
Borrowing capacity	$ 175,000						175,000	$ 200,000
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 | Subsequent event
Long-Term Debt
Letters of credit									$ 6,100
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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Condensed Consolidating Financial Statements of Guarantors (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Cash (used in) provided by operating activities			$ 286,035	$ 27,017
Cash flows from investing activities:
Purchases of property, plant and equipment	$ (37,626)	$ (25,192)	(83,592)	(72,436)
Proceeds from sale of property, plant and equipment			933
Proceeds from sale of powder facility			23,983
Net cash used in investing activities			(58,676)	(72,436)
Cash flows from financing activities:
Principal payments under long-term agreements			(778)	(298)
Payments for financing fees			(611)
Dividends paid			(78,398)	(60,063)
Net cash used in financing activities			(79,787)	(60,361)
Effect of exchange rate changes on cash			(4,152)	1,636
Net increase (decrease) in cash and cash equivalents			143,420	(104,144)
Cash and cash equivalents at beginning of period			139,488	198,561
Cash and cash equivalents at end of period	282,908	94,417	282,908	94,417
Reportable Legal Entities | Parent Company
Cash flows from operating activities:
Cash (used in) provided by operating activities			(1,062)	(36,434)
Cash flows from investing activities:
Purchases of property, plant and equipment			(27,245)	(17,979)
Investment in subsidiary			(7,000)	(6,500)
Net cash used in investing activities			(34,245)	(24,479)
Cash flows from financing activities:
Payments for financing fees			(611)
Dividends paid			(78,398)	(60,063)
Intercompany accounts			179,306	63,355
Net cash used in financing activities			100,297	3,292
Net increase (decrease) in cash and cash equivalents			64,990	(57,621)
Cash and cash equivalents at beginning of period			77,550	81,356
Cash and cash equivalents at end of period	142,540	23,735	142,540	23,735
Reportable Legal Entities | Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities			168,917	58,813
Cash flows from investing activities:
Purchases of property, plant and equipment			(13,839)	(25,615)
Proceeds from sale of property, plant and equipment			933
Proceeds from sale of powder facility			23,983
Net cash used in investing activities			11,077	(25,615)
Cash flows from financing activities:
Intercompany accounts			(179,306)	(68,555)
Net cash used in financing activities			(179,306)	(68,555)
Net increase (decrease) in cash and cash equivalents			688	(35,357)
Cash and cash equivalents at beginning of period			751	35,357
Cash and cash equivalents at end of period	1,439		1,439
Reportable Legal Entities | Non-Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities			155,346	26,137
Cash flows from investing activities:
Purchases of property, plant and equipment			(42,508)	(28,842)
Net cash used in investing activities			(42,508)	(28,842)
Cash flows from financing activities:
Principal payments under long-term agreements			(778)	(298)
Dividends paid			(37,166)	(16,843)
Capital contribution			7,000	6,500
Intercompany accounts				5,200
Net cash used in financing activities			(30,944)	(5,441)
Effect of exchange rate changes on cash			(4,152)	1,636
Net increase (decrease) in cash and cash equivalents			77,742	(6,510)
Cash and cash equivalents at beginning of period			61,187	81,848
Cash and cash equivalents at end of period	$ 138,929	75,338	138,929	75,338
Eliminations
Cash flows from operating activities:
Cash (used in) provided by operating activities			(37,166)	(21,499)
Cash flows from investing activities:
Investment in subsidiary			7,000	6,500
Net cash used in investing activities			7,000	6,500
Cash flows from financing activities:
Dividends paid			37,166	16,843
Capital contribution			(7,000)	(6,500)
Net cash used in financing activities			$ 30,166	10,343
Net increase (decrease) in cash and cash equivalents				(4,656)
Cash and cash equivalents at end of period		$ (4,656)		$ (4,656)

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Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014
Related party transactions
Debt issued	$ 2,111,807		$ 2,111,807		$ 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	2,250	$ 2,250
Out of pocket expenditures paid to related party	$ 14	$ 24	$ 402	$ 392

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Inventories

9 Months Ended

Jun. 30, 2015

Inventories

Inventories

3. Inventories

        The components of inventories are as follows:

	June 30, 2015		September 30, 2014
Raw materials	$	177,892	$	217,697
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	853,226

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Litigation Summary (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2015 USD ($)	Jun. 30, 2015 action customer	Apr. 30, 2015 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2013 USD ($)
Employment class Actions
Number of class actions | action		3
Number of customers against whom class actions are filed | customer		1
Glucosamine-Based Dietary Supplements
Employment class Actions
Provision as per best estimate				$ 6,100	$ 12,000
Potential payments under settlement agreement, maximum			$ 9,000
Additional charges	$ 4,300

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Segment Information (Tables)

9 Months Ended

Jun. 30, 2015

Segment Information

Schedule of financial information of business segments

	Total Reportable Business Segments
	Consumer Products Group		Holland & Barrett International		Puritan's Pride		Vitamin World		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended June 30, 2015:
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,897		45,890		6,685		1,395		115,867		(32,482	)		83,385
Depreciation and amortization		8,993		5,848		2,838		945		18,624		15,498			34,122
Capital expenditures		602		17,139		22		1,460		19,223		18,403			37,626
Three Months Ended June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Nine Months Ended June 30, 2015:(1)(2)
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		151,571		138,287		19,735		7,310		316,903		(87,364	)		229,539
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		37,641			91,920
Capital expenditures		1,301		40,291		293		3,131		45,016		38,576			83,592
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436

(1)	Included in the income (loss) from operations is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $588, $78 and $66, for the three months ended June 30, 2015, respectively and $588, $78 and $2,586 for the nine months ended June 30, 2015, respectively.
(2)	Included in the income (loss) from operations for the nine months ended June 30, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $2,975, $397, and $336, respectively.

Schedule of total assets by segment

	June 30, 2015		September 30, 2014
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,500,659
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		512,642
Vitamin World		111,257		107,442
Total Reportable Business Segments:		4,084,088		4,068,753
Corporate / Manufacturing		777,161		750,369
Consolidated assets	$	4,861,249	$	4,819,122

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Business and Credit Concentration (Tables)

9 Months Ended

Jun. 30, 2015

Net sales

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Customer A		19	%		18	%		11	%		11	%
Customer B		16	%		13	%		10	%		7	%

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Customer A		18	%		19	%		11	%		11	%
Customer B		15	%		12	%		9	%		7	%

Gross accounts receivable

Business and Credit Concentration

Schedule of specified customers percentages accounted for

	June 30, 2015			September 30, 2014
Customer A		11	%		13	%
Customer B		16	%		11	%

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Taxes
Effective income tax rate (as a percent)	29.60%	30.70%	33.30%	32.60%
Accrued interest	$ 679		$ 679
Accrued penalties	$ 174		$ 174

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Condensed Consolidating Financial Statements of Guarantors (Tables)

9 Months Ended

Jun. 30, 2015

Condensed Consolidating Financial Statements of Guarantors

Schedule of condensed consolidating balance sheet

Condensed Consolidating Balance Sheet
As of June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	142,540		$	1,439		$	138,929		$	—		$	282,908
Accounts receivable, net		—			139,592			52,723			—			192,315
Intercompany		14,635			—			17,860			(32,495	)		—
Inventories		—			603,215			205,835			—			809,050
Deferred income taxes		—			26,206			694			—			26,900
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			787,477			448,541			(32,495	)		1,361,574
Property, plant and equipment, net		118,197			283,156			213,213			—			614,566
Goodwill		—			720,813			411,694			—			1,132,507
Other intangible assets, net		—			1,407,432			335,658			—			1,743,090
Other assets		1,094			8,342			76			—			9,512
Intercompany loan receivable		2,468,492			1,292,113			—			(3,760,605	)		—
Investments in subsidiaries		2,150,194			152,944			—			(2,303,138	)		—
Total assets	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	—		$	—		$	—
Accounts payable		—			198,255			95,680			—			293,935
Intercompany		—			32,495			—			(32,495	)		—
Accrued expenses and other current liabilities		17,934			176,928			46,661			—			241,523
Total current liabilities		17,934			407,678			142,341			(32,495	)		535,458
Intercompany loan payable		1,277,112			2,111,807			371,686			(3,760,605	)		—
Long-term debt, net of current portion		2,111,807			—			—			—			2,111,807
Deferred income taxes		10,289			586,116			99,164			—			695,569
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,120,390			637,931			(3,793,100	)		3,387,103
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,563,073			1,404,555			746,911			(2,151,466	)		1,563,073
(Accumulated deficit) retained earnings		(12,408	)		139,437			92,293			(231,730	)		(12,408	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,474,146			1,531,887			771,251			(2,303,138	)		1,474,146
Total liabilities and stockholder's equity	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249

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 June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	528,588		$	302,656		$	(15,634	)	$	815,610
Costs and expenses:
Cost of sales (See Note 2)		—			313,567			132,015			(15,634	)		429,948
Advertising, promotion and catalog		—			30,405			15,444			—			45,849
Selling, general and administrative		27,876			115,397			103,622			—			246,895
Facility restructuring charges (see Note 2)		—			9,533			—			—			9,533
		27,876			468,902			251,081			(15,634	)		732,225
Income (loss) from operations		(27,876	)		59,686			51,575			—			83,385
Other income (expense):
Intercompany interest		49,415			(44,630	)		(4,785	)		—			—
Interest		(44,630	)		12,092			(55	)		—			(32,593	)
Miscellaneous, net		601			727			799			—			2,127
		5,386			(31,811	)		(4,041	)		—			(30,466	)
Income (loss) before income taxes		(22,490	)		27,875			47,534			—			52,919
Provision (benefit) for income taxes		(5,212	)		10,174			10,695			—			15,657
Equity in income of subsidiaries		54,540			6,303			—			(60,843	)		—
Net income (loss)		37,262			24,004			36,839			(60,843	)		37,262
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		34,724			7,003			36,589			(43,592	)		34,724
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		34,724			7,003			36,589			(43,592	)		34,724
Comprehensive (loss) income	$	71,986		$	31,007		$	73,428		$	(104,435	)	$	71,986

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

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			8,228			—			(54,999	)		—
Net income (loss)	$	33,267		$	15,611		$	39,388		$	(54,999	)	$	33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			2,737			13,238			(15,975	)		11,127
Change in fair value of interest rate swaps net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			3,436			13,238			(16,674	)		11,826
Comprehensive income (loss)	$	45,093		$	19,047		$	52,626		$	(71,673	)	$	45,093

Consolidated Statements of Operations and Comprehensive (Loss) Income
For nine months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,603,410		$	875,270		$	(49,423	)	$	2,429,257
Costs and expenses:
Cost of sales (see Note 2)		—			976,709			386,706			(49,423	)		1,313,992
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			340,685			301,323			—			720,042
Facility restructuring charges (see Note 2)		—			14,435			—						14,435
		78,034			1,441,837			729,270			(49,423	)		2,199,718
Income (loss) from operations		(78,034	)		161,573			146,000			—			229,539
Other income (expense):
Intercompany interest		156,652			(142,120	)		(14,532	)		—			—
Interest		(142,120	)		42,456			(101	)		—			(99,765	)
Miscellaneous, net		(745	)		67			3,974			—			3,296
		13,787			(99,597	)		(10,659	)		—			(96,469	)
Income (loss) before income taxes		(64,247	)		61,976			135,341			—			133,070
Provision (benefit) for income taxes		(8,711	)		22,621			30,452			—			44,362
Equity in income of subsidiaries		144,244			19,607			—			(163,851	)		—
Net income (loss)		88,708			58,962			104,889			(163,851	)		88,708
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(48,037	)		(6,793	)		(47,462	)		54,255			(48,037	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(47,316	)		(6,072	)		(47,462	)		53,534			(47,316	)
Comprehensive (loss) income	$	41,392		$	52,890		$	57,427		$	(110,317	)	$	41,392

Consolidated Statements of Operations and Comprehensive Income (Loss)
For nine months ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			21,874			—			(166,303	)		—
Net income (loss)	$	96,988		$	52,979		$	113,324		$	(166,303	)	$	96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			6,340			21,666			(28,006	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			8,809			21,666			(30,475	)		25,084
Comprehensive income (loss)	$	122,072		$	61,788		$	134,990		$	(196,778	)	$	122,072

Schedule of condensed consolidating statement of cash flows

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(1,062	)	$	168,917		$	155,346		$	(37,166	)	$	286,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(27,245	)		(13,839	)		(42,508	)		—			(83,592	)
Proceeds from sale of property, plant and equipment		—			933			—			—			933
Proceeds from sale of powder facility		—			23,983			—			—			23,983
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(34,245	)		11,077			(42,508	)		7,000			(58,676	)
Cash flows from financing activities:
Principal payments		—			—			(778	)		—			(778	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(78,398	)		—			(37,166	)		37,166			(78,398	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		179,306			(179,306	)		—			—			—
Net cash provided by (used in) financing activities		100,297			(179,306	)		(30,944	)		30,166			(79,787	)
Effect of exchange rate changes on cash		—			—			(4,152	)		—			(4,152	)
Net increase in cash and cash equivalents		64,990			688			77,742			—			143,420
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	142,540		$	1,439		$	138,929		$	—		$	282,908

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

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

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Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Sep. 30, 2014
Accounts receivable reserves
Total accounts receivable reserves	$ 120,104	$ 120,104	$ 101,741
Correction of immaterial errors
Reduction of selling, general and administrative expenses	0	(2,520)
Reduction of cost of sales	(732)	(4,440)
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	99,072	99,072	83,768
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	18,235	18,235	15,409
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	$ 2,797	$ 2,797	$ 2,564

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Sale of Nutritional Bar Assets and Powder Facility

9 Months Ended

Jun. 30, 2015

Sale of Nutritional Bar Assets and Powder Facility

Sale of Nutritional Bar Assets and Powder Facility

2. Sale of Nutritional Bar Assets and Powder Facility

        In March 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 closing of the sale pursuant to the Powder APA occurred on June 26, 2015. The sales price for the production assets and transferred contracts was $4,228, subject to post-closing adjustments. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $19,755, subject to post-closing adjustments.

        The closing of the sale pursuant to the Bar APA is expected to occur during the second half of calendar 2015, and is subject to customary closing conditions. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000. The sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant to the Bar APA will be equal to NBTY's book value for such assets, as estimated by NBTY prior to the closing of the transactions, and subject to post-closing adjustments.

        As a result of these arrangements, the Company will incur cumulative net charges of approximately $21,000 before tax over the period in which these transactions are completed, of which non-cash charges will consist primarily of accelerated depreciation and a write-off of Goodwill of approximately $17,000; costs related to workforce reductions will be approximately $2,200 and other costs will be approximately $3,492, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations will be reflected in Corporate / Manufacturing.

        Charges related to these divestitures of $9,533 for the three months ended June 30, 2015 were $5,541 for a write-off of Goodwill associated with the fair value of the assets related to the powder facility, $4,942 for accelerated depreciation, $28 for severance and employee related costs and $714 of other costs, partially offset by a gain on a transferred contract of $1,692. Charges related to these divestitures of $14,435 for the nine months ended June 30, 2015 were $6,589 for accelerated depreciation, $5,541 for a write-off of Goodwill associated with the fair value of assets related to the powder facility, $2,199 for severance and employee related costs and $1,798 of other costs, partially offset by a gain on a transferred contract of $1,692.

        In connection with the sale of the Divested Manufacturing Operations, NBTY has entered into long-term supply agreements with Nellson, pursuant to which NBTY will purchase from Nellson the nutritional bar and powder products for a period of ten years.

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Sale of Nutritional Bar Assets and Powder Facility (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 26, 2015	Mar. 03, 2015	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Divestiture
Accelerated depreciation charges					$ 57,800	$ 44,076
Bar APA
Divestiture
Sales price of production assets and transferred contracts			$ 12,000
Powder APA
Divestiture
Sales price of production assets and transferred contracts	$ 4,228
Sales price of inventory	$ 19,755
APAs
Divestiture
Cumulative charges			21,000
Accelerated depreciation expense and write-off of goodwill related to divestiture			17,000
Workforce reduction			2,200
Other costs			3,492
Charges related to divestiture				$ 9,533	14,435
Write-off of goodwill				5,541	5,541
Accelerated depreciation charges				4,942	6,589
Severance and employee related costs				28	2,199
Other costs				714	1,798
Gain on transferred contract			$ 1,692	$ 1,692	$ 1,692
Period for purchase of nutritional bar and powder products under agreements (in years)		10 years

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Fair Value of Financial Instruments (Details 3) £ in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 01, 2011	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 GBP (£)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2011 contract	Dec. 31, 2010 contract
Interest rate swaps
Derivative information
Number of derivative contracts entered into by the entity							3
Fixed interest rate (as a percent)							1.92%
Derivative term	4 years
Cross currency swaps
Derivative information
Number of derivative contracts entered into by the entity								3
Notional amount of each derivative contract				£ 194,200	$ 300,000
Forward rate (as a percent)		1.565		1.565	1.565
Cross currency swaps | Miscellaneous, net
Derivative information
Hedge ineffectiveness (gain) / loss | $		$ (613)	$ 1,463		$ 1,136	$ 2,415

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Subsequent Events (Details) - Subsequent event £ in Thousands, $ in Thousands	1 Months Ended
	Jul. 31, 2015 GBP (£)	Jul. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)
Holland & Barrett International
Subsequent Events
Cash proceeds of sale-leaseback transaction	£ 34,200	$ 54,000
Lease term	30 years	30 years
Forecast
Subsequent Events
Lease obligations			$ 54,000

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Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013
Current assets:
Cash and cash equivalents	$ 282,908		$ 139,488	$ 94,417		$ 198,561
Accounts receivable, net	192,315		175,701
Inventories	809,050		853,226
Deferred income taxes	26,900		28,915
Other current assets	50,401		61,509
Total current assets	1,361,574		1,258,839
Property, plant and equipment, net	614,566		597,202
Goodwill	1,132,507		1,163,282
Intangible assets, net	1,743,090		1,791,592
Other assets	9,512		8,207
Total assets	4,861,249		4,819,122
Current liabilities:
Current portion long-term debt			261
Accounts payable	293,935		227,877
Accrued expenses and other current liabilities	241,523		221,056
Total current liabilities	535,458		449,194
Long-term debt, net of current portion	2,111,807		2,099,487
Deferred income taxes	695,569		707,962
Other liabilities	44,269		53,386
Total liabilities	$ 3,387,103		$ 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	$ 1,563,073		$ 1,561,014
Accumulated deficit	(12,408)		(22,718)
Accumulated other comprehensive loss	(76,519)	$ (111,243)	(29,203)	$ 11,502	$ (324)	$ (13,582)
Total stockholder's equity	1,474,146		1,509,093
Total liabilities and stockholder's equity	$ 4,861,249		$ 4,819,122

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Accumulated Other Comprehensive Income (Loss) (Details) - Entity [Domain] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	$ (111,243)	$ (324)	$ (29,203)	$ (13,582)
Other comprehensive income (loss) before reclassifications	34,724	10,667	(48,475)	20,910
Amount reclassified from accumulated other comprehensive income (loss)		1,159	1,159	4,174
Balance at end of period	(76,519)	11,502	(76,519)	11,502
Foreign currency translation adjustment
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period	(111,243)	1,809	(28,482)	(9,679)
Other comprehensive income (loss) before reclassifications	34,724	11,127	(48,037)	22,615
Balance at end of period	$ (76,519)	12,936	(76,519)	12,936
Gains and losses on cash flow hedges
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance at beginning of period		(2,133)	(721)	(3,903)
Other comprehensive income (loss) before reclassifications		(460)	(438)	(1,705)
Amount reclassified from accumulated other comprehensive income (loss)		1,159	$ 1,159	4,174
Balance at end of period		$ (1,434)		$ (1,434)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income	$ 88,708	$ 96,988
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets	5,091	5,974
Depreciation of property, plant and equipment	57,800	44,076
Amortization of intangible assets	34,120	34,633
Foreign currency transaction (gain) loss	(50)	632
Amortization and write-off of deferred financing fees	14,165	14,200
Stock-based compensation	2,059	3,373
Allowance for doubtful accounts	419	579
Inventory reserves	8,485	3,681
Deferred income taxes	(8,527)	(4,184)
Changes in operating assets and liabilities:
Accounts receivable	(20,340)	(13,107)
Inventories	8,665	(130,953)
Other assets	8,616	(1,033)
Accounts payable	64,834	(3,798)
Accrued expenses and other liabilities	21,990	(24,044)
Net cash provided by operating activities	286,035	27,017
Cash flows from investing activities:
Purchases of property, plant and equipment	(83,592)	(72,436)
Proceeds from sale of property, plant and equipment	933
Proceeds from sale of powder facility	23,983
Net cash used in investing activities	(58,676)	(72,436)
Cash flows from financing activities:
Principal payments	(778)	(298)
Payments for financing fees	(611)
Dividends paid	(78,398)	(60,063)
Net cash used in financing activities	(79,787)	(60,361)
Effect of exchange rate changes on cash and cash equivalents	(4,152)	1,636
Net increase (decrease) in cash and cash equivalents	143,420	(104,144)
Cash and cash equivalents at beginning of period	139,488	198,561
Cash and cash equivalents at end of period	282,908	94,417
Property, plant and equipment additions included in total liabilities	$ 14,176	$ 6,804

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Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2014
Definite lived intangible assets:
Gross carrying amount	$ 1,082,086	$ 1,088,072
Accumulated amortization	211,476	178,420
Indefinite lived intangible asset:
Tradenames	872,480	881,940
Total intangible assets	1,954,566	1,970,012
Brands and customer relationships
Definite lived intangible assets:
Gross carrying amount	909,278	912,200
Accumulated amortization	$ 184,964	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	$ 172,808	175,872
Accumulated amortization	$ 26,512	$ 22,644
Tradenames and other | Minimum
Definite lived intangible assets:
Amortization period	15 years
Tradenames and other | Maximum
Definite lived intangible assets:
Amortization period	30 years

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Basis of Presentation (Tables)

9 Months Ended

Jun. 30, 2015

Basis of Presentation

Schedule of segment names

New Segment Name	Previous Segment Name
Consumer Products Group	Wholesale
Holland & Barrett International	European Retail
Puritan's Pride	Direct Response/E-Commerce
Vitamin World	North American Retail

Schedule of accounts receivable reserves

	June 30, 2015		September 30, 2014
Promotional program incentive allowances	$	99,072	$	83,768
Allowance for sales returns		18,235		15,409
Allowance for doubtful accounts		2,797		2,564
	$	120,104	$	101,741

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Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Intangible Assets
Aggregate amortization expense of definite lived intangible assets			$ 34,120	$ 34,633
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
Selling, General and Administrative Expenses
Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,445	$ 11,495	$ 34,120	$ 34,633

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets

Schedule of change in carrying amount of goodwill by segment

	Consumer Products Group			Holland & Barrett International			Puritan's Pride			Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395		$	1,163,282
Write off due to sale of powder facility		(4,892	)		—			(649	)		(5,541	)
Foreign currency translation		(8,789	)		(16,445	)		—			(25,234	)
Balance at June 30, 2015	$	624,949		$	304,812		$	202,746		$	1,132,507

Schedule of carrying amounts of acquired other intangible assets

	June 30, 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	$	909,278	$	184,964	$	912,200	$	155,776	17 - 25
Tradenames and other		172,808		26,512		175,872		22,644	15 - 30
		1,082,086		211,476		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		872,480		—		881,940		—
Total intangible assets	$	1,954,566	$	211,476	$	1,970,012	$	178,420

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Basis of Presentation

9 Months Ended

Jun. 30, 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 (as adjusted), 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 nine months ended June 30, 2015, the Company recorded adjustments for immaterial errors in its previously reported financial statements. Accordingly, we recorded a reduction in selling, general and administrative expenses of $0 and $2,520, related to prepaid rent in our retail operations and a reduction in cost of sales of $732, and $4,440 primarily related to an increase in the value of its label inventory for the three and nine months ended June 30, 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.

Segment Reporting

        During the fiscal quarter ended June 30, 2015 we changed the names of our four segments to more accurately portray the brands and markets in which we do business. There were no other changes in the presentation of our segments. The changes to the names are as follows:

New Segment Name	Previous Segment Name
Consumer Products Group	Wholesale
Holland & Barrett International	European Retail
Puritan's Pride	Direct Response/E-Commerce
Vitamin World	North American Retail

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	June 30, 2015		September 30, 2014
Promotional program incentive allowances	$	99,072	$	83,768
Allowance for sales returns		18,235		15,409
Allowance for doubtful accounts		2,797		2,564
	$	120,104	$	101,741

Recent Accounting Developments

        In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance was effective for us beginning October 1, 2017, however in July 2015, the FASB decided to defer the effective date of the new standard by one year. Early adoption would be permitted for us beginning October 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In 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 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 are presented as a reduction of the carrying amount of the related liability, rather than as an asset. The guidance was effective for us beginning October 1, 2016, and early adoption was permitted. This guidance has been early adopted and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

        In July 2015, the FASB issued guidance which applies to inventory for which cost is determined by methods other than the last-in first-out and the retail inventory method. Under the new guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us beginning January 1, 2017, and should be applied prospectively with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements and related disclosures.

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) - $ / shares	Jun. 30, 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

9 Months Ended

Jun. 30, 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 nine months ended June 30, 2015 and 2014, these fees totaled $750 and $2,250, in each of the respective periods, and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $14 and $24 for the three months ended June 30, 2015 and 2014, respectively, and $402 and $392 for the nine months ended June 30, 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 significant and such services are provided on what we believe is 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 - shares	9 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	NBTY INC
Entity Central Index Key	0000070793
Document Type	10-Q
Document Period End Date	Jun. 30, 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	Q3

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Segment Information

9 Months Ended

Jun. 30, 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:

•           Consumer Products Group—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.

•           Holland & Barrett International—This segment generates revenue through its 1,007 Holland & Barrett and co-branded stores; including company-owned stores in the following countries: 690 in the UK, 151 in the Netherlands, 48 in Ireland, 18 in Belgium; and franchised stores in the following countries: 32 in China, 28 in Singapore, 15 in United Arab Emirates,10 in Cyprus, five in each of Malta and the Netherlands, two in each of Spain and Kuwait and one in Gibraltar. We also have 49 GNC / MET-Rx 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.

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

•           Vitamin World—This segment generates revenue through its 386 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales fromwww.vitaminworld.com.

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

	Total Reportable Business Segments
	Consumer Products Group		Holland & Barrett International		Puritan's Pride		Vitamin World		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended June 30, 2015:
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,897		45,890		6,685		1,395		115,867		(32,482	)		83,385
Depreciation and amortization		8,993		5,848		2,838		945		18,624		15,498			34,122
Capital expenditures		602		17,139		22		1,460		19,223		18,403			37,626
Three Months Ended June 30, 2014:
Net sales	$	471,344	$	215,328	$	63,940	$	56,349	$	806,961	$	—		$	806,961
Income (loss) from operations		41,355		48,386		9,009		3,073		101,823		(22,535	)		79,288
Depreciation and amortization		9,032		4,807		2,830		892		17,561		9,748			27,309
Capital expenditures		41		12,380		402		4,388		17,211		7,981			25,192
Nine Months Ended June 30, 2015:(1)(2)
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		151,571		138,287		19,735		7,310		316,903		(87,364	)		229,539
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		37,641			91,920
Capital expenditures		1,301		40,291		293		3,131		45,016		38,576			83,592
Nine Months Ended June 30, 2014:
Net sales	$	1,420,067	$	635,556	$	187,904	$	169,565	$	2,413,092	$	—		$	2,413,092
Income (loss) from operations		143,087		142,260		23,372		7,568		316,287		(72,549	)		243,738
Depreciation and amortization		27,199		12,984		8,475		2,365		51,023		27,686			78,709
Capital expenditures		244		27,248		1,084		11,977		40,553		31,883			72,436

(1)	Included in the income (loss) from operations is an adjustment to correct the Company's accounting for prepaid rent, whereby a benefit was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $588, $78 and $66, for the three months ended June 30, 2015, respectively and $588, $78 and $2,586 for the nine months ended June 30, 2015, respectively.
(2)	Included in the income (loss) from operations for the nine months ended June 30, 2015, is an adjustment to correct the valuation of our labels inventory, whereby a benefit of $3,708 was recorded and benefited the Consumer Products Group, Puritan's Pride and Vitamin World segments by $2,975, $397, and $336, respectively.

        Total assets by segment are as follows:

	June 30, 2015		September 30, 2014
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,500,659
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		512,642
Vitamin World		111,257		107,442
Total Reportable Business Segments:		4,084,088		4,068,753
Corporate / Manufacturing		777,161		750,369
Consolidated assets	$	4,861,249	$	4,819,122

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Consolidated Statements of Income and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Income and Comprehensive Income (Loss)
Net sales	$ 815,610	$ 806,961	$ 2,429,257	$ 2,413,092
Costs and expenses:
Cost of sales (See Note 2)	429,948	431,204	1,313,992	1,304,003
Advertising, promotion and catalog	45,849	60,931	151,249	158,236
Selling, general and administrative	246,895	235,538	720,042	707,115
Facility restructuring charges (See Note 2)	9,533		14,435
Total costs and expenses	732,225	727,673	2,199,718	2,169,354
Income from operations	83,385	79,288	229,539	243,738
Other income (expense):
Interest	(32,593)	(33,794)	(99,765)	(101,698)
Miscellaneous, net	2,127	2,534	3,296	1,809
Total other income (expense)	(30,466)	(31,260)	(96,469)	(99,889)
Income from operations before income taxes	52,919	48,028	133,070	143,849
Provision for income taxes	15,657	14,761	44,362	46,861
Net Income	37,262	33,267	88,708	96,988
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of $1,975, $(813), $(118), and $2,718	34,724	11,127	(48,037)	22,615
Change in fair value of interest rate swaps, net of taxes of $0, $(436), $(442), and $(1,559)		699	721	2,469
Total other comprehensive (loss) income, net of tax	34,724	11,826	(47,316)	25,084
Comprehensive (loss) income	$ 71,986	$ 45,093	$ 41,392	$ 122,072

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Fair Value of Financial Instruments

9 Months Ended

Jun. 30, 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 liabilities measured at fair value on a recurring basis at June 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	3,299
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	4,740

        The following table summarizes the 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 10.1% to 10.7% (10.3% weighted average) as of June 30, 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 nine months ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Beginning balance:	$	8,810		$	(29,221	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		(16,849	)		(6,701	)		10,591			(13,668	)
Ending balance:	$	(8,039	)	$	(35,922	)	$	(8,039	)	$	(35,922	)

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 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 June 30, 2015 and 2014 was ($613) and $1,463, respectively, and is recorded in Miscellaneous, net. Hedge ineffectiveness loss/(gain) for the nine months ended June 30, 2015 and 2014 was $1,136 and $2,415, respectively.

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

	Three Months Ended June 30,
	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	$	—		$	—	$	(460	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		(10,992	)		—		(5,591	)		—
Total	$	(10,992	)	$	—	$	(6,051	)	$	(1,159	)

	Nine Months Ended June 30,
	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	)	$	(1,705	)	$	(4,174	)
Net Investment Hedges:
Cross currency swaps		7,660			—			(10,835	)		—
Total	$	7,222		$	(1,159	)	$	(12,540	)	$	(4,174	)

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $680,875 as of June 30, 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

9 Months Ended

Jun. 30, 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 (see Note 1), 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:

	June 30, 2015			September 30, 2014
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,507,500		$	1,507,500
Less unamortized debt issuance costs		(34,731	)		(45,539	)
		1,472,769			1,461,961
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(10,962	)		(13,061	)
		639,038			636,939
Other		—			848
		2,111,807			2,099,748
Less current portion		—			(261	)
Total	$	2,111,807		$	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 June 30, 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. In July 2015, the letter of credit was increased to $6,100.

        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 financial covenants under the senior secured credit facilities at June 30, 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 financial covenants under the Notes at June 30, 2015.

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Inventories (Tables)

9 Months Ended

Jun. 30, 2015

Inventories

Schedule of components of inventories

	June 30, 2015		September 30, 2014
Raw materials	$	177,892	$	217,697
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	853,226

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Condensed Consolidating Financial Statements of Guarantors

9 Months Ended

Jun. 30, 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 June 30, 2015 and September 30, 2014 and for the three and nine months ended June 30, 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 nine months ended June 30, 2014 increasing net income for the guarantors and decreasing the eliminations by $8,228 and $21,874, 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 June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	142,540		$	1,439		$	138,929		$	—		$	282,908
Accounts receivable, net		—			139,592			52,723			—			192,315
Intercompany		14,635			—			17,860			(32,495	)		—
Inventories		—			603,215			205,835			—			809,050
Deferred income taxes		—			26,206			694			—			26,900
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			787,477			448,541			(32,495	)		1,361,574
Property, plant and equipment, net		118,197			283,156			213,213			—			614,566
Goodwill		—			720,813			411,694			—			1,132,507
Other intangible assets, net		—			1,407,432			335,658			—			1,743,090
Other assets		1,094			8,342			76			—			9,512
Intercompany loan receivable		2,468,492			1,292,113			—			(3,760,605	)		—
Investments in subsidiaries		2,150,194			152,944			—			(2,303,138	)		—
Total assets	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	—		$	—		$	—
Accounts payable		—			198,255			95,680			—			293,935
Intercompany		—			32,495			—			(32,495	)		—
Accrued expenses and other current liabilities		17,934			176,928			46,661			—			241,523
Total current liabilities		17,934			407,678			142,341			(32,495	)		535,458
Intercompany loan payable		1,277,112			2,111,807			371,686			(3,760,605	)		—
Long-term debt, net of current portion		2,111,807			—			—			—			2,111,807
Deferred income taxes		10,289			586,116			99,164			—			695,569
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,120,390			637,931			(3,793,100	)		3,387,103
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,563,073			1,404,555			746,911			(2,151,466	)		1,563,073
(Accumulated deficit) retained earnings		(12,408	)		139,437			92,293			(231,730	)		(12,408	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,474,146			1,531,887			771,251			(2,303,138	)		1,474,146
Total liabilities and stockholder's equity	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249

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 June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	528,588		$	302,656		$	(15,634	)	$	815,610
Costs and expenses:
Cost of sales (See Note 2)		—			313,567			132,015			(15,634	)		429,948
Advertising, promotion and catalog		—			30,405			15,444			—			45,849
Selling, general and administrative		27,876			115,397			103,622			—			246,895
Facility restructuring charges (see Note 2)		—			9,533			—			—			9,533
		27,876			468,902			251,081			(15,634	)		732,225
Income (loss) from operations		(27,876	)		59,686			51,575			—			83,385
Other income (expense):
Intercompany interest		49,415			(44,630	)		(4,785	)		—			—
Interest		(44,630	)		12,092			(55	)		—			(32,593	)
Miscellaneous, net		601			727			799			—			2,127
		5,386			(31,811	)		(4,041	)		—			(30,466	)
Income (loss) before income taxes		(22,490	)		27,875			47,534			—			52,919
Provision (benefit) for income taxes		(5,212	)		10,174			10,695			—			15,657
Equity in income of subsidiaries		54,540			6,303			—			(60,843	)		—
Net income (loss)		37,262			24,004			36,839			(60,843	)		37,262
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		34,724			7,003			36,589			(43,592	)		34,724
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—
Total other comprehensive (loss) income, net of tax		34,724			7,003			36,589			(43,592	)		34,724
Comprehensive (loss) income	$	71,986		$	31,007		$	73,428		$	(104,435	)	$	71,986

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

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961
Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538
		22,441			499,379			237,115			(31,262	)		727,673
Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288
Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534
		6,593			(33,193	)		(4,660	)		—			(31,260	)
Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			8,228			—			(54,999	)		—
Net income (loss)	$	33,267		$	15,611		$	39,388		$	(54,999	)	$	33,267
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			2,737			13,238			(15,975	)		11,127
Change in fair value of interest rate swaps net of taxes		699			699			—			(699	)		699
Total other comprehensive income (loss), net of tax		11,826			3,436			13,238			(16,674	)		11,826
Comprehensive income (loss)	$	45,093		$	19,047		$	52,626		$	(71,673	)	$	45,093

Consolidated Statements of Operations and Comprehensive (Loss) Income
For nine months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,603,410		$	875,270		$	(49,423	)	$	2,429,257
Costs and expenses:
Cost of sales (see Note 2)		—			976,709			386,706			(49,423	)		1,313,992
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			340,685			301,323			—			720,042
Facility restructuring charges (see Note 2)		—			14,435			—						14,435
		78,034			1,441,837			729,270			(49,423	)		2,199,718
Income (loss) from operations		(78,034	)		161,573			146,000			—			229,539
Other income (expense):
Intercompany interest		156,652			(142,120	)		(14,532	)		—			—
Interest		(142,120	)		42,456			(101	)		—			(99,765	)
Miscellaneous, net		(745	)		67			3,974			—			3,296
		13,787			(99,597	)		(10,659	)		—			(96,469	)
Income (loss) before income taxes		(64,247	)		61,976			135,341			—			133,070
Provision (benefit) for income taxes		(8,711	)		22,621			30,452			—			44,362
Equity in income of subsidiaries		144,244			19,607			—			(163,851	)		—
Net income (loss)		88,708			58,962			104,889			(163,851	)		88,708
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(48,037	)		(6,793	)		(47,462	)		54,255			(48,037	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive (loss) income, net of tax		(47,316	)		(6,072	)		(47,462	)		53,534			(47,316	)
Comprehensive (loss) income	$	41,392		$	52,890		$	57,427		$	(110,317	)	$	41,392

Consolidated Statements of Operations and Comprehensive Income (Loss)
For nine months ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092
Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115
		72,527			1,479,662			702,781			(85,616	)		2,169,354
Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738
Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809
		17,424			(102,291	)		(15,022	)		—			(99,889	)
Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			21,874			—			(166,303	)		—
Net income (loss)	$	96,988		$	52,979		$	113,324		$	(166,303	)	$	96,988
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			6,340			21,666			(28,006	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469
Total other comprehensive income (loss), net of tax		25,084			8,809			21,666			(30,475	)		25,084
Comprehensive income (loss)	$	122,072		$	61,788		$	134,990		$	(196,778	)	$	122,072

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(1,062	)	$	168,917		$	155,346		$	(37,166	)	$	286,035
Cash flows from investing activities:
Purchase of property, plant and equipment		(27,245	)		(13,839	)		(42,508	)		—			(83,592	)
Proceeds from sale of property, plant and equipment		—			933			—			—			933
Proceeds from sale of powder facility		—			23,983			—			—			23,983
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(34,245	)		11,077			(42,508	)		7,000			(58,676	)
Cash flows from financing activities:
Principal payments		—			—			(778	)		—			(778	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(78,398	)		—			(37,166	)		37,166			(78,398	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		179,306			(179,306	)		—			—			—
Net cash provided by (used in) financing activities		100,297			(179,306	)		(30,944	)		30,166			(79,787	)
Effect of exchange rate changes on cash		—			—			(4,152	)		—			(4,152	)
Net increase in cash and cash equivalents		64,990			688			77,742			—			143,420
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	142,540		$	1,439		$	138,929		$	—		$	282,908

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

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

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Jun. 30, 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 nine months ended June 30, 2015 and 2014 were as follows:

	Three Months Ended June 30, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)
Other comprehensive income (loss) before reclassifications		34,724			—		34,724
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at June 30, 2015	$	(76,519	)	$	—	$	(76,519	)

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

	Nine Months Ended June 30, 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		(48,037	)		(438	)		(48,475	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at June 30, 2015	$	(76,519	)	$	—		$	(76,519	)

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

(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

9 Months Ended

Jun. 30, 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 were granted on June 9, 2015, and the cases are consolidated before Judge John W. Darrah of the United States District Court, North District of Illinois—Eastern Division (the "MDL Case:"). An initial conference is scheduled for August 20, 2015. Three class actions against one of our customers to which we may have a duty to indemnify have not been transferred and consolidated with the MDL Case, and are at the initial stages of litigation.

        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 Consumer Products Group 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. On May 14, 2015, the settlement was submitted to the court for preliminary approval and a preliminary conference was held before the court on July 22, 2015. 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

9 Months Ended

Jun. 30, 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 June 30, 2015 and 2014 was 29.6% and 30.7%, respectively. The effective income tax rate for the nine months ended June 30, 2015 and 2014 was 33.3% and 32.6%, respectively. Our effective tax rates for the three and nine 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 2015 and 2014.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At June 30, 2015, we had accrued $679 and $174 for the potential payment of interest and penalties, respectively. As of June 30, 2015, we were subject to U.S. federal income tax examinations for the tax years 2012 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 ended March 31, 2015, 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

9 Months Ended

Jun. 30, 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 nine months ended June 30, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended June 30,						Three Months Ended June 30,
	2015			2014			2015			2014
Customer A		19	%		18	%		11	%		11	%
Customer B		16	%		13	%		10	%		7	%

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Nine Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Customer A		18	%		19	%		11	%		11	%
Customer B		15	%		12	%		9	%		7	%

        The following customers accounted for the following percentages of the Consumer Products Group segment's gross accounts receivable:

	June 30, 2015			September 30, 2014
Customer A		11	%		13	%
Customer B		16	%		11	%

        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) $ in Thousands	9 Months Ended
	Jun. 30, 2015 USD ($)
Changes in goodwill
Balance at the beginning of the period	$ 1,163,282
Write off due to sale of powder facility	(5,541)
Foreign currency translation	(25,234)
Balance at the end of the period	1,132,507
Holland & Barrett International
Changes in goodwill
Balance at the beginning of the period	321,257
Foreign currency translation	(16,445)
Balance at the end of the period	304,812
Puritan's Pride
Changes in goodwill
Balance at the beginning of the period	203,395
Write off due to sale of powder facility	(649)
Balance at the end of the period	202,746
Consumer Products Group
Changes in goodwill
Balance at the beginning of the period	638,630
Write off due to sale of powder facility	(4,892)
Foreign currency translation	(8,789)
Balance at the end of the period	$ 624,949

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Condensed Consolidating Financial Statements of Guarantors (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	$ 815,610	$ 806,961	$ 2,429,257	$ 2,413,092
Costs and expenses:
Cost of sales (See Note 2)	429,948	431,204	1,313,992	1,304,003
Advertising, promotion and catalog	45,849	60,931	151,249	158,236
Selling, general and administrative	246,895	235,538	720,042	707,115
Facility restructuring charges (See Note 2)	9,533		14,435
Total costs and expenses	732,225	727,673	2,199,718	2,169,354
Income from operations	83,385	79,288	229,539	243,738
Other income (expense):
Interest	(32,593)	(33,794)	(99,765)	(101,698)
Miscellaneous, net	2,127	2,534	3,296	1,809
Total other income (expense)	(30,466)	(31,260)	(96,469)	(99,889)
Income from operations before income taxes	52,919	48,028	133,070	143,849
Provision for income taxes	15,657	14,761	44,362	46,861
Net Income	37,262	33,267	88,708	96,988
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	34,724	11,127	(48,037)	22,615
Change in fair value of interest rate swaps, net of tax		699	721	2,469
Total other comprehensive (loss) income, net of tax	34,724	11,826	(47,316)	25,084
Comprehensive (loss) income	71,986	45,093	41,392	122,072
Reportable Legal Entities | Parent Company
Costs and expenses:
Selling, general and administrative	27,876	22,441	78,034	72,527
Total costs and expenses	27,876	22,441	78,034	72,527
Income from operations	(27,876)	(22,441)	(78,034)	(72,527)
Other income (expense):
Intercompany interest	49,415	39,222	156,652	118,051
Interest	(44,630)	(34,167)	(142,120)	(103,170)
Miscellaneous, net	601	1,538	(745)	2,543
Total other income (expense)	5,386	6,593	13,787	17,424
Income from operations before income taxes	(22,490)	(15,848)	(64,247)	(55,103)
Provision for income taxes	(5,212)	(2,344)	(8,711)	(7,662)
Equity in income of subsidiaries	54,540	46,771	144,244	144,429
Net Income	37,262	33,267	88,708	96,988
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	34,724	11,127	(48,037)	22,615
Change in fair value of interest rate swaps, net of tax		699	721	2,469
Total other comprehensive (loss) income, net of tax	34,724	11,826	(47,316)	25,084
Comprehensive (loss) income	71,986	45,093	41,392	122,072
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	528,588	543,930	1,603,410	1,629,806
Costs and expenses:
Cost of sales (See Note 2)	313,567	335,320	976,709	1,008,111
Advertising, promotion and catalog	30,405	51,122	110,008	127,945
Selling, general and administrative	115,397	112,937	340,685	343,606
Facility restructuring charges (See Note 2)	9,533		14,435
Total costs and expenses	468,902	499,379	1,441,837	1,479,662
Income from operations	59,686	44,551	161,573	150,144
Other income (expense):
Intercompany interest	(44,630)	(34,167)	(142,120)	(103,170)
Interest	12,092	388	42,456	994
Miscellaneous, net	727	586	67	(115)
Total other income (expense)	(31,811)	(33,193)	(99,597)	(102,291)
Income from operations before income taxes	27,875	11,358	61,976	47,853
Provision for income taxes	10,174	3,975	22,621	16,748
Equity in income of subsidiaries	6,303	8,228	19,607	21,874
Net Income	24,004	15,611	58,962	52,979
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	7,003	2,737	(6,793)	6,340
Change in fair value of interest rate swaps, net of tax		699	721	2,469
Total other comprehensive (loss) income, net of tax	7,003	3,436	(6,072)	8,809
Comprehensive (loss) income	31,007	19,047	52,890	61,788
Reportable Legal Entities | Guarantor Subsidiaries | Adjustments
Other income (expense):
Net Income		8,228		21,874
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	302,656	294,293	875,270	868,902
Costs and expenses:
Cost of sales (See Note 2)	132,015	127,146	386,706	381,508
Advertising, promotion and catalog	15,444	9,809	41,241	30,291
Selling, general and administrative	103,622	100,160	301,323	290,982
Total costs and expenses	251,081	237,115	729,270	702,781
Income from operations	51,575	57,178	146,000	166,121
Other income (expense):
Intercompany interest	(4,785)	(5,055)	(14,532)	(14,881)
Interest	(55)	(15)	(101)	478
Miscellaneous, net	799	410	3,974	(619)
Total other income (expense)	(4,041)	(4,660)	(10,659)	(15,022)
Income from operations before income taxes	47,534	52,518	135,341	151,099
Provision for income taxes	10,695	13,130	30,452	37,775
Net Income	36,839	39,388	104,889	113,324
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	36,589	13,238	(47,462)	21,666
Total other comprehensive (loss) income, net of tax	36,589	13,238	(47,462)	21,666
Comprehensive (loss) income	73,428	52,626	57,427	134,990
Eliminations
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	(15,634)	(31,262)	(49,423)	(85,616)
Costs and expenses:
Cost of sales (See Note 2)	(15,634)	(31,262)	(49,423)	(85,616)
Total costs and expenses	(15,634)	(31,262)	(49,423)	(85,616)
Other income (expense):
Equity in income of subsidiaries	(60,843)	(54,999)	(163,851)	(166,303)
Net Income	(60,843)	(54,999)	(163,851)	(166,303)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(43,592)	(15,975)	54,255	(28,006)
Change in fair value of interest rate swaps, net of tax		(699)	(721)	(2,469)
Total other comprehensive (loss) income, net of tax	(43,592)	(16,674)	53,534	(30,475)
Comprehensive (loss) income	$ (104,435)	(71,673)	$ (110,317)	(196,778)
Eliminations | Adjustments
Other income (expense):
Net Income		$ (8,228)		$ (21,874)

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Basis of Presentation (Policies)

9 Months Ended

Jun. 30, 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.

Segment Reporting

Segment Reporting

        During the fiscal quarter ended June 30, 2015 we changed the names of our four segments to more accurately portray the brands and markets in which we do business. There were no other changes in the presentation of our segments. The changes to the names are as follows:

New Segment Name	Previous Segment Name
Consumer Products Group	Wholesale
Holland & Barrett International	European Retail
Puritan's Pride	Direct Response/E-Commerce
Vitamin World	North American Retail

Accounts Receivable Reserves

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	June 30, 2015		September 30, 2014
Promotional program incentive allowances	$	99,072	$	83,768
Allowance for sales returns		18,235		15,409
Allowance for doubtful accounts		2,797		2,564
	$	120,104	$	101,741

Recent Accounting Developments

Recent Accounting Developments

        In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on revenue from contracts with customers that will supersede virtually all existing revenue recognition guidance, including industry-specific guidance, and is designed to create greater comparability for financial statement users across industries and jurisdictions. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance was effective for us beginning October 1, 2017, however in July 2015, the FASB decided to defer the effective date of the new standard by one year. Early adoption would be permitted for us beginning October 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our consolidated financial statements and related disclosures.

        In 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 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 are presented as a reduction of the carrying amount of the related liability, rather than as an asset. The guidance was effective for us beginning October 1, 2016, and early adoption was permitted. This guidance has been early adopted and applied retrospectively to the prior period presented in the consolidated financial statements. See Note 5 "Long-Term Debt."

        In July 2015, the FASB issued guidance which applies to inventory for which cost is determined by methods other than the last-in first-out and the retail inventory method. Under the new guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for us beginning January 1, 2017, and should be applied prospectively with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements and related disclosures.

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 nine months ended June 30, 2014 increasing net income for the guarantors and decreasing the eliminations by $8,228 and $21,874, 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.

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Jun. 30, 2015

Fair Value of Financial Instruments

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

        The following table summarizes the liabilities measured at fair value on a recurring basis at June 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	3,299
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	4,740

        The following table summarizes the 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 June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Beginning balance:	$	8,810		$	(29,221	)	$	(18,630	)	$	(22,254	)
Unrealized gain (loss) on cross currency swaps		(16,849	)		(6,701	)		10,591			(13,668	)
Ending balance:	$	(8,039	)	$	(35,922	)	$	(8,039	)	$	(35,922	)

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

	Three Months Ended June 30,
	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	$	—		$	—	$	(460	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		(10,992	)		—		(5,591	)		—
Total	$	(10,992	)	$	—	$	(6,051	)	$	(1,159	)

	Nine Months Ended June 30,
	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	)	$	(1,705	)	$	(4,174	)
Net Investment Hedges:
Cross currency swaps		7,660			—			(10,835	)		—
Total	$	7,222		$	(1,159	)	$	(12,540	)	$	(4,174	)

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Segment Information (Details 2) - Entity [Domain] - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Total assets by segment
Consolidated assets	$ 4,861,249	$ 4,819,122
Reportable Business Segments
Total assets by segment
Consolidated assets	4,084,088	4,068,753
Corporate/Manufacturing
Total assets by segment
Consolidated assets	777,161	750,369
Consumer Products Group | Reportable Business Segments
Total assets by segment
Consolidated assets	2,468,588	2,500,659
Holland & Barrett International | Reportable Business Segments
Total assets by segment
Consolidated assets	992,960	948,010
Puritan's Pride | Reportable Business Segments
Total assets by segment
Consolidated assets	511,283	512,642
Vitamin World | Reportable Business Segments
Total assets by segment
Consolidated assets	$ 111,257	$ 107,442

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Fair Value of Financial Instruments (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 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)	$ (10,992)	$ (6,051)	$ 7,222	$ (12,540)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,159)	(1,159)	(4,174)
Interest rate swaps | Cash Flow Hedges:
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)		(460)	(438)	(1,705)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,159)	(1,159)	(4,174)
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)	$ (10,992)	$ (5,591)	$ 7,660	$ (10,835)

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Consolidated Statements of Income and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Income and Comprehensive Income (Loss)
Foreign currency translation adjustment, tax expense (benefit)	$ 1,975	$ (813)	$ (118)	$ 2,718
Change in fair value of interest rate swaps, tax expense (benefit)	$ 0	$ (436)	$ (442)	$ (1,559)

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Goodwill and Intangible Assets

9 Months Ended

Jun. 30, 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:

	Consumer Products Group			Holland & Barrett International			Puritan's Pride			Consolidated
Balance at September 30, 2014	$	638,630		$	321,257		$	203,395		$	1,163,282
Write off due to sale of powder facility		(4,892	)		—			(649	)		(5,541	)
Foreign currency translation		(8,789	)		(16,445	)		—			(25,234	)
Balance at June 30, 2015	$	624,949		$	304,812		$	202,746		$	1,132,507

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

	June 30, 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	$	909,278	$	184,964	$	912,200	$	155,776	17 - 25
Tradenames and other		172,808		26,512		175,872		22,644	15 - 30
		1,082,086		211,476		1,088,072		178,420
Indefinite lived intangible assets:
Tradenames		872,480		—		881,940		—
Total intangible assets	$	1,954,566	$	211,476	$	1,970,012	$	178,420

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of income and comprehensive income (loss) in selling, general and administrative expenses for the three months ended June 30, 2015 and 2014 was $11,445 and $11,495, respectively. Amortization expense for the nine months ended June 30, 2015 and 2014 was $34,120 and $34,633, 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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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss).

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

	Three Months Ended June 30, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at March 31, 2015	$	(111,243	)	$	—	$	(111,243	)
Other comprehensive income (loss) before reclassifications		34,724			—		34,724
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			—		—
Balance at June 30, 2015	$	(76,519	)	$	—	$	(76,519	)

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

	Nine Months Ended June 30, 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		(48,037	)		(438	)		(48,475	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at June 30, 2015	$	(76,519	)	$	—		$	(76,519	)

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

(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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Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Level 2 | Interest rate swaps | Accrued Expenses and Other Current Liabilities
Fair value measurements
Derivative liabilities		$ 1,151
Level 3 | Cross currency swaps | Accrued Expenses and Other Current Liabilities
Fair value measurements
Derivative liabilities	$ 3,299	3,857
Level 3 | Cross currency swaps | Other Liabilities
Fair value measurements
Derivative liabilities	$ 4,740	$ 14,773

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Subsequent Events

9 Months Ended

Jun. 30, 2015

Subsequent Events

Subsequent Events

14. Subsequent Events

Sale-leaseback

        In July 2015, the Company sold facilities related to the Holland & Barrett International segment for £34,200 British pounds sterling (approximately $54,000) and entered into a 30 year lease for these facilities. The lease will be accounted for as a capital lease that will result in an obligation of approximately $54,000 to be recorded on our consolidated balance sheet in the fourth fiscal quarter of 2015.