10-Q/A

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TABLE OF CONTENTS

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

FORM 10-Q/A
(Amendment No. 1)

(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
EXPLANATORY NOTE			3
PART I
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets		5
	Consolidated Statements of Income and Comprehensive Income (Loss)		6
	Consolidated Statements of Cash Flows		7
	Notes to Consolidated Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		63
Item 4.	Controls and Procedures		63
PART II
Item 1.	Legal Proceedings		66
Item 1A.	Risk Factors		68
Item 6.	Exhibits		70
Signatures			71
Exhibits

Explanatory Note

(in thousands)

        NBTY, Inc. (the "Company") is filing this amendment No. 1 on Form 10-Q/A (this "Amendment") to amend its Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, as filed on August 5, 2015 (the "Original Filing"), to restate its consolidated financial statements as of and for the fiscal quarter and year-to-date period ended June 30, 2015 and its Evaluation of Disclosure Controls and Procedures as of June 30, 2015, as well as to revise its consolidated balance sheet as of September 30, 2014.

        On November 10, 2015, the Audit Committee of the Board of Directors of the Company concluded, in consultation with management that the Company's previously issued consolidated financial statements for the fiscal periods ended June 30, 2015 as contained in the Original Filing should no longer be relied upon and should be restated due to the effect of the errors described below.

        During the preparation of the annual consolidated financial statements for the fiscal year ended September 30, 2015 ("fiscal 2015"), the Company discovered a financial statement error attributable to the accounting for the accelerated depreciation of assets being sold in conjunction with the closure of its nutritional bar manufacturing plant. More specifically, the Company determined that accelerated depreciation had been understated for the three and nine months ended June 30, 2015 by $4,904 and $6,539, respectively.

        Additionally, in prior interim periods during the fiscal 2015 the Company had recorded and disclosed out-of-period adjustments that the Company concluded at the time of recording of those adjustments, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements. These adjustments included the following:

•

As disclosed in the Original Filing, during the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,708. This immaterial adjustment is a result of the Company correcting its policy of expensing all labels upon receipt. Accordingly, on-hand labels are now recorded as a part of ending inventory on the consolidated balance sheet.

•

As disclosed in the Original Filing, during the second and third quarter of fiscal 2015, the Company recorded an out-of-period adjustment to selling, general and administrative expenses and cost of sales and prepaid rent totaling $3,252. This immaterial adjustment is a result of the Company correcting its policy of expensing rent, primarily at certain retail locations, at the payment date. Accordingly, prepaid rent is now recorded on the consolidated balance sheet and amortized during the period of use.

        In evaluating the materiality of these errors, both individually and in the aggregate, the Company considered both qualitative and quantitative factors relevant to that assessment. In doing so, the Company concluded that the aggregate impact of these errors resulted in a material misstatement of its consolidated financial statements for the three and nine months ended June 30, 2015. Accordingly, those consolidated financial statements are being restated to record the additional accelerated depreciation as well as to correct for the out-of-period adjustments noted above. Additionally, to correct for the out-of-period adjustments discussed above the Company has also revised its consolidated balance sheet as of September 30, 2014 as included within the consolidated financial statements in this Amendment. The Company concluded that such previously disclosed out-of-period adjustments are immaterial on an individual basis and, as a result, would not require the Company to restate its previously issued consolidated financial statements for the fiscal quarter ended December 31, 2014 and the fiscal quarter and six months ended March 31, 2015; however, in future filings the Company will also revise its consolidated financial statements for the interim periods ended December 31, 2014 and March 31, 2015 for these immaterial adjustments. In addition, the previously disclosed out-of-period

3

adjustments for which the Company has restated had no effect on the cash position of the Company for any period, did not impact any covenants under its debt agreements and did not require a change to the consolidated financial statements for interim or annual periods for the fiscal year ended September 30, 2014 or any prior period, other than balance sheet revisions, as the income statement impact for all previously reported periods is de minimis for the previously disclosed out-of-period adjustments described above.

        Refer to Note 1, Restatement of Financial Statements Previously Issued Financial Statements, in the Notes to the Consolidated Financial Statements set forth in this Amendment for further information relating to this restatement.

        This amended Quarterly Report on Form 10-Q/A sets forth the Original Filing in its entirety; however, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this amended Quarterly Report on Form 10-Q/A amends and restates the Original Filing only with respect to matters affected by the restatement. The following items in the Original Filing have been amended as a result of this restatement:

Part I, Item 1. Financial Statements

Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4. Controls and Procedures

Part II, Item 1A. Risk Factors

Part II, Item 6. Exhibits (with respect to Exhibits 31 and 32)

        The Company's Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection with this amended Quarterly Report on Form 10-Q/A and various exhibits related to XBRL. These certifications are filed as Exhibits 31 and 32 to this Amendment.

        This amended Quarterly Report on Form 10-Q/A does not modify or update other disclosures presented in the Original Filing, including the exhibits to the Original Filing, except as identified above. As such, except for the items identified above, this amended Quarterly Report on Form 10-Q/A speaks as of August 5, 2015, the original filing date, and any forward-looking statements represent management's views as of that date and should be not be assumed to be accurate as of any date thereafter. This amended Quarterly Report on Form 10-Q/A should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to August 5, 2015.

4

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 Restated)			(As Revised)
Assets
Current assets:
Cash and cash equivalents	$	282,908		$	139,488
Accounts receivable, net		192,315			175,701
Inventories		809,050			856,934
Deferred income taxes		25,651			26,242
Other current assets		50,401			64,761
Total current assets		1,360,325			1,263,126
Property, plant and equipment, net		608,027			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	$	4,853,461		$	4,823,409
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		691,809			707,962
Other liabilities		44,269			53,386
Total liabilities		3,383,343			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		(16,436	)		(18,431	)
Accumulated other comprehensive loss		(76,519	)		(29,203	)
Total stockholder's equity		1,470,118			1,513,380
Total liabilities and stockholder's equity	$	4,853,461		$	4,823,409

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

5

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
	(As Restated)						(As Restated)
Net sales	$	815,610		$	806,961		$	2,429,257		$	2,413,092
Costs and expenses:
Cost of sales (See Note 3)		430,538			431,204			1,318,289			1,304,003
Advertising, promotion and catalog		45,849			60,931			151,249			158,236
Selling, general and administrative		246,895			235,538			722,704			707,115
Facility restructuring charges (See Note 3)		14,437			—			20,974			—
		737,719			727,673			2,213,216			2,169,354
Income from operations		77,891			79,288			216,041			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		47,425			48,028			119,572			143,849
Provision for income taxes		13,547			14,761			39,179			46,861
Net Income		33,878			33,267			80,393			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	$	68,602		$	45,093		$	33,077		$	122,072

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

6

NBTY, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Nine Months Ended June 30,
	2015			2014
	(As Restated)
Cash flows from operating activities:
Net income	$	80,393		$	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		64,339			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		5,590			3,681
Deferred income taxes		(13,710	)		(4,184	)
Changes in operating assets and liabilities:
Accounts receivable		(20,340	)		(13,107	)
Inventories		15,267			(130,953	)
Other assets		11,868			(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.

7

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands)

1. Restatement of Previously Issued Consolidated Financial Statements

        On November 10, 2015, the Audit Committee of the Board of Directors of the Company concluded, in consultation with management that the Company's previously issued consolidated financial statements for the fiscal periods ended June 30, 2015 as contained in the Company's Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, as filed on August 5, 2015 (the "Original Filing") should be restated due to the effect of the errors described below.

        During the preparation of the annual consolidated financial statements for the fiscal year ended September 30, 2015 ("fiscal 2015") the Company discovered a financial statement error attributable to the accounting for the accelerated depreciation of assets being sold in conjunction with the closure of its nutritional bar manufacturing plant. More specifically, the Company determined that accelerated depreciation had been understated for the three and nine months ended June 30, 2015 by $4,904 and $6,539, respectively.

        Additionally, in prior interim periods during fiscal 2015 the Company had recorded and disclosed out-of-period adjustments that the Company concluded at the time of recording of those adjustments, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements. These adjustments included the following:

•

As disclosed in the Original Filing, during the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,708. This immaterial adjustment is a result of the Company correcting its policy of expensing all labels upon receipt. Accordingly on-hand labels are now recorded as a part of ending inventory on the consolidated balance sheet.

•

As disclosed in the Original Filing, during the second and third quarter of fiscal 2015, the Company recorded an out-of-period adjustment to selling, general and administrative expenses and cost of sales and prepaid rent totaling $3,252. This immaterial adjustment is a result of the Company correcting its policy of expensing rent, primarily at certain retail locations, at the payment date. Accordingly prepaid rent is now recorded on the consolidated balance sheet and amortized during the period of use.

        In evaluating the materiality of these errors, both individually and in the aggregate, the Company considered both qualitative and quantitative factors relevant to that assessment. In doing so, the Company concluded that the aggregate impact of these errors resulted in a material misstatement of its consolidated financial statements for the three and nine months ended June 30, 2015. Accordingly, those consolidated financial statements are being restated to record the additional accelerated depreciation as well as to correct for the out-of-period adjustments noted above. Additionally, to correct for the out-of-period adjustments discussed above the Company has also revised its consolidated balance sheet as of September 30, 2014. The Company concluded that such previously disclosed out-of-period adjustments are immaterial on an individual basis and, as a result, would not require the Company to restate its previously issued consolidated financial statements for the quarter ended December 31, 2014 and the fiscal quarter and six months ended March 31, 2015; however, in future filings the Company will also revise its consolidated financial statements for the interim periods ended December 31, 2014 and March 31, 2015 for these immaterial adjustments. In addition, the previously disclosed out-of-period adjustments for which the Company has restated had no effect on the cash

8

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Restatement of Previously Issued Consolidated Financial Statements (Continued)

position of the Company for any period, did not impact any covenants under its debt agreements and did not require a change to the financial statements for interim or annual periods for the fiscal year ended September 30, 2014 or any prior period, other than balance sheet revisions, as the income statement impact for all previously reported periods is de minimis for the previously disclosed out-of-period adjustments described above.

        The amounts previously reported as compared to the restated amounts, are provided below:

	As of June 30, 2015						As of September 30, 2014
	As Reported			As Restated			As Reported			As Revised
Consolidated Balance Sheets
Current Assets
Inventories	$	809,050		$	809,050		$	853,226		$	856,934
Deferred income taxes	$	26,900		$	25,651		$	28,915		$	26,242
Other current assets	$	50,401		$	50,401		$	61,509		$	64,761
Total current assets	$	1,361,574		$	1,360,325		$	1,258,839		$	1,263,126
Property, plant and equipment, net	$	614,566		$	608,027		$	597,202		$	597,202
Total assets	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409
Liabilities and Stockholders' Equity
Deferred income taxes	$	695,569		$	691,809		$	707,962		$	707,962
Total liabilities	$	3,387,103		$	3,383,343		$	3,310,029		$	3,310,029
Accumulated deficit	$	(12,408	)	$	(16,436	)	$	(22,718	)	$	(18,431	)
Total stockholders' equity	$	1,474,146		$	1,470,118		$	1,509,093		$	1,513,380
Total liabilities and stockholders' equity	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409

	Three months ended June 30, 2015				Nine months ended June 30, 2015
	As Reported		As Restated		As Reported		As Restated
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales	$	429,948	$	430,538	$	1,313,992	$	1,318,289
Selling, general and administrative	$	246,895	$	246,895	$	720,042	$	722,704
Facility restructuring charges	$	9,533	$	14,437	$	14,435	$	20,974
Total costs and expenses	$	732,225	$	737,719	$	2,199,718	$	2,213,216
Income from operations	$	83,385	$	77,891	$	229,539	$	216,041
Income from operations before income taxes	$	52,919	$	47,425	$	133,070	$	119,572
Provision for income taxes	$	15,657	$	13,547	$	44,362	$	39,179
Net income	$	37,262	$	33,878	$	88,708	$	80,393
Comprehensive income (loss)	$	71,986	$	68,602	$	41,392	$	33,077

9

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Restatement of Previously Issued Consolidated Financial Statements (Continued)

	Nine months ended June 30, 2015
	As Reported			As Restated
Consolidated Statement of Cash flows
Net income	$	88,708		$	80,393
Depreciation of property, plant and equipment	$	57,800		$	64,339
Inventory reserves	$	8,485		$	5,590
Deferred income taxes	$	(8,527	)	$	(13,710	)
Inventories	$	8,665		$	15,267
Other assets	$	8,616		$	11,868

2. 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.

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.

10

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

2. 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

11

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

2. 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 6 "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 14 for a revision that was made to the Condensed Consolidating Financial Statements of Guarantors.

3. Sale of Nutritional Bar Assets and Powder Facility (as restated)

        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

12

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

3. Sale of Nutritional Bar Assets and Powder Facility (as restated) (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 $32,000 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 $28,000; 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 $14,437 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, $9,846 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 $20,974 for the nine months ended June 30, 2015 were $13,128 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.

4. Inventories

        The components of inventories are as follows:

	June 30, 2015		September 30, 2014
			(As Revised)
Raw materials	$	177,892	$	221,405
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	856,934

13

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Goodwill and Intangible Assets

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

	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.

6. Long-Term Debt

        As a result of adopting the new guidance related to the presentation of debt issuance costs (see Note 2), 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.

14

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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

15

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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).

16

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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.

17

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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	%

18

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. 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.

7. 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.

19

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

•

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

        The following table summarizes the 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	)

20

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. 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	)

21

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. 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.

8. 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

22

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. 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

23

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. 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.

24

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

9. Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 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 28.6% and 30.7%, respectively. The effective income tax rate for the nine months ended June 30, 2015 and 2014 was 32.8% 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.

10. 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	)

25

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

10. 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 7, Fair Value of Financial Instruments.

26

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Business and Credit Concentration

Financial Instruments

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

Customers

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

        The following customers accounted for the following percentages of 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	%

27

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Business and Credit Concentration (Continued)

        The following customers accounted for the following percentages of the 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.

12. 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 6 Long-Term Debt for further information.

13. Segment Information

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

28

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. 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.

29

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

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

	Total Reportable Business Segments
	Consumer Products Group		Holland & Barrett International		Puritan's Pride		Vitamin World		Total		Corporate/ Manufacturing			Consolidated
Three Months Ended June 30, 2015(As restated):
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,363		45,890		6,630		1,395		115,278		(37,387	)		77,891
Depreciation and amortization		8,993		5,848		2,838		945		18,624		20,402			39,026
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(As restated):
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		147,828		138,287		19,159		4,790		310,064		(94,023	)		216,041
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		44,180			98,459
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

        The three months ended June 30, 2015 was restated to reflect the corrections described in Note 1. This restatement resulted in the reduction of Income (loss) from operations for the above columns as follows: $534 for Consumer Products Group, $55 for Puritan's Pride, $589 for Total, $4,905 for Corporate / Manufacturing and $5,494 for Consolidated.

        The nine months ended June 30, 2015 was restated to reflect the corrections described in Note 1. This restatement resulted in the reduction of Income (loss) from operations for the above columns as

30

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

follows: $3,743 for Consumer Products Group, $576 for Puritan's Pride, $2,529 for Vitamin World, $6,893 for Total, $6,659 for Corporate / Manufacturing and $13,498 for Consolidated.

        Total assets by segment are as follows:

	June 30, 2015		September 30, 2014
	(As Restated)		(As Revised)
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,504,402
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		513,218
Vitamin World		111,257		109,962
Total Reportable Business Segments:		4,084,088		4,075,592
Corporate / Manufacturing		769,373		747,817
Consolidated assets	$	4,853,461	$	4,823,409

        Assets by segment as of September 30, 2014 were revised to reflect the correction of the Company's policy with respect to its labels inventory and prepaid rent (as described in Note 1). This revision resulted in an increase in assets as follows: $3,743 for Consumer Products Group segment; $576 Puritan's Pride segment and $2,520 for Vitamin World segment, partially offset by a decrease of $2,552 for Corporate / Manufacturing.

14. Condensed Consolidating Financial Statements of Guarantors

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

1.

Condensed consolidating financial statements as of June 30, 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

31

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

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.

32

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of June 30, 2015
(as restated)

	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		—			24,957			694			—			25,651
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			786,228			448,541			(32,495	)		1,360,325
Property, plant and equipment, net		118,197			276,617			213,213			—			608,027
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		2,146,166			152,944			—			(2,299,110	)		—
Total assets	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461
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			582,356			99,164			—			691,809
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,116,630			637,931			(3,793,100	)		3,383,343
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		(16,436	)		135,409			92,293			(227,702	)		(16,436	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,470,118			1,527,859			771,251			(2,299,110	)		1,470,118
Total liabilities and stockholder's equity	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461

33

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of September 30, 2014
(as revised)

	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		—			654,192			202,742			—			856,934
Deferred income taxes		—			24,329			1,913			—			26,242
Other current assets		2,618			21,300			40,843			—			64,761
Total current assets		110,593			831,321			383,739			(62,527	)		1,263,126
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		2,100,050			148,921			—			(2,248,971	)		—
Total assets	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409
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		(18,431	)		93,552			24,570			(118,122	)		(18,431	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,513,380			1,504,981			743,990			(2,248,971	)		1,513,380
Total liabilities and stockholder's equity	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409

34

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

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

	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		—			314,157			132,015			(15,634	)		430,538
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)		—			14,437			—			—			14,437
		27,876			474,396			251,081			(15,634	)		737,719
Income (loss) from operations		(27,876	)		54,192			51,575			—			77,891
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	)		22,381			47,534			—			47,425
Provision (benefit) for income taxes		(5,212	)		8,064			10,695			—			13,547
Equity in income of subsidiaries		51,156			6,303			—			(57,459	)		—
Net income (loss)		33,878			20,620			36,839			(57,459	)		33,878
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	$	68,602		$	27,623		$	73,428		$	(101,051	)	$	68,602

35

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

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

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

36

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

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

	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		—			981,006			386,706			(49,423	)		1,318,289
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			343,347			301,323			—			722,704
Facility restructuring charges (see Note 2)		—			20,974			—						20,974
		78,034			1,455,335			729,270			(49,423	)		2,213,216
Income (loss) from operations		(78,034	)		148,075			146,000			—			216,041
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	)		48,478			135,341			—			119,572
Provision (benefit) for income taxes		(8,711	)		17,438			30,452			—			39,179
Equity in income of subsidiaries		135,929			19,607			—			(155,536	)		—
Net income (loss)		80,393			50,647			104,889			(155,536	)		80,393
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	$	33,077		$	44,575		$	57,427		$	(102,002	)	$	33,077

37

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
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

38

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Condensed Consolidating Financial Statements of Guarantors (Continued)

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

(as restated)

	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

39

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. 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

15. 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.

40

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;

41

•

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.

Restatement

        This "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" has been amended and restated to give effect to the restatement of our consolidated financial statements for the fiscal periods ended June 30, 2015 and the Company's financial position for

42

the fiscal year ended September 30, 2014 has been revised, where necessary, to give effect to the correction of an error attributable to the Company's accounting for the accelerated depreciation of assets being sold in conjunction with the closure of its nutritional bar manufacturing plant as well in connection with the out-of-period adjustments related to accounting policy corrections for on-hand labels and prepaid rent. A more complete discussion of this restatement can be found in Note 1—"Restatement of Previously Issued Financial Statements" to the consolidated financial statements contained in Part 1, Item 1 herein.

Executive Summary

        NBTY is the leading vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality vitamins, nutritional supplements and related products in the United States, with operations worldwide. We currently market over 25,000 SKUs under numerous owned and private-label brands, including Nature's Bounty®, Ester-C®, Solgar®, MET-Rx®, American Health®, Osteo Bi-Flex®, SISU®, Sundown®, Rexall®, Pure Protein®, Balance Bar®, Body Fortress®, Natural Wealth®, Puritan's Pride®, Holland & Barrett®, GNC (UK)®, Physiologics®, De Tuinen®, Essenza® and Vitamin World®. Our vertical integration includes purchasing raw materials and formulating and manufacturing products, which we then market through the following four channels of distribution.

        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.

43

        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 (as restated)

        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, which resulted in accelerated deprecation as noted below. 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 $32,000 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 $28,000; 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 $14,437 for the three months ended June 30, 2015 were $5,541 for a write-off of goodwill associated with the fair value of assets related to the the powder facility, $9,846 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 $20,974 for the nine months ended June 30, 2015 were $13,128 for accelerated depreciation, $5,541 for a write-off of goodwill associated with the fair value of the 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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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
	(as restated)
Cost of sales	$	430,538		$	431,204		$	(666	)		(0.2	)%
Percentage of net sales		52.8	%		53.4	%

        Cost of sales as a percentage of net sales decreased by 0.6 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

47

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
	(as restated)
Consumer Products Group	$	61,363		$	41,355		$	20,008			48.4	%
Holland & Barrett International		45,890			48,386			(2,496	)		(5.2	)%
Puritan's Pride		6,630			9,009			(2,379	)		(26.4	)%
Vitamin World		1,395			3,073			(1,678	)		(54.6	)%
Corporate / Manufacturing		(37,387	)		(22,535	)		(14,852	)		(65.9	)%
Total	$	77,891		$	79,288		$	(1,397	)		(1.8	)%
Percentage of net sales		9.6	%		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.

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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 (as restated)

        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 28.6% 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
	(as restated)
Cost of sales	$	1,318,289		$	1,304,003		$	14,286		1.1	%
Percentage of net sales		54.3	%		54.0	%

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

        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
	(as restated)
Selling, general and administrative	$	722,704		$	707,115		$	15,589		2.2	%
Percentage of net sales		29.8	%		29.3	%

        The SG&A increase of $15,589, or 2.2%, for the nine months ended June 30, 2015, as compared to the prior comparable period, is primarily due to increases of: (i) salaries of $19,244 due 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 $7,790 primarily relating to additional stores in the Holland & Barrett International 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
	(as restated)
Consumer Products Group	$	147,828		$	143,087		$	4,741			3.3	%
Holland & Barrett International		138,287			142,260			(3,973	)		(2.8	)%
Puritan's Pride		19,159			23,372			(4,213	)		(18.0	)%
Vitamin World		4,790			7,568			(2,778	)		(36.7	)%
Corporate / Manufacturing		(94,023	)		(72,549	)		(21,474	)		(29.6	)%
Total	$	216,041		$	243,738		$	(27,697	)		(11.4	)%
Percentage of net sales		8.9	%		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 decreased due to lower sales, which was offset by decreases in SG&A expenses primarily related 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 (as restated)

        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 32.8% 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
	(as restated)		(as revised)
Cash and cash equivalents	$	282,908	$	139,488
Working capital (including cash and cash equivalents)	$	842,867	$	813,932

        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 $28,935 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

55

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 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.

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        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)	$	495,245		$	517,203
Senior Secured Leverage Ratio	(a /b)		2.74x			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
	(as restated)						(as restated)						(as restated)
Net (loss) income	$	33,878		$	33,267		$	80,393		$	96,988		$	(60,746	)	$	140,448
Interest expense		32,593			33,794			99,765			101,698			134,109			136,086
Provision for income taxes		13,547			14,761			39,179			46,861			2,461			67,164
Depreciation and amortization		39,026			27,310			98,459			78,709			126,306			105,401
EBITDA		119,044			109,132			317,796			324,256			202,130			449,099
Severance costs(a)		3,151			2,435			14,387			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			16,878			24,796			26,463
Impairments and disposals(e)		5,579			739			7,374			5,198			216,859			5,800
Other items(f)		1,474			1,607			23,540			8,944			34,896			14,910
Pro forma cost savings(g)		9,923			5,949			29,768			17,847			39,691			23,796
Limitation on certain EBITDA adjustments(h)		(10,908	)		(3,406	)		(32,725	)		(10,217	)		(43,633	)		(13,623	)
Consolidated EBITDA	$	138,204		$	124,550		$	382,537		$	372,161		$	495,245		$	517,203

Consolidated EBITDA for the three and nine months and the four consecutive quarters ended June 30, 2015 were restated to reflect the correction of the accelerated depreciation associated with the sale of the nutritional bar manufacturing assets, as well as a revision for the change in the Company's policy with respect to its labels inventory and prepaid rent (as described in Note 1). This restatement resulted in a decrease of $765, $7,481 and $7,655 for the three and nine months and the four consecutive quarters ended June 30, 2015, respectively.

(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

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associated with acquisitions that exceed 10% of Consolidated EBITDA for the applicable period, without giving effect to these adjustments.

Off-Balance Sheet Arrangements

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

Seasonality

        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,

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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 6 "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 3 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.

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

Quantitative and Qualitative Disclosures About Market Risk

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

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

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

        Net sales denominated in foreign currencies were approximately $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.

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

Disclosure Controls and Procedures

        We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer ("CEO") and principal financial officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. At the time of the filing of our Quarterly Report on Form 10-Q for the period ended June 30, 2015 on August 5, 2015, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective as of June 30, 2015. Subsequent to that evaluation

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management, including our CEO and CFO, identified the material weaknesses in our internal control over financial reporting described below, which were determined to exist as of June 30, 2015, and has thus concluded that the design and operation of our disclosure controls and procedures were not effective as of June 30, 2015.

        A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

        The Company has identified the following material weaknesses:

•

The Company did not maintain effective internal controls with respect to the accounting for property and equipment in connection with a triggering event. Specifically, the Company's controls did not identify that the accelerated depreciation calculation did not reflect the terms and conditions of the final contract.

•

The Company did not design and maintain effective internal controls over the evaluation of individually immaterial out-of-period adjustments. Specifically, the Company did not adjust the precision of its internal controls after making immaterial out-of-period adjustments and consider that these adjustments would be evaluated together with other adjustments in the aggregate when considering whether the financial statements, including substantially all account balances and disclosures, are stated fairly in all material respects and whether internal control over financial reporting is effective.

        With respect to the second material weakness, the Company had recorded and disclosed two out-of-period adjustments related to changes to our accounting policy conventions during the first nine months of 2015, the individual and aggregate impact of which were at the time immaterial to the financial statements. However, the aggregate impact of these out-of-period adjustments and the error in our calculation of accelerated depreciation in connection with our triggering event analysis identified in the fourth quarter of 2015, resulted in a restatement of the Company's financial statements for the three and nine month fiscal periods ended June 30, 2015. The material weaknesses did not result in a material misstatement to our audited financial statements for the fiscal year ended September 30, 2014, or any of the interim financial statements for the quarters included therein, or to our financial statements for the three month period ended December 31, 2014, and the three and six months ended March 31, 2015. The control deficiencies could result in further misstatements of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected in a timely manner.

Remediation Plan

        The Company has established and initiated implementation of a remediation plan as follows:

•

To remediate the deficiency with respect to the accounting for property and equipment in connection with a triggering event, the Company is in the process of developing communications to reinforce its current design of its existing controls such that the review of any calculations prepared in connection with a triggering event analysis will include a comparison of the calculations to the final accounting memorandum prepared by the Company as well as to the final signed agreement, to the extent applicable.

•

To remediate the deficiency with respect to the evaluation of out of period adjustments, the Company is enhancing the design of its controls such that a formal, documented quantitative and qualitative evaluation of the following will be performed on an individual and aggregate basis by members of the senior finance team:

•

Accounting conventions used in the preparation of the Company's financial statements;

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•

Unrecorded financial statement adjustments and disclosures;

•

Out of period adjustments recorded to correct misstatements.

As part of this evaluation the senior finance team will assess the impact these items have on the precision of other controls to mitigate the increasing risk of a material misstatement.

        Management believes the foregoing efforts will effectively remediate these material weaknesses. We will continue to devote significant time and attention to these remediation efforts in order to remediate them as soon as reasonably possible. As the Company continues to evaluate and work to improve its internal control over financial reporting management may execute additional measures to address these material weaknesses or modify the remediation plans described above, and will continue to review and make necessary changes to improve the overall design of its internal controls. We will test the ongoing operating effectiveness of the revised controls in future periods. A material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

        There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

65

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 settlement as modified (the "Order"). The final judgment was issued on January 22, 2014 (the

66

"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 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.

67

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.

68

Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business and operating results.

        Effective internal control over financial reporting is necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our business and operating results could be harmed. The Sarbanes-Oxley Act of 2002, as well as related rules and regulations implemented by the Securities and Exchange Commission, have required changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, have increased our legal and financial compliance costs and made many activities more time-consuming and more burdensome. The costs of compliance with these laws, rules and regulations may adversely affect our financial results. Moreover, we run the risk of non-compliance, which could adversely affect our financial condition or results of operations.

        In the past we have discovered, and in the future we may discover, areas of our internal control over financial reporting that need improvement. As a result of the identification of two material weaknesses in our internal control over financial reporting and the determination to restate the previously-issued financial statements for the quarter and nine months ended June 30, 2015, management re-evaluated the effectiveness of the design and operation of our internal control over financial reporting and has concluded that we did not maintain effective controls for that period. Specifically, effective controls were not maintained with respect to the accounting for property and equipment in connection with a triggering event and with respect to the evaluation of out-of-period adjustments. Although we believe that we are taking appropriate action to remediate the material weaknesses and have devoted significant resources to remediate any deficiencies we discovered and to improve our internal control over financial reporting, if we are unable to effectively remediate these material weaknesses or are otherwise unable to maintain adequate controls over our financial processes and reporting in the future, we may not be able to prepare reliable financial statements, which could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information. We cannot assure you that additional material weaknesses in our internal controls over financial reporting will not be identified or that we will not need to restate our financial statements and reevaluate the effectiveness of our internal controls over financial reporting in the future.

69

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. (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, as filed on August 5, 2015 (the "Original Filing")).
	10.2	Powder Asset Purchase Agreement dated March 3, 2015, between Nellson Nutraceutical, LLC and NBTY, Inc. (Incorporated by reference to Exhibit 10.2 of the Original Filing).
	10.3	Management Incentive Plan of NBTY, Inc. for U.S. based associates. (Incorporated by reference to Exhibit 10.3 of the Original Filing).
	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.

70

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: November 16, 2015	By:	/s/ STEVEN CAHILLANE Steven Cahillane Chief Executive Officer, President and Director
Date: November 16, 2015	By:	/s/ DIPAK GOLECHHA Dipak Golechha Chief Financial Officer

71

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/A 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: November 16, 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/A 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: November 16, 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/A 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: November 16, 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/A 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: November 16, 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

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

XML

Segment Information (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Total assets by segment
Consolidated assets	$ 4,853,461	$ 4,823,409
Reportable Business Segments
Total assets by segment
Consolidated assets	4,084,088	4,075,592
Corporate/Manufacturing
Total assets by segment
Consolidated assets	769,373	747,817
Corporate/Manufacturing | Adjustments
Total assets by segment
Consolidated assets		(2,552)
Consumer Products Group | Reportable Business Segments
Total assets by segment
Consolidated assets	2,468,588	2,504,402
Consumer Products Group | Reportable Business Segments | Adjustments
Total assets by segment
Consolidated assets		3,743
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	513,218
Puritan's Pride | Reportable Business Segments | Adjustments
Total assets by segment
Consolidated assets		576
Vitamin World | Reportable Business Segments
Total assets by segment
Consolidated assets	$ 111,257	109,962
Vitamin World | Reportable Business Segments | Adjustments
Total assets by segment
Consolidated assets		$ 2,520

XML

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

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			856,934
Deferred income taxes	25,651			26,242
Other current assets	50,401			64,761
Total current assets	1,360,325			1,263,126
Property, plant and equipment, net	608,027			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	4,853,461			4,823,409
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	691,809			707,962
Other liabilities	44,269			53,386
Total liabilities	$ 3,383,343			$ 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	(16,436)			(18,431)
Accumulated other comprehensive income (loss)	(76,519)	$ (111,243)		(29,203)	11,502	$ (324)	(13,582)
Total stockholder's equity	1,470,118			1,513,380
Total liabilities and stockholder's equity	4,853,461			4,823,409
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	2,146,166			2,100,050
Total assets	4,892,000			4,744,408
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	(16,436)			(18,431)
Accumulated other comprehensive income (loss)	(76,519)			(29,203)
Total stockholder's equity	1,470,118			1,513,380
Total liabilities and stockholder's equity	4,892,000			4,744,408
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			654,192
Deferred income taxes	24,957			24,329
Other current assets	17,025			21,300
Total current assets	786,228			831,321
Property, plant and equipment, net	276,617			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	4,644,489			4,519,153
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	582,356			586,116
Other liabilities	14,789			13,732
Total liabilities	3,116,630			3,014,172
Stockholder's equity:
Capital in excess of par	1,404,555			1,417,462
(Accumulated deficit) retained earnings	135,409			93,552
Accumulated other comprehensive income (loss)	(12,105)			(6,033)
Total stockholder's equity	1,527,859			1,504,981
Total liabilities and stockholder's equity	4,644,489			4,519,153
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	(2,299,110)			(2,248,971)
Total assets	(6,092,210)			(5,811,034)
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	(227,702)			(118,122)
Accumulated other comprehensive income (loss)	80,058			26,524
Total stockholder's equity	(2,299,110)			(2,248,971)
Total liabilities and stockholder's equity	$ (6,092,210)			$ (5,811,034)

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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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Restatement of Previously Issued Consolidated Financial Statements (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Current Assets
Inventories	$ 809,050	$ 856,934
Deferred income taxes	25,651	26,242
Other current assets	50,401	64,761
Total current assets	1,360,325	1,263,126
Property, plant and equipment, net	608,027	597,202
Total assets	4,853,461	4,823,409
Liabilities and Stockholder's Equity
Deferred income taxes	691,809	707,962
Total liabilities	3,383,343	3,310,029
Accumulated deficit	(16,436)	(18,431)
Total stockholder's equity	1,470,118	1,513,380
Total liabilities and stockholder's equity	4,853,461	4,823,409
As Reported
Current Assets
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
Total assets	4,861,249	4,819,122
Liabilities and Stockholder's Equity
Deferred income taxes	695,569	707,962
Total liabilities	3,387,103	3,310,029
Accumulated deficit	(12,408)	(22,718)
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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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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Inventories (Tables)

9 Months Ended

Jun. 30, 2015

Inventories

Schedule of components of inventories

	June 30, 2015		September 30, 2014
			(As Revised)
Raw materials	$	177,892	$	221,405
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	856,934

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Accumulated Other Comprehensive Income (Loss) (Details) - 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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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 Shareholders
Long-Term Debt
Redemption price as a percentage of principal amount							102.00%
Holdco Notes | On or after November 1, 2015 | Holdings Shareholders
Long-Term Debt
Redemption price as a percentage of principal amount							101.00%
Holdco Notes | On or after November 1, 2016 and thereafter | Holdings Shareholders
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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Sale of Nutritional Bar Assets and Powder Facility (as restated) (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					$ 64,339	$ 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			32,000
Accelerated depreciation expense and write-off of goodwill related to divestiture			28,000
Workforce reduction			2,200
Other costs			3,492
Charges related to divestiture				$ 14,437	20,974
Write-off of goodwill				5,541	5,541
Accelerated depreciation charges				9,846	13,128
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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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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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

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Sale of Nutritional Bar Assets and Powder Facility (as restated)

9 Months Ended

Jun. 30, 2015

Sale of Nutritional Bar Assets and Powder Facility (as restated)

Sale of Nutritional Bar Assets and Powder Facility (as restated)

3. Sale of Nutritional Bar Assets and Powder Facility (as restated)

        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 $32,000 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 $28,000; 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 $14,437 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, $9,846 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 $20,974 for the nine months ended June 30, 2015 were $13,128 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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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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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 7, Fair Value of Financial Instruments.

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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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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 3)	430,538	431,204	1,318,289	1,304,003
Advertising, promotion and catalog	45,849	60,931	151,249	158,236
Selling, general and administrative	246,895	235,538	722,704	707,115
Facility restructuring charges (See Note 3)	14,437		20,974
Total costs and expenses	737,719	727,673	2,213,216	2,169,354
Income from operations	77,891	79,288	216,041	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	47,425	48,028	119,572	143,849
Provision for income taxes	13,547	14,761	39,179	46,861
Net Income	33,878	33,267	80,393	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	68,602	45,093	33,077	122,072
Adjustments
Costs and expenses:
Income from operations	(5,494)		(13,498)
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	51,156	46,771	135,929	144,429
Net Income	33,878	33,267	80,393	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	68,602	45,093	33,077	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 3)	314,157	335,320	981,006	1,008,111
Advertising, promotion and catalog	30,405	51,122	110,008	127,945
Selling, general and administrative	115,397	112,937	343,347	343,606
Facility restructuring charges (See Note 3)	14,437		20,974
Total costs and expenses	474,396	499,379	1,455,335	1,479,662
Income from operations	54,192	44,551	148,075	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	22,381	11,358	48,478	47,853
Provision for income taxes	8,064	3,975	17,438	16,748
Equity in income of subsidiaries	6,303	8,228	19,607	21,874
Net Income	20,620	15,611	50,647	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	27,623	19,047	44,575	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 3)	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 3)	(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	(57,459)	(54,999)	(155,536)	(166,303)
Net Income	(57,459)	(54,999)	(155,536)	(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	$ (101,051)	(71,673)	$ (102,002)	(196,778)
Eliminations | Adjustments
Other income (expense):
Net Income		$ (8,228)		$ (21,874)

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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%

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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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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(As restated):
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,363		45,890		6,630		1,395		115,278		(37,387	)		77,891
Depreciation and amortization		8,993		5,848		2,838		945		18,624		20,402			39,026
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(As restated):
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		147,828		138,287		19,159		4,790		310,064		(94,023	)		216,041
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		44,180			98,459
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

Schedule of total assets by segment

	June 30, 2015		September 30, 2014
	(As Restated)		(As Revised)
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,504,402
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		513,218
Vitamin World		111,257		109,962
Total Reportable Business Segments:		4,084,088		4,075,592
Corporate / Manufacturing		769,373		747,817
Consolidated assets	$	4,853,461	$	4,823,409

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Basis of Presentation

9 Months Ended

Jun. 30, 2015

Basis of Presentation

Basis of Presentation

2. 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.

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 6 "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 14 for a revision that was made to the Condensed Consolidating Financial Statements of Guarantors.

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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
(as restated)

	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		—			24,957			694			—			25,651
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			786,228			448,541			(32,495	)		1,360,325
Property, plant and equipment, net		118,197			276,617			213,213			—			608,027
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		2,146,166			152,944			—			(2,299,110	)		—
Total assets	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461
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			582,356			99,164			—			691,809
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,116,630			637,931			(3,793,100	)		3,383,343
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		(16,436	)		135,409			92,293			(227,702	)		(16,436	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,470,118			1,527,859			771,251			(2,299,110	)		1,470,118
Total liabilities and stockholder's equity	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461

Condensed Consolidating Balance Sheet
As of September 30, 2014
(as revised)

	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		—			654,192			202,742			—			856,934
Deferred income taxes		—			24,329			1,913			—			26,242
Other current assets		2,618			21,300			40,843			—			64,761
Total current assets		110,593			831,321			383,739			(62,527	)		1,263,126
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		2,100,050			148,921			—			(2,248,971	)		—
Total assets	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409
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		(18,431	)		93,552			24,570			(118,122	)		(18,431	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,513,380			1,504,981			743,990			(2,248,971	)		1,513,380
Total liabilities and stockholder's equity	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409

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
(as restated)

	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		—			314,157			132,015			(15,634	)		430,538
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)		—			14,437			—			—			14,437
		27,876			474,396			251,081			(15,634	)		737,719
Income (loss) from operations		(27,876	)		54,192			51,575			—			77,891
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	)		22,381			47,534			—			47,425
Provision (benefit) for income taxes		(5,212	)		8,064			10,695			—			13,547
Equity in income of subsidiaries		51,156			6,303			—			(57,459	)		—
Net income (loss)		33,878			20,620			36,839			(57,459	)		33,878
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	$	68,602		$	27,623		$	73,428		$	(101,051	)	$	68,602

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
(as restated)

	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		—			981,006			386,706			(49,423	)		1,318,289
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			343,347			301,323			—			722,704
Facility restructuring charges (see Note 2)		—			20,974			—						20,974
		78,034			1,455,335			729,270			(49,423	)		2,213,216
Income (loss) from operations		(78,034	)		148,075			146,000			—			216,041
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	)		48,478			135,341			—			119,572
Provision (benefit) for income taxes		(8,711	)		17,438			30,452			—			39,179
Equity in income of subsidiaries		135,929			19,607			—			(155,536	)		—
Net income (loss)		80,393			50,647			104,889			(155,536	)		80,393
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	$	33,077		$	44,575		$	57,427		$	(102,002	)	$	33,077

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
(as restated)

	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

XML

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

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	77,891	79,288	216,041	243,738
Depreciation and amortization	39,026	27,309	98,459	78,709
Capital expenditures	37,626	25,192	83,592	72,436
Adjustments
Segment Information
Income (loss) from operations	(5,494)		(13,498)
Reportable Business Segments
Segment Information
Net sales	815,610	806,961	2,429,257	2,413,092
Income (loss) from operations	115,278	101,823	310,064	316,287
Depreciation and amortization	18,624	17,561	54,279	51,023
Capital expenditures	19,223	17,211	45,016	40,553
Reportable Business Segments | Adjustments
Segment Information
Income (loss) from operations	(589)		(6,893)
Corporate/Manufacturing
Segment Information
Income (loss) from operations	(37,387)	(22,535)	(94,023)	(72,549)
Depreciation and amortization	20,402	9,748	44,180	27,686
Capital expenditures	18,403	7,981	38,576	31,883
Corporate/Manufacturing | Adjustments
Segment Information
Income (loss) from operations	(4,905)		(6,659)
Consumer Products Group | Reportable Business Segments
Segment Information
Net sales	476,452	471,344	1,425,918	1,420,067
Income (loss) from operations	61,363	41,355	147,828	143,087
Depreciation and amortization	8,993	9,032	27,021	27,199
Capital expenditures	602	41	1,301	244
Consumer Products Group | Reportable Business Segments | Adjustments
Segment Information
Income (loss) from operations	(534)		(3,743)
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	6,630	9,009	19,159	23,372
Depreciation and amortization	2,838	2,830	8,508	8,475
Capital expenditures	22	402	293	1,084
Puritan's Pride | Reportable Business Segments | Adjustments
Segment Information
Income (loss) from operations	(55)		(576)
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	4,790	7,568
Depreciation and amortization	945	892	2,745	2,365
Capital expenditures	$ 1,460	$ 4,388	3,131	$ 11,977
Vitamin World | Reportable Business Segments | Adjustments
Segment Information
Income (loss) from operations			$ (2,529)
Vitamin World | Reportable Business Segments | Vitamin World
Segment Information
Number of stores | store	386		386

XML

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		856,934
Deferred income taxes	25,651		26,242
Other current assets	50,401		64,761
Total current assets	1,360,325		1,263,126
Property, plant and equipment, net	608,027		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	4,853,461		4,823,409
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	691,809		707,962
Other liabilities	44,269		53,386
Total liabilities	$ 3,383,343		$ 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	(16,436)		(18,431)
Accumulated other comprehensive loss	(76,519)	$ (111,243)	(29,203)	$ 11,502	$ (324)	$ (13,582)
Total stockholder's equity	1,470,118		1,513,380
Total liabilities and stockholder's equity	$ 4,853,461		$ 4,823,409

XML

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

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income	$ 80,393	$ 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	64,339	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	5,590	3,681
Deferred income taxes	(13,710)	(4,184)
Changes in operating assets and liabilities:
Accounts receivable	(20,340)	(13,107)
Inventories	15,267	(130,953)
Other assets	11,868	(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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Restatement of Previously Issued Consolidated Financial Statements (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Cash Flows
Net income	$ 33,878	$ 33,267	$ 80,393	$ 96,988
Depreciation of property, plant and equipment			64,339	44,076
Inventory reserves			5,590	3,681
Deferred income taxes			(13,710)	(4,184)
Inventories			15,267	(130,953)
Other assets			11,868	$ (1,033)
As Reported
Consolidated Statements of Cash Flows
Net income	$ 37,262		88,708
Depreciation of property, plant and equipment			57,800
Inventory reserves			8,485
Deferred income taxes			(8,527)
Inventories			8,665
Other assets			$ 8,616

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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 6 "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

        See Note 14 for a revision that was made to the Condensed Consolidating Financial Statements of Guarantors.

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Basis of Presentation (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Accounts receivable reserves
Total accounts receivable reserves	$ 120,104	$ 101,741
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	99,072	83,768
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	18,235	15,409
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	$ 2,797	$ 2,564

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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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Restatement of Previously Issued Consolidated Financial Statements

9 Months Ended

Jun. 30, 2015

Restatement of Previously Issued Consolidated Financial Statements

Restatement of Previously Issued Consolidated Financial Statements

1. Restatement of Previously Issued Consolidated Financial Statements

        On November 10, 2015, the Audit Committee of the Board of Directors of the Company concluded, in consultation with management that the Company's previously issued consolidated financial statements for the fiscal periods ended June 30, 2015 as contained in the Company's Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, as filed on August 5, 2015 (the "Original Filing") should be restated due to the effect of the errors described below.

        During the preparation of the annual consolidated financial statements for the fiscal year ended September 30, 2015 ("fiscal 2015") the Company discovered a financial statement error attributable to the accounting for the accelerated depreciation of assets being sold in conjunction with the closure of its nutritional bar manufacturing plant. More specifically, the Company determined that accelerated depreciation had been understated for the three and nine months ended June 30, 2015 by $4,904 and $6,539, respectively.

        Additionally, in prior interim periods during fiscal 2015 the Company had recorded and disclosed out-of-period adjustments that the Company concluded at the time of recording of those adjustments, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements. These adjustments included the following:

•           As disclosed in the Original Filing, during the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,708. This immaterial adjustment is a result of the Company correcting its policy of expensing all labels upon receipt. Accordingly on-hand labels are now recorded as a part of ending inventory on the consolidated balance sheet.

•           As disclosed in the Original Filing, during the second and third quarter of fiscal 2015, the Company recorded an out-of-period adjustment to selling, general and administrative expenses and cost of sales and prepaid rent totaling $3,252. This immaterial adjustment is a result of the Company correcting its policy of expensing rent, primarily at certain retail locations, at the payment date. Accordingly prepaid rent is now recorded on the consolidated balance sheet and amortized during the period of use.

        In evaluating the materiality of these errors, both individually and in the aggregate, the Company considered both qualitative and quantitative factors relevant to that assessment. In doing so, the Company concluded that the aggregate impact of these errors resulted in a material misstatement of its consolidated financial statements for the three and nine months ended June 30, 2015. Accordingly, those consolidated financial statements are being restated to record the additional accelerated depreciation as well as to correct for the out-of-period adjustments noted above. Additionally, to correct for the out-of-period adjustments discussed above the Company has also revised its consolidated balance sheet as of September 30, 2014. The Company concluded that such previously disclosed out-of-period adjustments are immaterial on an individual basis and, as a result, would not require the Company to restate its previously issued consolidated financial statements for the quarter ended December 31, 2014 and the fiscal quarter and six months ended March 31, 2015; however, in future filings the Company will also revise its consolidated financial statements for the interim periods ended December 31, 2014 and March 31, 2015 for these immaterial adjustments. In addition, the previously disclosed out-of-period adjustments for which the Company has restated had no effect on the cash position of the Company for any period, did not impact any covenants under its debt agreements and did not require a change to the financial statements for interim or annual periods for the fiscal year ended September 30, 2014 or any prior period, other than balance sheet revisions, as the income statement impact for all previously reported periods is de minimis for the previously disclosed out-of-period adjustments described above.

        The amounts previously reported as compared to the restated amounts, are provided below:

	As of June 30, 2015						As of September 30, 2014
	As Reported			As Restated			As Reported			As Revised
Consolidated Balance Sheets
Current Assets
Inventories	$	809,050		$	809,050		$	853,226		$	856,934
Deferred income taxes	$	26,900		$	25,651		$	28,915		$	26,242
Other current assets	$	50,401		$	50,401		$	61,509		$	64,761
Total current assets	$	1,361,574		$	1,360,325		$	1,258,839		$	1,263,126
Property, plant and equipment, net	$	614,566		$	608,027		$	597,202		$	597,202
Total assets	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409
Liabilities and Stockholders' Equity
Deferred income taxes	$	695,569		$	691,809		$	707,962		$	707,962
Total liabilities	$	3,387,103		$	3,383,343		$	3,310,029		$	3,310,029
Accumulated deficit	$	(12,408	)	$	(16,436	)	$	(22,718	)	$	(18,431	)
Total stockholders' equity	$	1,474,146		$	1,470,118		$	1,509,093		$	1,513,380
Total liabilities and stockholders' equity	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409

	Three months ended June 30, 2015				Nine months ended June 30, 2015
	As Reported		As Restated		As Reported		As Restated
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales	$	429,948	$	430,538	$	1,313,992	$	1,318,289
Selling, general and administrative	$	246,895	$	246,895	$	720,042	$	722,704
Facility restructuring charges	$	9,533	$	14,437	$	14,435	$	20,974
Total costs and expenses	$	732,225	$	737,719	$	2,199,718	$	2,213,216
Income from operations	$	83,385	$	77,891	$	229,539	$	216,041
Income from operations before income taxes	$	52,919	$	47,425	$	133,070	$	119,572
Provision for income taxes	$	15,657	$	13,547	$	44,362	$	39,179
Net income	$	37,262	$	33,878	$	88,708	$	80,393
Comprehensive income (loss)	$	71,986	$	68,602	$	41,392	$	33,077

	Nine months ended June 30, 2015
	As Reported			As Restated
Consolidated Statement of Cash flows
Net income	$	88,708		$	80,393
Depreciation of property, plant and equipment	$	57,800		$	64,339
Inventory reserves	$	8,485		$	5,590
Deferred income taxes	$	(8,527	)	$	(13,710	)
Inventories	$	8,665		$	15,267
Other assets	$	8,616		$	11,868

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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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Business and Credit Concentration

9 Months Ended

Jun. 30, 2015

Business and Credit Concentration

Business and Credit Concentration

11. Business and Credit Concentration

Financial Instruments

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

Customers

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

        The following customers accounted for the following percentages of 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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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/A
Document Period End Date	Jun. 30, 2015
Amendment Flag	true
Amendment Description	NBTY, Inc. (the "Company") is filing this amendment No. 1 on Form 10-Q/A (this "Amendment") to amend its Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, as filed on August 5, 2015 (the "Original Filing"), to restate its consolidated financial statements as of and for the fiscal quarter and year-to-date period ended June 30, 2015 and its Evaluation of Disclosure Controls and Procedures as of June 30, 2015, as well as to revise its consolidated balance sheet as of September 30, 2014. On November 10, 2015, the Audit Committee of the Board of Directors of the Company concluded, in consultation with management that the Company's previously issued consolidated financial statements for the fiscal periods ended June 30, 2015 as contained in the Original Filing should no longer be relied upon and should be restated due to the effect of the errors described below. During the preparation of the annual consolidated financial statements for the fiscal year ended September 30, 2015 ("fiscal 2015"), the Company discovered a financial statement error attributable to the accounting for the accelerated depreciation of assets being sold in conjunction with the closure of its nutritional bar manufacturing plant. More specifically, the Company determined that accelerated depreciation had been understated for the three and nine months ended June 30, 2015 by $4,904 and $6,539, respectively. Additionally, in prior interim periods during the fiscal 2015 the Company had recorded and disclosed out-of-period adjustments that the Company concluded at the time of recording of those adjustments, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements. These adjustments included the following: • As disclosed in the Original Filing, during the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,708. This immaterial adjustment is a result of the Company correcting its policy of expensing all labels upon receipt. Accordingly, on-hand labels are now recorded as a part of ending inventory on the consolidated balance sheet. • As disclosed in the Original Filing, during the second and third quarter of fiscal 2015, the Company recorded an out-of-period adjustment to selling, general and administrative expenses and cost of sales and prepaid rent totaling $3,252. This immaterial adjustment is a result of the Company correcting its policy of expensing rent, primarily at certain retail locations, at the payment date. Accordingly, prepaid rent is now recorded on the consolidated balance sheet and amortized during the period of use. In evaluating the materiality of these errors, both individually and in the aggregate, the Company considered both qualitative and quantitative factors relevant to that assessment. In doing so, the Company concluded that the aggregate impact of these errors resulted in a material misstatement of its consolidated financial statements for the three and nine months ended June 30, 2015. Accordingly, those consolidated financial statements are being restated to record the additional accelerated depreciation as well as to correct for the out-of-period adjustments noted above. Additionally, to correct for the out-of-period adjustments discussed above the Company has also revised its consolidated balance sheet as of September 30, 2014 as included within the consolidated financial statements in this Amendment. The Company concluded that such previously disclosed out-of-period adjustments are immaterial on an individual basis and, as a result, would not require the Company to restate its previously issued consolidated financial statements for the fiscal quarter ended December 31, 2014 and the fiscal quarter and six months ended March 31, 2015; however, in future filings the Company will also revise its consolidated financial statements for the interim periods ended December 31, 2014 and March 31, 2015 for these immaterial adjustments. In addition, the previously disclosed out-of-period adjustments for which the Company has restated had no effect on the cash position of the Company for any period, did not impact any covenants under its debt agreements and did not require a change to the consolidated financial statements for interim or annual periods for the fiscal year ended September 30, 2014 or any prior period, other than balance sheet revisions, as the income statement impact for all previously reported periods is de minimis for the previously disclosed out-of-period adjustments described above. Refer to Note 1, Restatement of Financial Statements Previously Issued Financial Statements, in the Notes to the Consolidated Financial Statements set forth in this Amendment for further information relating to this restatement. This amended Quarterly Report on Form 10-Q/A sets forth the Original Filing in its entirety; however, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this amended Quarterly Report on Form 10-Q/A amends and restates the Original Filing only with respect to matters affected by the restatement. The following items in the Original Filing have been amended as a result of this restatement: Part I, Item 1. Financial Statements Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 4. Controls and Procedures Part II, Item 1A. Risk Factors Part II, Item 6. Exhibits (with respect to Exhibits 31 and 32) The Company's Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection with this amended Quarterly Report on Form 10-Q/A and various exhibits related to XBRL. These certifications are filed as Exhibits 31 and 32 to this Amendment. This amended Quarterly Report on Form 10-Q/A does not modify or update other disclosures presented in the Original Filing, including the exhibits to the Original Filing, except as identified above. As such, except for the items identified above, this amended Quarterly Report on Form 10-Q/A speaks as of August 5, 2015, the original filing date, and any forward-looking statements represent management's views as of that date and should be not be assumed to be accurate as of any date thereafter. This amended Quarterly Report on Form 10-Q/A should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to August 5, 2015.
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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Related Party Transactions

9 Months Ended

Jun. 30, 2015

Related Party Transactions

Related Party Transactions

12. 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 6 Long-Term Debt for further information.

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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 3)	430,538	431,204	1,318,289	1,304,003
Advertising, promotion and catalog	45,849	60,931	151,249	158,236
Selling, general and administrative	246,895	235,538	722,704	707,115
Facility restructuring charges (See Note 3)	14,437		20,974
Total costs and expenses	737,719	727,673	2,213,216	2,169,354
Income from operations	77,891	79,288	216,041	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	47,425	48,028	119,572	143,849
Provision for income taxes	13,547	14,761	39,179	46,861
Net Income	33,878	33,267	80,393	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	$ 68,602	$ 45,093	$ 33,077	$ 122,072

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Long-Term Debt

9 Months Ended

Jun. 30, 2015

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

        As a result of adopting the new guidance related to the presentation of debt issuance costs (see Note 2), 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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Goodwill and Intangible Assets

9 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

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

	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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Restatement of Previously Issued Consolidated Financial Statements (Tables)

9 Months Ended

Jun. 30, 2015

Restatement of Previously Issued Consolidated Financial Statements

Schedule of corrections of the misstatement on the Company's consolidated balance sheets, consolidated statements of income and comprehensive income (loss) and consolidated statement of cash flows

	As of June 30, 2015						As of September 30, 2014
	As Reported			As Restated			As Reported			As Revised
Consolidated Balance Sheets
Current Assets
Inventories	$	809,050		$	809,050		$	853,226		$	856,934
Deferred income taxes	$	26,900		$	25,651		$	28,915		$	26,242
Other current assets	$	50,401		$	50,401		$	61,509		$	64,761
Total current assets	$	1,361,574		$	1,360,325		$	1,258,839		$	1,263,126
Property, plant and equipment, net	$	614,566		$	608,027		$	597,202		$	597,202
Total assets	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409
Liabilities and Stockholders' Equity
Deferred income taxes	$	695,569		$	691,809		$	707,962		$	707,962
Total liabilities	$	3,387,103		$	3,383,343		$	3,310,029		$	3,310,029
Accumulated deficit	$	(12,408	)	$	(16,436	)	$	(22,718	)	$	(18,431	)
Total stockholders' equity	$	1,474,146		$	1,470,118		$	1,509,093		$	1,513,380
Total liabilities and stockholders' equity	$	4,861,249		$	4,853,461		$	4,819,122		$	4,823,409

	Three months ended June 30, 2015				Nine months ended June 30, 2015
	As Reported		As Restated		As Reported		As Restated
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales	$	429,948	$	430,538	$	1,313,992	$	1,318,289
Selling, general and administrative	$	246,895	$	246,895	$	720,042	$	722,704
Facility restructuring charges	$	9,533	$	14,437	$	14,435	$	20,974
Total costs and expenses	$	732,225	$	737,719	$	2,199,718	$	2,213,216
Income from operations	$	83,385	$	77,891	$	229,539	$	216,041
Income from operations before income taxes	$	52,919	$	47,425	$	133,070	$	119,572
Provision for income taxes	$	15,657	$	13,547	$	44,362	$	39,179
Net income	$	37,262	$	33,878	$	88,708	$	80,393
Comprehensive income (loss)	$	71,986	$	68,602	$	41,392	$	33,077

	Nine months ended June 30, 2015
	As Reported			As Restated
Consolidated Statement of Cash flows
Net income	$	88,708		$	80,393
Depreciation of property, plant and equipment	$	57,800		$	64,339
Inventory reserves	$	8,485		$	5,590
Deferred income taxes	$	(8,527	)	$	(13,710	)
Inventories	$	8,665		$	15,267
Other assets	$	8,616		$	11,868

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Segment Information

9 Months Ended

Jun. 30, 2015

Segment Information

Segment Information

13. Segment Information

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

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

•           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(As restated):
Net sales	$	476,452	$	225,428	$	62,467	$	51,263	$	815,610	$	—		$	815,610
Income (loss) from operations		61,363		45,890		6,630		1,395		115,278		(37,387	)		77,891
Depreciation and amortization		8,993		5,848		2,838		945		18,624		20,402			39,026
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(As restated):
Net sales	$	1,425,918	$	655,831	$	188,984	$	158,524	$	2,429,257	$	—		$	2,429,257
Income (loss) from operations		147,828		138,287		19,159		4,790		310,064		(94,023	)		216,041
Depreciation and amortization		27,021		16,005		8,508		2,745		54,279		44,180			98,459
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

        The three months ended June 30, 2015 was restated to reflect the corrections described in Note 1. This restatement resulted in the reduction of Income (loss) from operations for the above columns as follows: $534 for Consumer Products Group, $55 for Puritan's Pride, $589 for Total, $4,905 for Corporate / Manufacturing and $5,494 for Consolidated.

        The nine months ended June 30, 2015 was restated to reflect the corrections described in Note 1. This restatement resulted in the reduction of Income (loss) from operations for the above columns as follows: $3,743 for Consumer Products Group, $576 for Puritan's Pride, $2,529 for Vitamin World, $6,893 for Total, $6,659 for Corporate / Manufacturing and $13,498 for Consolidated.

        Total assets by segment are as follows:

	June 30, 2015		September 30, 2014
	(As Restated)		(As Revised)
Reportable Business Segments:
Consumer Products Group	$	2,468,588	$	2,504,402
Holland & Barrett International		992,960		948,010
Puritan's Pride		511,283		513,218
Vitamin World		111,257		109,962
Total Reportable Business Segments:		4,084,088		4,075,592
Corporate / Manufacturing		769,373		747,817
Consolidated assets	$	4,853,461	$	4,823,409

        Assets by segment as of September 30, 2014 were revised to reflect the correction of the Company's policy with respect to its labels inventory and prepaid rent (as described in Note 1). This revision resulted in an increase in assets as follows: $3,743 for Consumer Products Group segment; $576 Puritan's Pride segment and $2,520 for Vitamin World segment, partially offset by a decrease of $2,552 for Corporate / Manufacturing.

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Income Taxes

9 Months Ended

Jun. 30, 2015

Income Taxes

Income Taxes

9. Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 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 28.6% and 30.7%, respectively. The effective income tax rate for the nine months ended June 30, 2015 and 2014 was 32.8% 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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Fair Value of Financial Instruments

9 Months Ended

Jun. 30, 2015

Fair Value of Financial Instruments

Fair Value of Financial Instruments

7. 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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Litigation Summary

9 Months Ended

Jun. 30, 2015

Litigation Summary

Litigation Summary

8. 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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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss).

Accumulated Other Comprehensive Income (Loss)

10. Accumulated Other Comprehensive Income (Loss)

        Additions to and reclassifications out of accumulated other comprehensive income (loss) attributable to the Company 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 7, Fair Value of Financial Instruments.

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Restatement of Previously Issued Consolidated Financial Statements (Details 2) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Accelerated depreciation charges					$ 64,339	$ 44,076
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales	$ 430,538		$ 431,204		1,318,289	1,304,003
Selling, general and administrative	246,895		235,538		722,704	707,115
Facility restructuring charges	14,437				20,974
Total costs and expenses	737,719		727,673		2,213,216	2,169,354
Income from operations	77,891		79,288		216,041	243,738
Income from operations before income taxes	47,425		48,028		119,572	143,849
Provision for income taxes	13,547		14,761		39,179	46,861
Net income	33,878		33,267		80,393	96,988
Comprehensive income (loss)	68,602		$ 45,093		33,077	$ 122,072
Adjustments
Accelerated depreciation charges	4,904				6,539
Adjustment to cost of sales and label inventory		$ 3,708
Out-of-period adjustment to selling, general and administrative expenses and cost of sales and prepaid rent				$ 3,252
Consolidated Statements of Income and Comprehensive Income (Loss)
Income from operations	(5,494)				(13,498)
As Reported
Accelerated depreciation charges					57,800
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales	429,948				1,313,992
Selling, general and administrative	246,895				720,042
Facility restructuring charges	9,533				14,435
Total costs and expenses	732,225				2,199,718
Income from operations	83,385				229,539
Income from operations before income taxes	52,919				133,070
Provision for income taxes	15,657				44,362
Net income	37,262				88,708
Comprehensive income (loss)	$ 71,986				$ 41,392

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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%

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Subsequent Events

9 Months Ended

Jun. 30, 2015

Subsequent Events

Subsequent Events

15. 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.

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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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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)	28.60%	30.70%	32.80%	32.60%
Accrued interest	$ 679		$ 679
Accrued penalties	$ 174		$ 174

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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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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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Inventories

9 Months Ended

Jun. 30, 2015

Inventories

Inventories

4. Inventories

        The components of inventories are as follows:

	June 30, 2015		September 30, 2014
			(As Revised)
Raw materials	$	177,892	$	221,405
Work-in-process		21,995		20,898
Finished goods		609,163		614,631
Total	$	809,050	$	856,934

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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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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	%

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Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Inventories
Raw materials	$ 177,892	$ 221,405
Work-in-process	21,995	20,898
Finished goods	609,163	614,631
Total inventories	$ 809,050	$ 856,934

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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

14. Condensed Consolidating Financial Statements of Guarantors

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

1.	Condensed consolidating financial statements as of June 30, 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
(as restated)

	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		—			24,957			694			—			25,651
Other current assets		876			17,025			32,500			—			50,401
Total current assets		158,051			786,228			448,541			(32,495	)		1,360,325
Property, plant and equipment, net		118,197			276,617			213,213			—			608,027
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		2,146,166			152,944			—			(2,299,110	)		—
Total assets	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461
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			582,356			99,164			—			691,809
Other liabilities		4,740			14,789			24,740			—			44,269
Total liabilities		3,421,882			3,116,630			637,931			(3,793,100	)		3,383,343
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		(16,436	)		135,409			92,293			(227,702	)		(16,436	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)
Total stockholder's equity		1,470,118			1,527,859			771,251			(2,299,110	)		1,470,118
Total liabilities and stockholder's equity	$	4,892,000		$	4,644,489		$	1,409,182		$	(6,092,210	)	$	4,853,461

Condensed Consolidating Balance Sheet
As of September 30, 2014
(as revised)

	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		—			654,192			202,742			—			856,934
Deferred income taxes		—			24,329			1,913			—			26,242
Other current assets		2,618			21,300			40,843			—			64,761
Total current assets		110,593			831,321			383,739			(62,527	)		1,263,126
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		2,100,050			148,921			—			(2,248,971	)		—
Total assets	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409
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		(18,431	)		93,552			24,570			(118,122	)		(18,431	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)
Total stockholder's equity		1,513,380			1,504,981			743,990			(2,248,971	)		1,513,380
Total liabilities and stockholder's equity	$	4,744,408		$	4,519,153		$	1,370,882		$	(5,811,034	)	$	4,823,409

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

	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		—			314,157			132,015			(15,634	)		430,538
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)		—			14,437			—			—			14,437
		27,876			474,396			251,081			(15,634	)		737,719
Income (loss) from operations		(27,876	)		54,192			51,575			—			77,891
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	)		22,381			47,534			—			47,425
Provision (benefit) for income taxes		(5,212	)		8,064			10,695			—			13,547
Equity in income of subsidiaries		51,156			6,303			—			(57,459	)		—
Net income (loss)		33,878			20,620			36,839			(57,459	)		33,878
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	$	68,602		$	27,623		$	73,428		$	(101,051	)	$	68,602

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
(as restated)

	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		—			981,006			386,706			(49,423	)		1,318,289
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			343,347			301,323			—			722,704
Facility restructuring charges (see Note 2)		—			20,974			—						20,974
		78,034			1,455,335			729,270			(49,423	)		2,213,216
Income (loss) from operations		(78,034	)		148,075			146,000			—			216,041
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	)		48,478			135,341			—			119,572
Provision (benefit) for income taxes		(8,711	)		17,438			30,452			—			39,179
Equity in income of subsidiaries		135,929			19,607			—			(155,536	)		—
Net income (loss)		80,393			50,647			104,889			(155,536	)		80,393
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	$	33,077		$	44,575		$	57,427		$	(102,002	)	$	33,077

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
(as restated)

	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