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 December 31, 2015
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission File Number: 333-186802

NBTY, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 11-2228617
(I.R.S. Employer
Identification No.)

2100 Smithtown Avenue,
Ronkonkoma, New York 11779
(Address of principal executive offices) (Zip Code)

(631) 200-2000
(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES o    NO ý

        Note: The registrant was subject to the reporting requirements of Section 15(d) of the Exchange Act from June 16, 2011 through September 30, 2011. As of October 1, 2011, the registrant is a voluntary filer not subject to these filing requirements. However, the registrant has filed all reports required pursuant to Section 13 or 15(d) as if the registrant was subject to such filing requirements since June 16, 2011.

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý    NO o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o    NO ý

        As of February 8, 2016, 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)		4
	Consolidated Balance Sheets		4
	Consolidated Statements of Operations and Comprehensive (Loss) Income		5
	Consolidated Statements of Cash Flows		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		55
Item 4.	Controls and Procedures		56
PART II
Item 1.	Legal Proceedings		58
Item 1A.	Risk Factors		60
Item 6.	Exhibits		61
Signatures			62
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 three month period ended December 31, 2015, as filed on February 9, 2016 (the "Original Filing"), to revise its consolidated financial statements.

        During the second quarter of 2016, the Company identified the following errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements:

•

In accounting for deferred taxes related to certain of the Company's long-lived assets recorded in connection with the acquisition of the Company by Carlyle, inclusive of intangible assets and property, plant and equipment, the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Accordingly, the Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss) and Statements of Stockholders' Equity have been revised, as applicable, to reflect these changes. The impact of these errors for fiscal periods prior to 2013 but subsequent to the acquisition of the Company by Carlyle was recorded as an adjustment to Shareholder's Equity as of September 30, 2012.

•

In accounting for the acquisition of the Company by Carlyle, the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill resulting in an overstatement of its long-term deferred tax liabilities and goodwill in the amount of $13,930. The Consolidated Balance Sheets have been revised to reflect this change.

        The correction of these errors had no impact on the total captions as reported in the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

Refer to Note 1, Basis of Presentation, in the Notes to the Consolidated Financial Statements set forth in this Amendment for further information relating to this revision.

        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 revises the Original Filing only with respect to matters affected by the revision. The following items in the Original Filing have been amended as a result of this revision:

•

Part I, Item 1. Financial Statements

•

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

•

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 is as of February 9, 2016, 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 February 9, 2016.

3

PART I
Item 1. Financial Statements

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

	December 31, 2015			September 30, 2015
Assets
Current assets:
Cash and cash equivalents	$	204,925		$	303,350
Accounts receivable, net		189,224			198,693
Inventories		855,193			844,223
Deferred income taxes		56,425			56,194
Other current assets		74,392			59,831
Total current assets		1,380,159			1,462,291
Property, plant and equipment, net		573,826			605,708
Goodwill		1,186,571			1,104,090
Intangible assets, net		1,714,112			1,664,538
Other assets		32,729			17,852
Total assets	$	4,887,397		$	4,854,479
Liabilities and Stockholder's Equity
Current liabilities:
Current portion long-term debt	$	59,814		$	34,496
Accounts payable		311,138			282,479
Accrued expenses and other current liabilities		199,145			249,561
Total current liabilities		570,097			566,536
Long-term debt, net of current portion		2,085,689			2,129,158
Deferred income taxes		677,966			663,023
Other liabilities		41,179			39,275
Total liabilities		3,374,931			3,397,992
Redeemable non-controlling interest		103,511			—
Commitments and contingencies
Shareholder's equity:
Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding at September 30, 2014 and 2013		—			—
Capital in excess of par		1,529,906			1,542,584
Retained earnings		—			16,682
Accumulated other comprehensive loss		(120,951	)		(102,779	)
Total shareholder's equity		1,408,955			1,456,487
Total liabilities and shareholder's equity	$	4,887,397		$	4,854,479

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

4

NBTY, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive (Loss) Income

(Unaudited)

(Dollars and shares in thousands, except per share amounts)

	Three Months Ended December 31,
	2015			2014
Net sales	$	801,990		$	825,771
Costs and expenses:
Cost of sales (See Note 3)		443,144			448,887
Advertising, promotion and catalog		46,463			46,894
Selling, general and administrative		253,192			238,172
Impairment of Vitamin World assets (See Note 7 and 14)		11,656			—
Facility restructuring charges (See Note 3)		5,494			—
Total costs and expenses		759,949			733,953
Income from operations		42,041			91,818
Other income (expense):
Interest		(34,336	)		(34,747	)
Miscellaneous, net		(1,962	)		(1,355	)
Total other expense		(36,298	)		(36,102	)
Income from operations before income taxes		5,743			55,716
Provision (benefit) for income taxes		(2,735	)		19,809
Net income		8,478			35,907
Net loss attributable to noncontrolling interests		(139	)		—
Net income attributable to NBTY, Inc.	$	8,617		$	35,907
Net income	$	8,478		$	35,907
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively		(18,746	)		(26,830	)
Change in fair value of interest rate swaps, net of taxes of $0 and $(442), respectively		—			721
Total other comprehensive loss, net of tax:		(18,746	)		(26,109	)
Comprehensive (loss) income		(10,268	)		9,798
Less: Net loss attributable to non-controlling interest		(139	)		—
Less: Foreign currency translation adjustment attributable to non-controlling interest		(574	)		—
Comprehensive loss attributable to non-controlling interest		(713	)		—
Comprehensive (loss) income attributable to NBTY, Inc.	$	(9,555	)	$	9,798

5

NBTY, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Three Months Ended December 31,
	2015			2014
Cash flows from operating activities:
Net income	$	8,478		$	35,907
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets		12,912			659
Depreciation of property, plant and equipment		20,208			16,707
Amortization of intangible assets		11,644			11,358
Foreign currency transaction gain		(1,359	)		(87	)
Amortization and write-off of deferred financing fees		5,744			5,071
Stock-based compensation		773			732
Allowance for doubtful accounts		41			35
Inventory reserves		10,606			5,369
Deferred income taxes		819			(256	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		24,702			(12,105	)
Inventories		10,024			41,311
Other assets		(10,953	)		6,229
Accounts payable		27,527			38,953
Accrued expenses and other liabilities		(56,537	)		(16,813	)
Net cash provided by operating activities		64,629			133,070
Cash flows from investing activities:
Purchase of property, plant and equipment		(40,038	)		(19,090	)
Proceeds from sale of bar assets		7,910			193
Proceeds from sale of building and equipment		384			—
Cash paid for acquisitions, net of cash acquired		(45,011	)		—
Net cash used in investing activities		(76,755	)		(18,897	)
Cash flows from financing activities:
Principal payments		(56,941	)		(67	)
Proceeds from issance of debt		6,123			—
Payments for financing fees		—			(611	)
Dividends paid		(38,750	)		(38,750	)
Net cash used in financing activities		(89,568	)		(39,428	)
Effect of exchange rate changes on cash and cash equivalents		3,269			(2,186	)
Net (decrease) increase in cash and cash equivalents		(98,425	)		72,559
Cash and cash equivalents at beginning of period		303,350			139,488
Cash and cash equivalents at end of period	$	204,925		$	212,047
Non-cash investing and financing information:
Property, plant and equipment additions included in total liabilities	$	18,575		$	11,748

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

6

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands)

1. Basis of Presentation

        NBTY, Inc. ("NBTY"), together with its subsidiaries, (the "Company," "we," or "us"), is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality vitamins, minerals, herbs, specialty supplements, and sports/active nutrition products ("VMHS") 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, 2015, including the notes thereto (our "2015 Financial Statements") included in our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2015 ("2015 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 2015 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

Revision to Financial Statements

        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. Accordingly, the Company restated those periods.

        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:

•

During the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,707. 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.

•

During the second and third quarters 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 expensed during the period of use.

        The Company concluded that the aggregate impact of these errors resulted in a material misstatement to its consolidated financial statements for the three and nine months ended June 30, 2015. In connection with the Company's restatement of those interim consolidated financial statements the Company revised its historical financial statements to reflect the impact of the correction of the accounting policies noted above. The impact of correcting these policies was recorded as an adjustment

7

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

to Shareholder's Equity as of September 30, 2012. Therefore, the Consolidated Statements of Shareholder's Equity and the Consolidated Balance Sheet have been revised to reflect this change. There was no change to the previously reported Consolidated Statements of Operations and Comprehensive Income (Loss), for these adjustments as the impact to the Company's results of operations for all previously reported periods was de minimis. Furthermore, there was no change to the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

        During the second quarter of 2016, the Company identified errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements:

•

In accounting for deferred taxes related to certain of the Company's long-lived assets recorded in connection with the acquisition of the Company by Carlyle, inclusive of intangible assets and property, plant and equipment, the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Accordingly, the Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss) and Statements of Stockholders' Equity have been revised, as applicable, to reflect these changes. The impact of these errors for fiscal periods prior to 2013 but subsequent to the acquisition of the Company by Carlyle was recorded as an adjustment to Shareholder's Equity as of September 30, 2012.

•

In accounting for the acquisition of the Company by Carlyle, the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill resulting in an overstatement of its long-term deferred tax liabilities and goodwill in the amount of $13,930. The Consolidated Balance Sheets have been revised to reflect this change.

        The correction of these errors had no impact on the total captions as reported in the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

The aggregate impact of these revisions to correct the previously issued financial statements is follows:

	December 31, 2015									September 30, 2015
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Balance Sheets
Goodwill	$	1,200,501		$	(13,930	)	$	1,186,571		$	1,118,020		$	(13,930	)	$	1,104,090
Total assets	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479
Deferred income taxes	$	723,201		$	(45,235	)	$	677,966		$	701,694		$	(38,671	)	$	663,023
Total liabilities	$	3,420,166		$	(45,235	)	$	3,374,931		$	3,436,663		$	(38,671	)	$	3,397,992
Capital in excess of par	$	1,507,408		$	22,498		$	1,529,906		$	1,542,584		$	—		$	1,542,584
Retained earnings	$	—		$	—		$	—		$	(1,136	)	$	17,818		$	16,682
Accumulated other comprehensive loss	$	(129,758	)	$	8,807		$	(120,951	)	$	(109,702	)	$	6,923		$	(102,779	)
Total shareholder's equity	$	1,377,650		$	31,305		$	1,408,955		$	1,431,746		$	24,741		$	1,456,487
Total liabilities and shareholder's equity	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479

8

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	$	443,144		$	—		$	443,144		$	445,180		$	3,707		$	448,887
Total costs and expenses	$	759,949		$	—		$	759,949		$	730,246		$	3,707		$	733,953
Income from operations	$	42,041		$	—		$	42,041		$	95,525		$	(3,707	)	$	91,818
Income from operations before income taxes	$	5,743		$	—		$	5,743		$	59,423		$	(3,707	)	$	55,716
(Benefit) provision for income taxes	$	1,945		$	(4,680	)	$	(2,735	)	$	21,232		$	(1,423	)	$	19,809
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Net (loss) income attributable to NBTY, Inc.	$	3,937		$	4,680		$	8,617		$	38,191		$	(2,284	)	$	35,907
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	$	(20,630	)	$	1,884		$	(18,746	)	$	(30,307	)	$	3,477		$	(26,830	)
Total other comprehensive loss, net of tax:	$	(20,630	)	$	1,884		$	(18,746	)	$	(29,586	)	$	3,477		$	(26,109	)
Comprehensive loss	$	(16,832	)	$	6,564		$	(10,268	)	$	8,606		$	1,192		$	9,798
Comprehensive loss attributable to NBTY, Inc.	$	(16,119	)	$	6,564		$	(9,555	)	$	8,606		$	1,192		$	9,798

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statement of Cash Flows
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Inventories	$	10,024		$	—		$	10,024		$	37,604		$	3,707		$	41,311
Deferred income taxes	$	5,499		$	(4,680	)	$	819		$	(256	)	$	—		$	(256	)
Net cash provided by operating activities	$	64,629		$	—		$	64,629		$	133,070		$	—		$	133,070
Accrued expenses and other liabilities	$	(56,537	)	$	—		$	(56,537	)	$	(15,390	)	$	(1,423	)		(16,813	)

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

9

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

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; income taxes, and accruals for the outcome of current litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2015		September 30, 2015
Promotional program incentive allowances	$	102,758	$	84,088
Allowance for sales returns		18,282		17,080
Allowance for doubtful accounts		2,632		2,600
Other accounts receivable allowances		3,516		3,091
	$	127,188	$	106,859

Redeemable non-controlling interest

        In December 2015, we acquired a controlling interest in Dr. Organic Limited ("Dr. Organic"). The Company assessed the terms of the redemption features related to the non-controlling interest ("NCI") and concluded that based on the nature of those features the NCI should be accounted for as redeemable non-controlling interest. Accordingly, the NCI is classified outside of stockholders' equity in the Consolidated Balance Sheets as temporary equity under the caption, Redeemable non-controlling interest. The Company measures the NCI at its redemption value at the end of each period and if the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value.

        Net income attributable to the NCI reflects the portion of the net income (loss) of the consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company.

10

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

1. Basis of Presentation (Continued)

        The changes in the temporary equity attributable to the redeemable NCI for the three months ended December 31, 2015 are as follows:

	Equity attributable to redeemable non-controlling interest
Balance at September 30, 2015	$	—
Issuance of non-controlling interest—Doctor Organic Limited		104,224
Net loss attributable to non-controlling interests		(139	)
Other comprehensive loss		(574	)
Balance at December 31, 2015	$	103,511

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 would have been 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 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 October 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.

        In November 2015, the Financial Accounting Standards Board issued guidance which requires all deferred tax assets and liabilities to be presented in the balance sheet as noncurrent. This guidance is effective for us on October 1, 2017. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis and will not have a material impact on our Consolidated Balance Sheets.

11

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

2. Acquisition of Dr. Organic

        In December 2015, NBTY (2015) Limited ("NBTY (2015)"), a private limited company incorporated in England and Wales and an indirect subsidiary of Alphabet Holding Company, Inc. ("Holdings"), our parent company, and Holland & Barrett Group Limited ("H&B"), a company incorporated in England and Wales and an indirect subsidiary of Holdings, completed the purchase Dr. Organic, pursuant to which NBTY (2015) acquired all of the ordinary shares of Dr. Organic, a manufacturer, marketer and distributor of a broad line of naturally-inspired personal care products.

        The purchase price for the ordinary shares of Dr. Organic was £53,384 (approximately $80,519), paid in (i) cash of £33,384 (approximately $50,353) (the "cash consideration"), (ii) loan notes in an aggregate principal amount of £20,000 (approximately $30,166) (the "completion loan notes") issued by NBTY (2015) to the sellers, which mature 18 months after issuance and are redeemable at any time after six months at the option of the holders, (iii) 399,000 class B ordinary shares, par value £0.01 (the "rollover shares"), issued by NBTY (2015) to the sellers and (iv) 222,000 class C ordinary shares, par value £0.01, issued by NBTY (2015) to certain of the sellers at a premium of £0.04 each (which will be redeemed by NBTY (2015) for £0.05 18 months after issuance). Holders of the rollover shares may require us to repurchase them for an amount based on the future earnings of Dr. Organic and its subsidiaries (the "repurchase amount"), which amount is payable, at the election of holders, in cash or through the issuance of loan notes by NBTY (2015) with terms similar to the completion loan notes. To the extent the holders do not exercise their put right, we will have the right to call the rollover shares at the repurchase amount. The put is exercisable for thirty days commencing in January 2019 and the call is exercisable thirty days after the expiration of the put for a period of thirty days.

        The following allocation of the purchase price is preliminary and based on information available to the Company's management at the time the consolidated financial statements were prepared.

12

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

2. Acquisition of Dr. Organic (Continued)

Accordingly, the allocation is subject to change and the impact of such changes could be material. The allocation of the purchase price is as follows:

Fair value of consideration:
Cash	$	50,353
Completion loan notes at fair value		28,931
Redeemable non-controlling interest		104,224
Less:
Settlement of payables due to Dr. Organic		(6,032	)
Cash and cash equivalents acquired		(5,342	)
	$	172,134
Allocated to:
Assets:
Accounts receivable	$	7,922
Inventories		22,474
Other current assets		2,045
Property, plant, and equipment		276
Intangibles assets		70,438
Liabilities:
Accounts payable		(7,175	)
Accrued expenses and other current liabilities		(3,059	)
Deferred income taxes		(15,186	)
Net assets acquired		77,735
Goodwill	$	94,399

        The fair values of the net assets acquired were determined using discounted cash flow analyses and estimates made by management. The purchase price was allocated to intangible assets as follows: $94,399 to goodwill, which is non-amortizable and is not deductible for income tax purposes, approximately $46,000 to tradenames, which are amortizable over 10-15 years and approximately $25,000 to customer relationships, which are amortizable over 25 years. Acquisition costs for Dr. Organic amounted to approximately $5,000. The acquisition of Dr. Organic is expected to expand our operations in the Consumer Products Group segment in the distribution of natural personal care products. Additionally, we believe that we can leverage our existing distribution channels of our Consumer Products Group, which is the primary driver behind the excess of the purchase price paid over the fair value of the assets and liabilities acquired. Results since the acquisition to date and pro forma information with respect to Dr. Organic have not been provided as this acquisition was not considered material to our operations.

3. Sale of Nutritional Bar Assets and Powder Facility

        In March 2015, NBTY and Nellson Nutraceutical, LLC ("Nellson") entered into (i) a bar asset purchase agreement, (the "Bar APA") and (ii) a powder asset purchase agreement (the "Powder APA" and, together with the Bar APA, the "APAs"), pursuant to which NBTY agreed to sell certain

13

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

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

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. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $16,722, net of post-closing adjustments.

        A significant portion of the sale of assets pursuant to the Bar APA has already been completed with the remaining portion of the sale expected to be completed by the end of the first half of fiscal 2016. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000, which resulted in accelerated depreciation as noted below. The aggregate sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant to the Bar APA is 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 of December 31, 2015, $7,910 of production assets have been transferred. As of December 31, 2015, the remaining production assets of approximately $4,100 and inventory of $4,700 within the bar plant that are waiting to be transferred are recorded in other current assets, as they are no longer being used for manufacturing operations and are readily available to be sold in their existing condition.

        As a result of these arrangements, we will incur cumulative net charges ranging from $36,000 to $39,000 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 $2,500 and other costs ranging from $7,000 to 10,000, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations are being reflected in Corporate / Manufacturing, with the exception of the write-off of goodwill for which $4,892 and $649 was recorded in the Consumer Products Group and Puritan's Pride segments, respectively.

        Charges related to these divestitures of $5,494 for the three months ended December 31, 2015 were $2,337 for accelerated depreciation and $3,157 of other costs, which primarily relate to inventory write-offs, and are recorded in Facility restructuring charges.

        Cumulative charges since inception of these arrangements totaled $34,987 through December 31, 2015 and include $22,540 for accelerated depreciation, $5,541 for a write off of goodwill associated with the fair value of the business; $2,510 for severance and employee related costs and $6,088 of other costs, which primarily relate to inventory write offs; partially offset by a gain on a transferred contract of $1,692, and are recorded in Facility restructuring charges.

14

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

4. Inventories

        The components of inventories are as follows:

	December 31, 2015		September 30, 2015
Raw materials	$	167,669	$	178,464
Work-in-process		24,065		20,265
Finished goods		663,459		645,494
Total	$	855,193	$	844,223

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, 2015	$	611,678		$	293,381		$	199,031	$	1,104,090
Acquisition of Dr. Organic Limited		94,399			—			—		94,399
Foreign currency translation		(4,747	)		(7,171	)		—		(11,918	)
Balance at December 31, 2015	$	701,330		$	286,210		$	199,031	$	1,186,571

        The previously reported amounts have been revised to correct for the impact of the error with regard to the improper recognition of a deferred tax liability related to carryover tax-deductible goodwill (see Note 2). The correction of this error resulted in a reduction in goodwill from what was previously reported in the amounts of $7,129, $3,086 and $3,715 related to the Consumer Products Group, Holland & Barrett International and Puritan's Pride segments, respectively.

        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:

	December 31, 2015				September 30, 2015
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	930,267	$	204,082	$	907,039	$	194,407	10 - 25
Tradenames and other		210,547		28,609		166,575		27,043	20 - 30
		1,140,814		232,691		1,073,614		221,450
Indefinite lived intangible assets:
Tradenames		805,989		—		812,374		—
Total intangible assets	$	1,946,803	$	232,691	$	1,885,988	$	221,450

15

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

5. Goodwill and Intangible Assets (Continued)

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of operations and comprehensive loss in selling, general and administrative expenses for the three months ended December 31, 2015 and 2014 was $11,644 and $11,358, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $49,000 per year.

6. Long-Term Debt

        The components of long-term debt are as follows:

	December 31, 2015			September 30, 2015
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,450,559		$	1,507,500
Less unamortized debt issuance costs		(26,278	)		(31,046	)
		1,424,281			1,476,454
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(9,484	)		(10,240	)
		640,516			639,760
Long-term obligations under capital lease		46,341			47,440
Completion loan notes (See Note 2)		28,444			—
Other		5,921			—
		2,145,503			2,163,654
Less current portion		(59,814	)		(34,496	)
Total	$	2,085,689		$	2,129,158

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, 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

16

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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. 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.

        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 December 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $6,100, reducing the net availability to $168,900.

        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. An excess cash flow payment of $31,941 was paid in November 2015. Furthermore NBTY made a voluntary prepayment of $25,000 on December 30, 2015. As a result of these two payments, $1,058 of deferred financing costs were written off during the three months ended December 31, 2015. For the fiscal year ending September 30, 2016 we anticipate an excess cash flow payment of approximately $30,000 and have recorded this in Current portion of long-term debt. 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

17

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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 December 31, 2015.

        The senior secured credit facilities provide that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

Holdco Notes

        On October 17, 2012 and December 12, 2013, Holdings issued $550,000 and $450,000, respectively, 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 and were funded by dividends from NBTY. 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 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 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

18

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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.

        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
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

19

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

6. Long-Term Debt (Continued)

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
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 December 31, 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.

•

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

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

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,174	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	14,145

20

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

        The following table summarizes the assets / (liabilities) measured at fair value on a recurring basis at September 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,715	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	6,852

        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. As non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, and is a significant input to the fair value for our cross currency swap contracts, 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 2.0% to 3.0% (2.7% weighted average) as of December 31, 2015 and 6.1% to 11.4% (9.5% weighted average) as of September 30, 2015.

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

	Three Months Ended December 31,
	2015		2014
Beginning balance:	$	4,137	$	(18,630	)
Unrealized gain on cross currency swaps		7,834		11,748
Ending balance:	$	11,971	$	(6,882	)

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.

21

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

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 for the three months ended December 31, 2015 and 2014 was $751 and $1,934, respectively, and is recorded in Miscellaneous, net.

        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 December 31,
	2015				2014
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)		Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	—	$	—	$	(438	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		5,467		—		9,171			—
Total	$	5,467	$	—	$	8,733		$	(1,159	)

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $656,000 as of December 31, 2015.

Completion Loan Notes (See Note 2)

        The face value of the completion loan notes issued in connection with the acquisition of Doctor Organic (see Note 2) is £20,000 (approximately $30,166). These notes were recorded at fair value in our Consolidated Balance Sheet on December 7, 2015, the date of acquisition of Doctor Organic, and as a result their carrying value continues to approximate fair value as of December 31, 2015.

22

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

7. Fair Value of Financial Instruments (Continued)

Term loan B-2

        The face amount of the term loan B-2 is $1,450,559, which approximates fair value based on Level 2 inputs, as this loan accrues interest at a variable interest rate.

Assets Re-measured at Fair Value on a Non-recurring Basis

        In connection with the sale of Vitamin World, the Company performed an impairment analysis with respect to the assets that will be sold, resulting in an impairment of $11,656 relating to the furniture and fixtures at the retail locations. This impairment analysis utilized unobservable inputs primarily with respect to the future cash flows of the Vitamin World business as well as potential cash flows from a sale transaction. (See Note 14).

8. Litigation Summary

Herbal Dietary Supplements

        In February 2015, the State of New York Office of the Attorney General (the "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. On September 9, 2015, the NY AG sent letters to fourteen separate companies, including NBTY, concerning an additional herbal product. NBTY has fully cooperated with the NY AG; however until these investigations are concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY.

        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"). 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 investigation and related litigation or the amount of liability, if any, on the part of NBTY.

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

23

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. Litigation Summary (Continued)

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 the 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. The court issued a preliminary approved order on February 1, 2016 preliminarily approving the settlement. 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").

24

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

8. Litigation Summary (Continued)

        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, the plaintiff filed an appeal to the court's dismissal of the action and that appeal is pending. Oral arguments were held December 10, 2015 and the 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.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, audits, investigations, claims, suits and complaints (including false advertising, product liability, escheat laws, 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.

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 2016 and 2030. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended December 31, 2015 and 2014 was (47.6%) and 35.6%, respectively. Our effective tax rates for the three month periods are different than the federal statutory rate generally due to the impact of state and local taxes in fiscal 2016 and 2015 and the partial reinvestment of foreign earnings in fiscal 2016 as well as a one-time benefit related to the remeasurement of our deferred taxes in the UK due to an enacted tax rate change.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At December 31, 2015, we had accrued $330 and $137 for the potential payment of interest and penalties, respectively. As of December 31, 2015, we were subject to U.S. federal income tax examinations for the tax years 2012 through 2015, and to non-U.S. examinations for tax years 2010 through 2015. In addition, we are generally subject to state and local examinations for fiscal years 2012 through 2015.

25

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

10. Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended December 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at September 30, 2015	$	(102,779	)	$	—	$	(102,779	)
Other comprehensive income (loss)		(18,746	)		—		(18,746	)
Less: foreign currency translation adjustment attributable to non-controlling interest		574			—		574
Balance at December 31, 2015	$	(120,951	)	$	—	$	(120,951	)

	Three Months Ended December 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,361	)	$	(721	)	$	(29,082	)
Other comprehensive income (loss) before reclassifications		(26,830	)		(438	)		(27,268	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at December 31, 2014	$	(55,191	)	$	—		$	(55,191	)

(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.

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

26

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

11. Business and Credit Concentration (Continued)

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 months ended December 31, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31,						Three Months Ended December 31,
	2015			2014			2015			2014
Customer A		22	%		18	%		13	%		11	%
Customer B		15	%		17	%		9	%		10	%
Customer C		7	%		11	%		4	%		6	%

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

	December 31, 2015			September 30, 2015
Customer A		16	%		12	%
Customer B		11	%		11	%
Customer C		11	%		9	%

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

Suppliers

        For the quarter ended December 31, 2015 one supplier was in excess of 10% of our inventory purchases.

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 months ended December 31, 2015 and 2014, these fees totaled $750 and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $434 and $334 for the three months ended December 31, 2015 and 2014, respectively.

27

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

12. Related Party Transactions (Continued)

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, which includes payments for services to one such vendor in the amounts of $3,526 and $62 for the three months ended December 31, 2015 and 2014.

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. Our products are sold to the major mass merchandisers, club stores, drug store chains and supermarkets, as well as to online retailers, independent pharmacies, health food stores, the military and other retailers.

•

Holland & Barrett International—This segment operates 1,088 stores including 857 Holland & Barrett stores (including 701 company-owned stores in the UK, 50 in Ireland and one in Sweden; and franchised stores in the following countries: 35 in China, 27 in Singapore, 19 in United Arab Emirates, 11 in Cyprus, five in Malta, four in Kuwait, three in Spain and one in Gibraltar). Holland & Barrett International also operated 167 De Tuinen stores (including cobranded stores) in the Netherlands (of which five were franchises), 18 Essenza stores in Belgium, and 46 GNC/MET-Rx stores in the UK. Holland & Barrett International operates Holland & Barrett retail websites in the UK, Ireland, the Netherlands and Belgium, as well as retail websites for De Tuinen in the Netherlands and the GNC/MET-Rx brands in the UK. The revenue generated by this segment consists of sales of its branded products and third-party products as well as franchise fees. We are in the process of rebranding or cobranding our De Tuinen and Essenza stores to leverage consumer awareness of our Holland & Barrett brand. We are also in the process of rebranding our GNC brand stores to MET-Rx.

•

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

•

Vitamin World—This segment generates revenue through its 378 owned and operated U.S. Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com. In February 2016, the company entered into an agreement to divest this segment. This transaction is expected to close during the second fiscal quarter of fiscal 2016. (See Note 14)

28

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

13. Segment Information (Continued)

        In the first quarter of our fiscal year ending September 30, 2016, we changed our internal reporting by (i) presenting certain executive compensation within the segment that is managed by such executive rather than within Corporate/Manufacturing and (ii) transferring certain immaterial customers to the Puritan's Pride segment from the Consumer Products Group segment, as that is how this business is now managed. Accordingly, for the three months ended December 31, 2014, we made certain reclassifications to our segment presentation to conform to current period presentation for these above changes.

        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(1)			Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2015:
Net sales	$	472,430	$	218,461	$	61,552	$	49,547		$	801,990	$	—		$	801,990
Income (loss) from operations		46,338		38,839		5,089		(13,137	)		77,129		(35,088	)		42,041
Depreciation and amortization		9,359		6,472		2,914		872			19,617		12,235			31,852
Capital expenditures		7,861		21,228		20		628			29,737		10,301			40,038
Three Months Ended December 31, 2014:
Net sales	$	494,705	$	213,597	$	63,564	$	53,905		$	825,771	$	—		$	825,771
Income (loss) from operations		61,148		46,315		5,677		1,200			114,340		(22,522	)		91,818
Depreciation and amortization		9,002		5,049		2,830		895			17,776		10,289			28,065
Capital expenditures		73		10,703		13		1,023			11,812		7,278			19,090

(1)

Includes an impairment of $11,656 for the three months ended December 31, 2015. (See Note 7 and 14)

        Total assets by segment are as follows:

	December 31, 2015		September 30, 2015
Reportable Business Segments:
Consumer Products Group	$	2,643,347	$	2,535,813
Holland & Barrett International		945,879		941,739
Puritan's Pride		502,636		511,080
Vitamin World		41,941		51,881
Total Reportable Business Segments:		4,133,803		4,040,513
Corporate / Manufacturing		753,594		813,966
Consolidated assets	$	4,887,397	$	4,854,479

        Assets by segment as of December 31, 2015 and September 30, 2015 were revised to reflect the correction of the Company's recording of deferred tax liabilities related to carryover tax-deductible goodwill in the amounts of $7,129, $3,086 and $3,715 related to the Consumer Products Group, Holland & Barrett International and Puritan's Pride segments, respectively.

29

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

14. Subsequent Event

        In February 2016, the Company entered into an agreement to sell its Vitamin World segment and certain other assets (including real property) associated with Vitamin World for aggregate consideration of approximately $25,000, consisting of $10,000 in cash, a promissory note with a face value of $15,000 and a warrant to purchase 10% of the equity of the acquiring entity expiring ten years after the closing of the transaction. This transaction is expected to close during the second fiscal quarter of fiscal 2016, and is subject to post-closing adjustments. In conjunction with this divestiture, an impairment of $11,656, which contemplated this potential transaction, was recorded in our first fiscal quarter ended December 31, 2015 and a loss on the sale of the remaining assets will be recorded in the second fiscal quarter of fiscal 2016 based upon the fair value of the expected proceeds. The cumulative expected loss and impairments on this sale will range from $35,000 to $45,000; inclusive of the impairment described above.

15. 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 December 31, 2015 and September 30, 2015 and for the three months ended December 31, 2015 and 2014 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) NBTY on a consolidated basis; and



2.

Elimination entries necessary to consolidate NBTY, the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly owned subsidiaries. Under this method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, other comprehensive income, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. For cashflow presentation purposes, cash transfers between the Guarantors and Non-guarantors (the "Operating Entities") are presented as operating activities and cash transfers between the Parent and the Operating Entities are presented as financing cashflows, unless the cash transfers relate to a statutorily recorded dividend or a formally documented loan agreement. Cash transfers which are statutorily recorded as dividends are presented as a financing outflow by the remitting entity and an operating inflow for the receiving entity, provided that the dividends remitted do not exceed the cumulative earnings of the remitting entity at the time the dividend is remitted. Cash transfers related to formally documented loans are treated as financing activities for all entities that are party to the transfer. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        These condensed consolidating financial statements have been revised to reflect the correction of errors as described in Note 2.

30

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,351		$	3,670		$	67,904		$	—		$	204,925
Accounts receivable, net		—			132,087			57,137			—			189,224
Intercompany		14,632			—			71,674			(86,306	)		—
Inventories		—			602,699			252,494			—			855,193
Deferred income taxes		—			56,352			73			—			56,425
Other current assets		876			35,003			38,513			—			74,392
Total current assets		148,859			829,811			487,795			(86,306	)		1,380,159
Property, plant and equipment, net		122,812			218,721			232,293			—			573,826
Goodwill		—			709,968			476,603			—			1,186,571
Other intangible assets, net		—			1,331,187			382,925			—			1,714,112
Other assets		15,021			17,658			50			—			32,729
Intercompany loan receivable		2,438,594			1,400,732			—			(3,839,326	)		—
Investments in subsidiaries		2,269,515			146,921			—			(2,416,436	)		—
Total assets	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397
Liabilities and Shareholders's Equity
Current liabilities:
Current portion of long-term debt	$	30,000		$	—		$	29,814		$	—		$	59,814
Accounts payable		—			202,683			108,455			—			311,138
Intercompany		—			86,306			—			(86,306	)		—
Accrued expenses and other current liabilities		16,806			125,668			56,671			—			199,145
Total current liabilities		46,806			414,657			194,940			(86,306	)		570,097
Intercompany loan payable		1,400,732			2,064,797			373,797			(3,839,326	)		—
Long-term debt, net of current portion		2,034,797			—			50,892			—			2,085,689
Deferred income taxes		—			599,742			78,224			—			677,966
Other liabilities		—			14,133			27,046			—			41,179
Total liabilities		3,482,335			3,093,329			724,899			(3,925,632	)		3,374,931
Noncontrolling interest		103,511			—			103,511			(103,511	)		103,511
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,529,906			1,459,143			743,617			(2,202,760	)		1,529,906
(Accumulated deficit) retained earnings		—			116,857			120,905			(237,762	)		—
Accumulated other comprehensive income (loss)		(120,951	)		(14,331	)		(113,266	)		127,597			(120,951	)
Total shareholder's equity		1,408,955			1,561,669			751,256			(2,312,925	)		1,408,955
Total liabilities and shareholder's equity	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397

31

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Balance Sheet
As of September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	164,443		$	1,344		$	137,563		$	—		$	303,350
Accounts receivable, net		—			149,423			49,270			—			198,693
Intercompany		29,258			—			85,513			(114,771	)		—
Inventories		—			630,013			214,210			—			844,223
Deferred income taxes		—			56,119			75			—			56,194
Other current assets		876			24,148			34,807			—			59,831
Total current assets		194,577			861,047			521,438			(114,771	)		1,462,291
Property, plant and equipment, net		120,977			266,401			218,330			—			605,708
Goodwill		—			709,969			394,121			—			1,104,090
Other intangible assets, net		—			1,341,784			322,754			—			1,664,538
Other assets		7,728			10,066			58			—			17,852
Intercompany loan receivable		2,497,035			1,319,331			—			(3,816,366	)		—
Investments in subsidiaries		2,103,686			146,539			—			(2,250,225	)		—
Total assets	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479
Liabilities and Shareholder's Equity
Current liabilities:
Current portion of long-term debt	$	33,498		$	—		$	998		$	—		$	34,496
Accounts payable		—			188,599			93,880			—			282,479
Intercompany		—			114,771			—			(114,771	)		—
Accrued expenses and other current liabilities		31,971			137,817			79,773			—			249,561
Total current liabilities		65,469			441,187			174,651			(114,771	)		566,536
Intercompany loan payable		1,319,331			2,116,214			380,821			(3,816,366	)		—
Long-term debt, net of current portion		2,082,716			—			46,442			—			2,129,158
Deferred income taxes		—			594,152			68,871			—			663,023
Other liabilities		—			12,731			26,544			—			39,275
Total liabilities		3,467,516			3,164,284			697,329			(3,931,137	)		3,397,992
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,542,584			1,407,725			743,618			(2,151,343	)		1,542,584
(Accumulated deficit) retained earnings		16,682			96,025			110,100			(206,125	)		16,682
Accumulated other comprehensive income (loss)		(102,779	)		(12,897	)		(94,346	)		107,243			(102,779	)
Total shareholder's equity		1,456,487			1,490,853			759,372			(2,250,225	)		1,456,487
Total liabilities and shareholder's equity	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479

32

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

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

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	537,364		$	283,548		$	(18,922	)	$	801,990
Costs and expenses:
Cost of sales (See Note 3)		—			336,853			125,213			(18,922	)		443,144
Advertising, promotion and catalog		—			35,331			11,132			—			46,463
Selling, general and administrative		29,261			114,685			109,246			—			253,192
Impairment of Vitamin World assets (See Note 7 and 14)		—			11,656			—			—			11,656
Facility restructuring charges (See Note 3)		—			5,494			—			—			5,494
		29,261			504,019			245,591			(18,922	)		759,949
(Loss) income from operations		(29,261	)		33,345			37,957			—			42,041
Other income (expense):
Intercompany interest		38,605			(33,905	)		(4,700	)		—			—
Interest		(33,905	)		—			(431	)		—			(34,336	)
Miscellaneous, net		(680	)		188			(1,470	)		—			(1,962	)
		4,020			(33,717	)		(6,601	)		—			(36,298	)
(Loss) income before income taxes		(25,241	)		(372	)		31,356			—			5,743
(Benefit) provision for income taxes		(4,850	)		(136	)		2,251			—			(2,735	)
Equity in income of subsidiaries		29,008			2,768			—			(31,776	)		—
Net income (loss)		8,617			2,532			29,105			(31,776	)		8,478
Deduct net loss attributable to noncontrolling interests		—			—			(139	)		—			(139	)
Net income (loss) attributable to NBTY, Inc.	$	8,617		$	2,532		$	29,244		$	(31,776	)	$	8,617
Net income (loss)	$	8,617		$	2,532		$	29,105		$	(31,776	)	$	8,478
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment,
net of taxes		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Change in fair value of interest rate swaps,
net of taxes		—			—			—			—			—
Total other comprehensive income (loss), net of tax		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Comprehensive income (loss)	$	(10,129	)	$	1,098		$	9,611		$	(10,848	)	$	(10,268	)
Less: Net loss attributable to non-controlling interests		—			—			(139	)		—			(139	)
Less : Foreign currency translation adjustment attributable to non-controlling interest		—			—			(574	)		—			(574	)
Comprehensive loss attributable to non-controlling interest		—			—			(713	)		—			(713	)
Comprehensive (loss) income attributable to NBTY, Inc.	$	(10,129	)	$	1,098		$	10,324		$	(10,848	)	$	(9,555	)

33

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)
For three months ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	557,361		$	289,017		$	(20,607	)	$	825,771
Costs and expenses:
Cost of sales		—			342,653			126,841			(20,607	)		448,887
Advertising, promotion and catalog		—			34,947			11,947			—			46,894
Selling, general and administrative		22,890			114,937			100,345			—			238,172
		22,890			492,537			239,133			(20,607	)		733,953
Income (loss) from operations		(22,890	)		64,824			49,884			—			91,818
Other income (expense):
Intercompany interest		39,809			(34,781	)		(5,028	)		—			—
Interest		(34,781	)		65			(31	)		—			(34,747	)
Miscellaneous, net		(1,746	)		(843	)		1,234			—			(1,355	)
		3,282			(35,559	)		(3,825	)		—			(36,102	)
Income (loss) before income taxes		(19,608	)		29,265			46,059			—			55,716
Provision (benefit) for income taxes		(1,166	)		10,612			10,363			—			19,809
Equity in income of subsidiaries		54,349			6,333			—			(60,682	)		—
Net income (loss)		35,907			24,986			35,696			(60,682	)		35,907
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(26,830	)		(4,253	)		(28,398	)		32,651			(26,830	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive income (loss), net of tax		(26,109	)		(3,532	)		(28,398	)		31,930			(26,109	)
Comprehensive income (loss)	$	9,798		$	21,454		$	7,298		$	(28,752	)	$	9,798

34

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,049	)	$	84,026		$	9,952		$	(18,300	)	$	64,629
Cash flows from investing activities:
Purchase of property, plant and equipment		(7,029	)		(7,317	)		(25,692	)		—			(40,038	)
Proceeds from sale of bar assets		—			7,910			—			—			7,910
Proceeds from sale of property, plant and equipment		—			384			—			—			384
Cash paid for acquisition, net of cash acquired		—			—			(45,011	)		—			(45,011	)
Net cash used in investing activities		(7,029	)		977			(70,703	)		—			(76,755	)
Cash flows from financing activities:
Principal payments under long-term agreements		(56,941	)		—			—			—			(56,941	)
Proceeds from issuance of debt		—			—			6,123			—			6,123
Dividends paid		(38,750	)		—			(18,300	)		18,300			(38,750	)
Intercompany accounts		82,677			(82,677	)		—			—			—
Net cash used in financing activities		(13,014	)		(82,677	)		(12,177	)		18,300			(89,568	)
Effect of exchange rate changes on cash		—			—			3,269			—			3,269
Net increase in cash and cash equivalents		(31,092	)		2,326			(69,659	)		—			(98,425	)
Cash and cash equivalents at beginning of period		164,443			1,344			137,563			—			303,350
Cash and cash equivalents at end of period	$	133,351		$	3,670		$	67,904		$	—		$	204,925

35

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands)

15. Condensed Consolidating Financial Statements of Guarantors (Continued)

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(24,334	)	$	142,688		$	23,505		$	(8,789	)	$	133,070
Cash flows from investing activities:
Purchase of property, plant and equipment		(8,954	)		(1,009	)		(9,127	)		—			(19,090	)
Proceeds from sale of property, plant and equipment		—			193			—						193
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(15,954	)		(816	)		(9,127	)		7,000			(18,897	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(67	)		—			(67	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		138,949			(138,949	)		—			—			—
Net cash used in financing activities		99,588			(138,949	)		(1,856	)		1,789			(39,428	)
Effect of exchange rate changes on cash		—			—			(2,186	)		—			(2,186	)
Net increase in cash and cash equivalents		59,300			2,923			10,336			—			72,559
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	136,850		$	3,674		$	71,523		$	—		$	212,047

36

NBTY, Inc. and Subsidiaries
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Dollar amounts in thousands)

Forward-Looking Statements

        This Quarterly Report ("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 ("GMPs") in the United States, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive (the "Herbal 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 United States 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 and contract manufacturers;

37

•

the availability and pricing 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, 2015 (our "2015 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 2015 Annual Report. All references to years, unless otherwise noted, refer to our fiscal years, which end on September 30. All dollar values in this section, unless otherwise noted, are denoted in thousands. Numerical figures have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Executive Summary

        NBTY is the leading vertically integrated manufacturer, marketer, distributor and retailer of high-quality VMHS products in the United States, with operations worldwide. We currently market a broad portfolio of well-known brands and third party label products. Our key consumer product brands

38

include Nature's Bounty®, Sundown®, Pure Protein®, Solgar®, Body Fortress®, Osteo Bi Flex®, MET Rx®, Balance Bar®, Ester C® and Dr Organic®. We also operate specialty retailers of health and wellness products, primarily focused on providing VMHS solutions to our end consumers. Our specialty retailer businesses primarily operate under the Holland & Barrett®, Puritan's Pride® and Vitamin World® banners.

        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. Our products are sold to the major mass merchandisers, club stores, drug store chains and supermarkets, as well as to online retailers, independent pharmacies, health food stores, the military and other retailers.

•

Holland & Barrett International—This segment operates 1,088 stores including 857 Holland & Barrett stores (including 701 company-owned stores in the UK, 50 in Ireland and one in Sweden; and franchised stores in the following countries: 35 in China, 27 in Singapore, 19 in United Arab Emirates, 11 in Cyprus, five in Malta, four in Kuwait, three in Spain and one in Gibraltar). Holland & Barrett International also operated 167 De Tuinen stores (including cobranded stores) in the Netherlands (of which five were franchises), 18 Essenza stores in Belgium, and 46 GNC/MET-Rx stores in the UK. Holland & Barrett International operates Holland & Barrett retail websites in the UK, Ireland, the Netherlands and Belgium, as well as retail websites for De Tuinen in the Netherlands and the GNC/MET-Rx brands in the UK. The revenue generated by this segment consists of sales of its branded products and third-party products as well as franchise fees. We are in the process of rebranding or cobranding our De Tuinen and Essenza stores to leverage consumer awareness of our Holland & Barrett brand. We are also in the process of rebranding our GNC brand stores to MET-Rx.

•

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

•

Vitamin World—This segment generates revenue through its 378 owned and operated Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales from www.vitaminworld.com. In February 2016, the company entered into an agreement to divest this segment. This transaction is expected to close during the second fiscal quarter of fiscal 2016.

        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.

Acquisition of Dr. Organic

        In December 2015, NBTY (2015) Limited, a private limited company incorporated in England and Wales and an indirect subsidiary of Holdings ("NBTY (2015)"), and Holland & Barrett Group Limited ("H&B"), a company incorporated in England and Wales and an indirect subsidiary of Holdings, completed the purchase Dr. Organic, pursuant to which NBTY (2015) acquired all of the ordinary shares of Dr. Organic, a manufacturer, marketer and distributor of a broad line of naturally-inspired personal care products.

        The purchase price for the ordinary shares of Dr. Organic was £53,384 (approximately $80,519), paid in (i) cash of £33,384 (approximately $50,353) (the "cash consideration"), (ii) loan notes in an aggregate principal amount of £20,000 (approximately $30,166) (the "completion loan notes") issued by NBTY (2015) to the sellers, which mature 18 months after issuance and are redeemable at any time

39

after six months at the option of the holders, (iii) 399,000 class B ordinary shares, par value £0.01 (the "rollover shares"), issued by NBTY (2015) to the sellers and (iv) 222,000 class C ordinary shares, par value £0.01, issued by NBTY (2015) to certain of the sellers at a premium of £0.04 each (which will be redeemed by NBTY (2015) for £0.05 18 months after issuance). Holders of the rollover shares may require us to repurchase them for an amount based on the future earnings of Dr. Organic and its subsidiaries (the "repurchase amount"), which amount is payable, at the election of holders, in cash or through the issuance of loan notes by NBTY (2015) with terms similar to the completion loan notes. To the extent the holders do not exercise their put right, we will have the right to call the rollover shares at the repurchase amount. The put is exercisable for thirty days commencing in January 2019 and the call is exercisable thirty days after the expiration of the put for a period of thirty days.

Divestiture of Vitamin World

        In February 2016, the Company entered into an agreement to sell its Vitamin World segment and certain other assets (including real property) associated with Vitamin World for aggregate consideration of approximately $25,000, consisting of $10,000 in cash, a promissory note with a face value of $15,000 and a warrant to purchase 10% of the equity of the acquiring entity expiring ten years after the closing of the transaction. This transaction is expected to close during the second fiscal quarter of fiscal 2016, and is subject to post-closing adjustments. In conjunction with this divestiture, an impairment of $11,656, which contemplated this potential transaction, was recorded in our first fiscal quarter ended December 31, 2015 and a loss on the sale of the remaining assets will be recorded in the second fiscal quarter of fiscal 2016 based upon the fair value of the expected proceeds. The cumulative expected loss and impairments on this sale will range from $35,000 to $45,000; inclusive of the impairment described above.

Sale of Nutritional Bar Assets and Powder Facility

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

        The closing of the sale pursuant to the Powder APA occurred on June 26, 2015. The sales price for the production assets and transferred contracts was $4,228. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $16,722, net of post-closing adjustments.

        A significant portion of the sale of assets pursuant to the Bar APA has already been completed with the remaining portion of the sale expected to be completed by the end of the first half of fiscal 2016. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000, which resulted in accelerated depreciation as noted below. The aggregate sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant to the Bar APA is 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 of December 31, 2015, $7,910 of production assets have been transferred. As of December 31, 2015, the remaining production assets of approximately $4,100 and inventory of $4,700 within the bar plant that are waiting to be transferred are recorded in other current assets, as they are no longer being used for manufacturing operations and are readily available to be sold in their existing condition.

40

        As a result of these arrangements, we will incur cumulative net charges ranging from $36,000 to $39,000 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 $2,500 and other costs ranging from $7,000 to $10,000, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations are being reflected in Corporate / Manufacturing, with the exception of the write-off of goodwill for which $4,892 and $649 which recorded in the Consumer Products Group and Puritan's Pride segments, respectively.

        Charges related to these divestitures of $5,494 for the three months ended December 31, 2015 were $2,337 for accelerated depreciation and $3,157 of other costs, which primarily relate to inventory write-offs, and are recorded in Facility restructuring charges.

        Cumulative charges since inception of these arrangements totaled $34,987 through December 31, 2015 and include $22,540 for accelerated depreciation, $5,541 for a write off of goodwill associated with the fair value of the business; $2,510 for severance and employee related costs and $6,088 of other costs, which primarily relate to inventory write offs; partially offset by a gain on a transferred contract of $1,692, and are recorded in Facility restructuring charges.

Revision to Financial Statements

        During the second quarter of 2016, the Company identified errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements. These errors related to accounting for deferred taxes related to certain of the Company's long-lived assets, inclusive of intangible assets and property, plant and equipment, whereby the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Additionally, in accounting for the acquisition of the Company by Carlyle the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill, the correction of which results in a reduction of its long-term deferred tax liabilities and goodwill in the amount of $13,930.

        During the period ended December 31, 2014, the Company had recorded an out-of-period adjustment to correct the Company's policy of expensing all labels upon receipt, which resulted in the Company increasing its label inventory by $3,707 with an offsetting decrease to cost of sales. This immaterial adjustment was the result of the Company correcting its policy of expensing all labels upon receipt. Accordingly on-hand labels were therefore recorded as a part of ending inventory on the consolidated balance sheet. As disclosed in the 2015 annual consolidated financial statements, the Company aggregated this out-of-period adjustment with other errors identified during the annual closing process and concluded that the aggregate impact of these errors resulted in a material misstatement to its consolidated financial statements for the three and nine months ended June 30, 2015. In connection with the Company's restatement of those interim consolidated financial statements the Company revised its historical financial statements to reflect the impact of correcting the accounting policy for its labels inventory. The impact of correcting this policy was recorded as an adjustment to stockholders' equity as of September 30, 2012.

        Accordingly, the Company has revised its previously reported Consolidated Statement of Operations for the three months ended December 31, 2014 as follows: increased Cost of sales and decreased income from operations before income taxes by $3,707; decreased Provision for income taxes by $1,423; and decreased Net income including non-controlling interests by $2,284.

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Reclassifications

        In the first quarter of our fiscal year ending September 30, 2016, we changed our internal reporting by (i) presenting certain executive compensation within the segment that is managed by such executive rather than within Corporate/Manufacturing and (ii) transferring certain immaterial customers to the Puritan's Pride segment from the Consumer Products Group segment, as that is how this business is now managed. Accordingly, within the consolidated statement of operations for the three months ended December 31, 2014, we made certain reclassifications to conform to current period presentation for these above changes. These reclassifications were not material to our financial statements.

Results of Operations

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

Net Sales

        Net sales by segment were as follows:

	Three Months Ended December 31,
	2015					2014
	Net Sales		% of total			Net Sales		% of total			$ change			% change
Consumer Products Group	$	472,430		58.9	%	$	494,705		59.9	%	$	(22,275	)		(4.5	)%
Holland & Barrett International		218,461		27.2	%		213,597		25.9	%		4,864			2.3	%
Puritan's Pride		61,552		7.7	%		63,564		7.7	%		(2,012	)		(3.2	)%
Vitamin World		49,547		6.2	%		53,905		6.5	%		(4,358	)		(8.1	)%
Net sales	$	801,990		100.0	%	$	825,771		100.0	%	$	(23,781	)		(2.9	)%

Consumer Products Group

        Net sales for the Consumer Products Group segment decreased $22,275, or 4.5%, to $472,430 for the three months ended December 31, 2015, as compared to the prior comparable period. This decrease is due to $26,327 lower net sales to certain contract manufacturing and private label accounts, partially offset by $4,052 higher net sales of our branded products, primarily driven by increases in core brands. Domestic branded net sales increased $6,972 (primarily due to continued growth in Nature's Bounty and Pure Protein) and international branded net sales decreased $2,920 (primarily due to decreases in China as a result of regulatory constraints).

        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 its customers and our direct to consumer operations to provide its customers with data and analyses to drive mass market sales.

        We use targeted promotions to grow overall sales. Promotional programs and rebates represented 16.2% of net sales for the three months ended December 31, 2015, as compared to 17.1% of net sales for the prior comparable period. We expect promotional programs and rebates as a percentage of net sales to fluctuate on a quarterly basis.

        Product returns represented 1.7% of net sales for the three months ended December 31, 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.

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

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31,						Three Months Ended December 31,
	2015			2014			2015			2014
Customer A		22	%		18	%		13	%		11	%
Customer B		15	%		17	%		9	%		10	%
Customer C		7	%		11	%		4	%		6	%

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

Holland & Barrett International

        Net sales for the Holland & Barrett International segment increased $4,864, or 2.3%, to $218,461 for the three months ended December 31, 2015, as compared to the prior comparable period. This increase is attributable to additional stores opened during the period as well as more successful promotional activity. Offsetting the increase, the average exchange rate of the British pound sterling to the U.S. dollar decreased 4.1% and the euro to the U.S. dollar decreased 12.3% as compared to the prior comparable period. In local currency, net sales increased 8.5% and sales for stores open more than one year (same store sales which include online sales) increased 3.6% as compared to the prior comparable period.

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

	Three Months Ended December 31,
	2015			2014
Company-owned stores
Open at beginning of the period		967			927
Opened during the period		15			8
Closed during the period		(4	)		—
Open at end of the period		978			935
Franchised stores
Open at beginning of the period		104			89
Opened during the period		9			8
Closed during the period		(3	)		—
Open at end of the period		110			97
Total company-owned and franchised stores
Open at beginning of the period		1,071			1,016
Opened during the period		24			16
Closed during the period		(7	)		—
Open at end of the period		1,088			1,032

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Puritan's Pride

        Net sales for the Puritan's Pride segment decreased by $2,012, or 3.2%, to $61,552 for the three months ended December 31, 2015, as compared to the prior comparable period. The total number of orders decreased approximately 9%, while the average order size increased approximately 5% for the three months ended December 31, 2015, as compared to the prior comparable period. E-commerce orders comprised 76% of total Puritan's Pride orders for the three months ended December 31, 2015 and 2014.

        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 $4,358, or 8.1%, to $49,547 for the three months ended December 31, 2015, as compared to the prior comparable period. Same store sales (same store sales which include online sales) declined 6.1% due to declines in sales of sports nutrition and weight loss products as well as overall declines in mall traffic.

        The following is a summary of Vitamin World store activity:

	Three Months Ended December 31,
	2015			2014
Open at beginning of the period		385			414
Opened during the period		1			2
Closed during the period		(8	)		(13	)
Open at end of the period		378			403

Cost of Sales

        Cost of sales was as follows:

	Three Months Ended December 31,
	2015			2014			$ change			% change
Cost of sales	$	443,144		$	448,887		$	(5,743	)		(1.3	)%
Percentage of net sales		55.3	%		54.4	%

        Cost of sales as a percentage of net sales increased by 0.9 percentage points. The increase in the percentage of cost of sales was primarily due to charges in our Consumer Products Group related to a SKU rationalization initiative, partially offset by lower raw material costs on certain sports nutrition products; as well as 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 December 31,
	2015			2014			$ change			% change
Advertising, promotion and catalog	$	46,463		$	46,894		$	(431	)		(0.9	)%
Percentage of net sales		5.8	%		5.7	%

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        Advertising, promotion and catalog expenses remained relatively consistent as a percentage of sales for the three months ended December 31, 2015, as compared to the prior comparable period.

Selling, General and Administrative Expenses

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

	Three Months Ended December 31,
	2015			2014			$ change		% change
Selling, general and administrative	$	253,192		$	238,172		$	15,020		6.3	%
Percentage of net sales		31.6	%		28.8	%

        The SG&A increase of $15,020, or 6.3%, for the three months ended December 31, 2015, as compared to the prior comparable period, is primarily due to increases of: (i) building and occupancy costs of $5,897 primarily relating to additional stores in the Holland & Barrett International segment; (ii) professional fees of $5,309 relating to various Consumer Product Group and Corporate / Manufacturing initiatives; (iii) salaries of $3,880 due to increased stores in the Holland & Barrett International segment; (iv) depreciation of $2,733 primarily due to increased stores in our Holland & Barrett International Segment and the ongoing implementation and support of our ERP system in Corporate/Manufacturing and (v) other SG&A costs of $5,668 primarily related to the recording of the estimated settlement value of various claims, partially offset by decreases of $5,776 due to changes in foreign currency exchange rates in our Holland & Barrett International segment, as the British pound sterling and Euro have weakened as compared to the U.S. dollar, and $3,596 of lower freight costs due to lower transportation rates and lower volume.

Income from Operations

        Income (loss) from operations was as follows:

	Three Months Ended December 31,
	2015			2014			$ change			% change
Consumer Products Group	$	46,338		$	61,148		$	(14,810	)		(24.2	)%
Holland & Barrett International		38,839			46,315			(7,476	)		(16.1	)%
Puritan's Pride		5,089			5,677			(588	)		(10.4	)%
Vitamin World		(13,137	)		1,200			(14,337	)		(1,194.8	)%
Corporate / Manufacturing		(35,088	)		(22,522	)		(12,566	)		(55.8	)%
Total	$	42,041		$	91,818		$	(49,777	)		(54.2	)%
Percentage of net sales		5.2	%		11.1	%

        The decrease in the Consumer Products Group segment was primarily due to the decrease in net sales and related margins. The decrease in the Holland & Barrett International segment was the result of increased SG&A expenses as well as the decline in the British pound sterling and Euro. The decrease in the Puritan's Pride segment was primarily due to lower net sales, partially offset by decreases in SG&A expenses, primarily freight costs. 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. The loss from operations in Corporate / Manufacturing increased primarily due to increases in professional fees for certain corporate initiatives and the increase in costs related to the sale of the nutritional bar facility located in Facility restructuring charges.

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Interest Expense

        Interest expense for the three months ended December 31, 2015 remained relatively consistent with the prior comparable period.

Provision for Income Taxes

        Our provision for income taxes is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that expire between 2016 and 2030. Our overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months ended December 31, 2015 and 2014 was (47.6%) and 35.6%, respectively. Our effective tax rate for the three months ended December 31, 2015 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 2016 as well as a one-time benefit related to the remeasurement of our deferred taxes in the UK due to an enacted tax rate change.

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 December 31, 2015		As of September 30, 2015
Cash and cash equivalents	$	204,925	$	303,350
Working capital (including cash and cash equivalents)	$	810,062	$	895,755

        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, investing and financing requirements. As of December 31, 2015, cash and cash equivalents of $67,904 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 2016, the Company intends to indefinitely reinvest $59,000 of earnings from our foreign subsidiaries to fund various capital expenditures.

        The decrease in cash and cash equivalents of $98,425 at December 31, 2015 as compared to September 30, 2015 was primarily due to the payment for the acquisition of Dr. Organic as well as prepayments of debt relating to the excess cash flow payment under our senior secured credit facilities as well as an additional prepayment on December 30, 2015.

        The decrease in working capital of $85,693 at December 31, 2015 as compared to September 30, 2015 was primarily due to the decrease in cash and cash equivalents and the increase in current portion of long-term debt, partially offset by decreases in accrued expenses, primarily related to the timing of payments for interest on long-term debt, income taxes and the annual bonus which was paid in December 2015.

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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:

	Three Months Ended December 31,
	2015			2014
Net cash provided by operating activities	$	64,629		$	133,070
Net cash used in investing activities	$	(76,755	)	$	(18,897	)
Net cash used in financing activities	$	(89,568	)	$	(39,428	)
Inventory turnover		2.1			2.1
Days sales outstanding in accounts receivable		36			36

        Net cash provided by operating activities decreased for the three months ended December 31, 2015 as compared to the prior comparable period, primarily due to decreased earnings and accrued expenses due to the timing of payments of operational liabilities, offset by an increase in accounts payable and a decrease in accounts receivable due to timing of payments and collections.

        During the three months ended December 31, 2015, net cash used in investing activities consisted primarily of cash paid for the acquisition of Dr. Organic and purchases of property, plant and equipment, offset by proceeds received from sale of building and equipment. During the three months ended December 31, 2014, net cash used in investing activities consisted primarily of purchases of property, plant and equipment.

        For the three months ended December 31, 2015, net cash used in financing activities related to an additional principal payment and an excess cash flow payment under our long-term debt arrangements and dividends paid. For the three months ended December 31, 2014, net cash used in financing activities primarily related to payments for financing fees related to the extension of the revolving credit facility.

        We expect our fiscal 2016 capital expenditures to be higher than fiscal 2015 as a result of investments in stores of our Holland & Barrett International segment and continuous improvements in our supply chain facilities.

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

47

forth in the senior secured credit facilities. Substantially all other terms are consistent with the original term loan B-1, including the maturity dates. 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 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. An excess cash flow payment of $31,941 was paid in November 2015. Furthermore NBTY made a voluntary prepayment of $25,000 on December 30, 2015. As a result of these two payments, $1,058 of deferred financing costs were written off during the three months ended December 31, 2015. For the fiscal year ending September 30, 2016 we anticipate an excess cash flow payment of approximately $30,000 and have recorded this in Current portion of long-term debt. 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 December 31, 2015, NBTY was in compliance with all covenants under the credit agreement.

        As of December 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $6,100, reducing the net availability to $168,900.

Holdco Notes

        On October 17, 2012 and December 12, 2013, Holdings issued $550,000 and $450,000, respectively, 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 and were funded by dividends from NBTY. 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 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

48

("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 December 31, 2015, NBTY currently anticipates that it will have sufficient restricted payment capacity to enable Holdings to pay cash interest on the Holdco Notes for the current interest period; however, this may change as a result of a variety of factors. To the extent Holdings makes such interest payments in cash, NBTY will be required to provide the necessary funding.

        The indenture governing the Notes, the credit agreement and the indenture governing the Holdco Notes contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of 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

49

•

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.

Completion loan notes

        In conjunction with the acquisition of Dr. Organic, we issued completion loan notes in an aggregate principal amount of £20,000 (approximately $30,166) to the sellers, which mature 18 months after issuance and are redeemable at any time after six months at the option of the holders. As these notes are redeemable after six months of issuance they have been classified as short-term. If these notes are called by the seller prior to their contractual maturitycash on hand would likely be utilized to satisfy this obligation and the outflows associated with this payment would partially offset any required excess cash flow payment.

EBITDA and Consolidated EBITDA

        EBITDA consists of earnings before interest expense, taxes, depreciation and amortization. Consolidated EBITDA, as defined in our senior secured credit facilities, as amended, eliminates the impact of a number of items we do not consider indicative of our ongoing operating performance. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. Consolidated EBITDA is a component of certain covenants under NBTY's senior secured credit facilities. We present Consolidated EBITDA because NBTY's senior secured credit facilities provide for certain total senior secured leverage ratio thresholds calculated on a period of four consecutive fiscal quarters, with respect to Consolidated EBITDA and the senior secured debt which can be reduced by unrestricted cash-on-hand up to a maximum of $150 million during any fiscal quarter end that revolving loans or letters of credit (to the extent not cash collateralized) are outstanding or at the time of incurrence of revolving loans. The maximum senior secured leverage ratio thresholds, to the extent then applicable, are as follows: 3.75 to 1.00 in fiscal 2015; 3.50 to 1.00 in fiscal 2016 and 3.25 to 1.00 in fiscal 2017. Furthermore, we present both EBITDA and Consolidated EBITDA because we consider these items to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry with similar capital structures. We believe issuers of debt securities also present EBITDA and Consolidated EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that these items are appropriate supplemental measures of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; and depreciation and amortization are non-cash charges.

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

		December 31,
		2015			2014
Senior secured debt		$	1,450,559		$	1,507,500
Less up to $150,000 unrestricted cash balance			(150,000	)		(150,000	)
	(a)	$	1,300,559		$	1,357,500
NBTY Consolidated EBITDA (Four consecutive quarters)	(b)	$	487,301		$	472,991
Senior Secured Leverage Ratio	(a /b)		2.67x			2.87x
Maximum Allowed (per the senior secured credit facilities)			3.50x			3.75x

        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.

51

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

	Three Months Ended December 31,						Four Consecutive quarters ended December 31,
	2015			2014			2015			2014
Net income (loss) attributable to NBTY, Inc.	$	8,617		$	35,907		$	47,129		$	(62,066	)
Interest expense		34,336			34,747			132,522			135,968
Provision (benefit) for income taxes		(2,735	)		19,809			(9,459	)		3,421
Depreciation and amortization		31,851			28,065			139,192			109,056
EBITDA		72,069			118,528			309,384			186,379
Severance costs(a)		1,272			2,773			17,750			9,304
Stock-based compensation(b)		773			732			2,884			3,200
Management fee(c)		750			750			3,000			3,000
Consulting fees(d)		9,847			5,420			34,548			21,691
Impairments and disposals(e)		13,767			635			80,800			215,219
Other items(f)		27,122			8,198			58,642			26,930
Pro forma cost savings(g)		12,040			8,000			48,160			31,998
Limitation on certain EBITDA adjustments(h)		(16,967	)		(6,182	)		(67,867	)		(24,730	)
Consolidated EBITDA	$	120,673		$	138,854		$	487,301		$	472,991

(a)

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

(b)

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

(c)

Reflects the exclusion of the Carlyle consulting fee.

(d)

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

(e)

Reflects the impairment of certain assets, including the impairment of $55,000 of intangible assets in our Vitamin World segment in the four consecutive quarters ended December 31, 2015, $207,334 relating to goodwill and intangible assets in our Puritan's Pride and Vitamin World segments in the four consecutive quarters ended December 31, 2014 and $11,656 relating to furniture and fixtures in our Vitamin World segment in the three months ended December 31, 2015.

(f)

Reflects the exclusion of various items, as permitted in NBTY's senior secured credit facilities, which among other items includes: restructuring charges, business optimization expenses, ineffectiveness on certain derivative instruments, gains and losses on dispositions.

(g)

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

(h)

In accordance with the definition of Consolidated EBITDA under NBTY's senior secured credit facilities, this represents the limitation of certain Consolidated EBITDA adjustments such as pro forma cost savings, restructuring charges, business optimization expenses and integration costs

52

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

(i)

Consists of selling, general and administrative costs related solely to the parent company and differences in the amount of limitation on certain EBITDA adjustments, as dictated by the NBTY senior secured credit facilities.

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 three months ended December 31, 2015 and 2014 were denominated in currencies other than U.S. dollars, principally British pounds sterling and to a lesser extent euros, Canadian dollars and Chinese renminbi. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on us, as this would result in a decrease in our consolidated operating results.

        Foreign subsidiaries accounted for the following percentages of total assets and total liabilities:

	December 31, 2015			September 30, 2015
Total Assets		31	%		29	%
Total Liabilities		9	%		6	%

        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 three months ended December 31, 2015 and 2014, translation losses of ($18,746) and ($26,830), respectively, were included in determining other comprehensive income (loss). Accordingly, cumulative translation losses of ($120,951) and ($102,779) were included as part of accumulated other comprehensive loss within the consolidated balance sheets at December 31, 2015 and September 30, 2015, 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.

53

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 would have been 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 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 October 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.

        In November 2015, the Financial Accounting Standards Board issued guidance which requires all deferred tax assets and liabilities to be presented in the balance sheet as noncurrent. This guidance is effective for us on October 1, 2017. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis.

Critical Accounting Policies and Estimates

        We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements included in our 2015 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 2015 Annual Report. There have been no significant changes in our significant accounting policies or critical accounting estimates since September 30, 2015. As noted in the Form 10-K/A, 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 and Puritan's Pride segment are performing below expectations increases the risk of impairment for the indefinite-lived tradenames associated with those categories. The carrying value of the tradenames associated with the Consumer Products Group segment as of December 31, 2015 was approximately $429,000 and $166,000, for indefinite and definite lived intangible assets, respectively. The carrying value of the indefinite lived tradenames associated with the Puritan's Pride segment as of December 31, 2015 was approximately $160,000. The carrying value of goodwill associated with the Consumer Products Group and Puritan's Pride segments are $701,330 and $199,031, respectively.

54

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 $280,077, or 34.9%, of total net sales for the three months ended December 31, 2015. A majority of our foreign currency exposure is denominated in British pounds sterling, the euro, Canadian dollar and the Chinese renminbi. For the three months ended December 31, 2015, as compared to the prior comparable period, the British pound sterling, the euro, the Canadian dollar and the Chinese renminbi decreased 4.1%, 12.3%, 14.9% and 4.0%, respectively, as compared to the U.S. dollar. The combined effect of the changes in these currency rates resulted in a decrease of $20,070 in net sales and a decrease of $2,679 in operating income.

        Additionally, NBTY's senior secured credit facilities are subject to market conditions, whereby interest rates will fluctuate based on the Eurodollar LIBOR, as defined in the agreement. Assuming NBTY's senior secured credit facilities are fully drawn, each one quarter 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 $4,000 per year.

55

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

Evaluation of Disclosure Controls and Procedures

        Under the supervision, and with the participation, of our management, including our Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we conducted an evaluation pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the CEO and CFO concluded that, due to the material weaknesses in internal control over financial reporting described in Part II, Item 9A of the 2015 Form 10-K, filed on November 17, 2015, the Company's disclosure controls and procedures were not effective as of December 31, 2015. . For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information that is required to be disclosed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

        Notwithstanding the material weaknesses identified, each of the Company's CEO and CFO has certified that, based on his 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 Company as of, and for, the periods presented in this report.

Changes in Internal Control Over Financial Reporting

        As described below under Plans for Remediation of Material Weaknesses, there were changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Plans for Remediation of Material Weaknesses

        Our remediation efforts were ongoing during the three months ended December 31, 2015. We have taken certain remediation steps to address the material weaknesses that were identified and disclosed in our 2015 Form 10-K, filed on November 17, 2015. If not remediated these deficiencies could result in further material misstatements to our financial statements. The Company and the Board take the control and integrity of the Company's financial statements seriously and believe that the remediation steps described below are essential to maintaining a strong internal control environment. The following remediation steps are among the measures taken by the Company during the quarter:

        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 has developed 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 has enhanced the design of its controls such that a formal, documented quantitative

56

and qualitative evaluation of the following were 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;

•

Unrecorded financial statement adjustments and disclosures;

•

Out of period adjustments recorded to correct misstatements.

As part of this evaluation the senior finance team assessed 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 steps 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.

        There were no other material changes in our internal control over financial reporting that occurred during the three months ended December 31, 2015 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

57

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

Herbal Dietary Supplements

        In February 2015, the State of New York Office of the Attorney General (the "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. On September 9, 2015, the NY AG sent letters to fourteen separate companies, including NBTY, concerning an additional herbal product. NBTY has fully cooperated with the NY AG; however until these investigations are concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY.

        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"). 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 investigation and related litigation or the amount of liability, if any, on the part of NBTY.

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 the 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,

58

2014 and the plaintiffs filed a notice of appeal on February 3, 2014. In fiscal 2013, NBTY recorded a provision of $12.0 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 $9.0 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. The court issued a preliminary approved order on February 1, 2016 preliminarily approving the settlement. 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, the plaintiff filed an appeal to the court's dismissal of the action and that appeal is pending. Oral arguments were held December 10, 2015 and the 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.

Claims in the Ordinary Course

        In addition to the foregoing, other regulatory inquiries, audits, investigations, claims, suits and complaints (including false advertising, product liability, escheat laws, 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.

59

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 2015 Annual Report. These factors could materially adversely affect our business, financial condition, operating results and cash flows. The risks and uncertainties described in the 2015 Annual Report are not the only ones we face. Risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, operating results or cash flows. Since September 30, 2015 there have been no significant changes relating to risk factors.

60

NBTY, Inc. and Subsidiaries
Item 6. Exhibits

Exhibit No.		Description
	3.1	Amended and Restated Certificate of Incorporation of NBTY, Inc. (Incorporated by reference to Exhibit 3.1 to NBTY's Registration Statement on Form S-4 (No. 333-172973) (the "Registration Statement")).
	3.2	Second Amended and Restated By-laws of NBTY, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement).
	31.1	Rule 13a-14(a) Certification of Principal Financial Officer.*
	31.2	Rule 13a-14(a) Certification of Principal Financial Officer.*
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	101.INS	XBRL Instance Document***
	101.SCH	XBRL Taxonomy Extension Schema Document***
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document***
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document***
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document***
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document***

*

Filed herewith

**

Furnished, not filed

***

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

61

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: April 13, 2016	By:	/s/ STEVEN CAHILLANE Steven Cahillane Chief Executive Officer, President and Director
Date: April 13, 2016	By:	/s/ DIPAK GOLECHHA Dipak Golechha Chief Financial Officer

62

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: April 13, 2016

/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: April 13, 2016

/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 December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Cahillane, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 13, 2016

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 December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dipak Golechha, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 13, 2016

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

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Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2015	Feb. 08, 2016
Document and Entity Information
Entity Registrant Name	NBTY INC
Entity Central Index Key	0000070793
Document Type	10-Q/A
Document Period End Date	Dec. 31, 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 three month period ended December 31, 2015, as filed on February 9, 2016 (the ‘‘Original Filing''), to revise its consolidated financial statements. During the second quarter of 2016, the Company identified the following errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements: • In accounting for deferred taxes related to certain of the Company's long-lived assets recorded in connection with the acquisition of the Company by Carlyle, inclusive of intangible assets and property, plant and equipment, the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Accordingly, the Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss) and Statements of Stockholders' Equity have been revised, as applicable, to reflect these changes. The impact of these errors for fiscal periods prior to 2013 but subsequent to the acquisition of the Company by Carlyle was recorded as an adjustment to Shareholder's Equity as of September 30, 2012. • In accounting for the acquisition of the Company by Carlyle, the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill resulting in an overstatement of its long-term deferred tax liabilities and goodwill in the amount of $13,930. The Consolidated Balance Sheets have been revised to reflect this change. The correction of these errors had no impact on the total captions as reported in the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements. Refer to Note 1, Basis of Presentation, in the Notes to the Consolidated Financial Statements set forth in this Amendment for further information relating to this revision. 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 revises the Original Filing only with respect to matters affected by the revision. The following items in the Original Filing have been amended as a result of this revision: • Part I, Item 1. Financial Statements • Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations • 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 is as of February 9, 2016, 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 February 9, 2016.
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
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	2016
Document Fiscal Period Focus	Q1

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Current assets:
Cash and cash equivalents	$ 204,925	$ 303,350	$ 212,047	$ 139,488
Accounts receivable, net	189,224	198,693
Inventories	855,193	844,223
Deferred income taxes	56,425	56,194
Other current assets	74,392	59,831
Total current assets	1,380,159	1,462,291
Property, plant and equipment, net	573,826	605,708
Goodwill	1,186,571	1,104,090
Intangible assets, net	1,714,112	1,664,538
Other assets	32,729	17,852
Total assets	4,887,397	4,854,479
Current liabilities:
Current portion long-term debt	59,814	34,496
Accounts payable	311,138	282,479
Accrued expenses and other current liabilities	199,145	249,561
Total current liabilities	570,097	566,536
Long-term debt, net of current portion	2,085,689	2,129,158
Deferred income taxes	677,966	663,023
Other liabilities	41,179	39,275
Total liabilities	3,374,931	$ 3,397,992
Redeemable non-controlling interest	$ 103,511
Commitments and contingencies
Shareholder's equity:
Common stock, successor, $0.01 par; one thousand shares authorized, issued and outstanding at December 31, 2015 and September 30, 2015
Capital in excess of par	$ 1,529,906	$ 1,542,584
Retained earnings		16,682
Accumulated other comprehensive loss	(120,951)	(102,779)
Total shareholder's equity	1,408,955	1,456,487
Total liabilities and shareholder's equity	$ 4,887,397	$ 4,854,479

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Sep. 30, 2015
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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Condensed Consolidated Statements of Income and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Condensed Consolidated Statements of Income and Comprehensive (Loss) Income
Net sales	$ 801,990	$ 825,771
Costs and expenses:
Cost of sales (See Note 3)	443,144	448,887
Advertising, promotion and catalog	46,463	46,894
Selling, general and administrative	253,192	238,172
Impairment of Vitamin World assets (See Note 7 and 14)	11,656
Facility restructuring charges (See Note 3)	5,494
Total costs and expenses	759,949	733,953
Income from operations	42,041	91,818
Other income (expense):
Interest	(34,336)	(34,747)
Miscellaneous, net	(1,962)	(1,355)
Total other expense	(36,298)	(36,102)
Income from operations before income taxes	5,743	55,716
Provision (benefit) for income taxes	(2,735)	19,809
Net income	8,478	35,907
Net loss attributable to non-controlling interests	(139)
Net income attributable to NBTY, Inc.	8,617	35,907
Net income	8,478	35,907
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	(18,746)	(26,830)
Change in fair value of interest rate swaps, net of taxes of $0 and $(442), respectively		721
Total Other comprehensive income (loss) net of tax	(18,746)	(26,109)
Comprehensive (loss) income	(10,268)	9,798
Less: Net loss attributable to non-controlling interests	(139)
Less: Foreign currency translation adjustment attributable to non-controlling interest	(574)
Comprehensive loss attributable to non-controlling interest	(713)
Comprehensive (loss) income attributable to NBTY, Inc.	$ (9,555)	$ 9,798

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Consolidated Statements of Income and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Condensed Consolidated Statements of Income and Comprehensive (Loss) Income
Foreign currency translation adjustment, tax expense (benefit)	$ (997)	$ 396
Change in fair value of interest rate swaps, tax expense (benefit)	$ 0	$ (442)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income	$ 8,478	$ 35,907
Adjustments to reconcile net income to net cash provided by operating activities:
Impairments and disposals of assets	12,912	659
Depreciation of property, plant and equipment	20,208	16,707
Amortization of intangible assets	11,644	11,358
Foreign currency transaction gain	(1,359)	(87)
Amortization and write-off of deferred financing fees	5,744	5,071
Stock-based compensation	773	732
Allowance for doubtful accounts	41	35
Inventory reserves	10,606	5,369
Deferred income taxes	819	(256)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	24,702	(12,105)
Inventories	10,024	41,311
Other assets	(10,953)	6,229
Accounts payable	27,527	38,953
Accrued expenses and other liabilities	(56,537)	(16,813)
Net cash provided by operating activities	64,629	133,070
Cash flows from investing activities:
Purchase of property, plant and equipment	(40,038)	(19,090)
Proceeds from sale of bar assets	7,910	193
Proceeds from sale of building and equipment	384
Cash paid for acquisitions, net of cash acquired	(45,011)
Net cash used in investing activities	(76,755)	(18,897)
Cash flows from financing activities:
Principal payments	(56,941)	(67)
Proceeds from Issuance of Debt	6,123
Payments for financing fees		(611)
Dividends paid	(38,750)	(38,750)
Net cash used in financing activities	(89,568)	(39,428)
Effect of exchange rate changes on cash and cash equivalents	3,269	(2,186)
Net (decrease) increase in cash and cash equivalents	(98,425)	72,559
Cash and cash equivalents at beginning of period	303,350	139,488
Cash and cash equivalents at end of period	204,925	212,047
Property, plant and equipment additions included in total liabilities	$ 18,575	$ 11,748

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Basis of Presentation

3 Months Ended

Dec. 31, 2015

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

        NBTY, Inc. ("NBTY"), together with its subsidiaries, (the "Company," "we," or "us"), is the leading global vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high-quality vitamins, minerals, herbs, specialty supplements, and sports/active nutrition products ("VMHS") 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, 2015, including the notes thereto (our "2015 Financial Statements") included in our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2015 ("2015 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 2015 Financial Statements. Results for interim periods are not necessarily indicative of results which may be achieved for a full year.

Revision to Financial Statements

        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. Accordingly, the Company restated those periods.

        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:

•           During the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,707. 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.

•           During the second and third quarters 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 expensed during the period of use.

        The Company concluded that the aggregate impact of these errors resulted in a material misstatement to its consolidated financial statements for the three and nine months ended June 30, 2015. In connection with the Company's restatement of those interim consolidated financial statements the Company revised its historical financial statements to reflect the impact of the correction of the accounting policies noted above. The impact of correcting these policies was recorded as an adjustment to Shareholder's Equity as of September 30, 2012. Therefore, the Consolidated Statements of Shareholder's Equity and the Consolidated Balance Sheet have been revised to reflect this change. There was no change to the previously reported Consolidated Statements of Operations and Comprehensive Income (Loss), for these adjustments as the impact to the Company's results of operations for all previously reported periods was de minimis. Furthermore, there was no change to the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

        During the second quarter of 2016, the Company identified errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements:

•           In accounting for deferred taxes related to certain of the Company's long-lived assets recorded in connection with the acquisition of the Company by Carlyle, inclusive of intangible assets and property, plant and equipment, the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Accordingly, the Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss) and Statements of Stockholders' Equity have been revised, as applicable, to reflect these changes. The impact of these errors for fiscal periods prior to 2013 but subsequent to the acquisition of the Company by Carlyle was recorded as an adjustment to Shareholder's Equity as of September 30, 2012.

•           In accounting for the acquisition of the Company by Carlyle, the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill resulting in an overstatement of its long-term deferred tax liabilities and goodwill in the amount of $13,930. The Consolidated Balance Sheets have been revised to reflect this change.

        The correction of these errors had no impact on the total captions as reported in the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

The aggregate impact of these revisions to correct the previously issued financial statements is follows:

	December 31, 2015									September 30, 2015
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Balance Sheets
Goodwill	$	1,200,501		$	(13,930	)	$	1,186,571		$	1,118,020		$	(13,930	)	$	1,104,090
Total assets	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479
Deferred income taxes	$	723,201		$	(45,235	)	$	677,966		$	701,694		$	(38,671	)	$	663,023
Total liabilities	$	3,420,166		$	(45,235	)	$	3,374,931		$	3,436,663		$	(38,671	)	$	3,397,992
Capital in excess of par	$	1,507,408		$	22,498		$	1,529,906		$	1,542,584		$	—		$	1,542,584
Retained earnings	$	—		$	—		$	—		$	(1,136	)	$	17,818		$	16,682
Accumulated other comprehensive loss	$	(129,758	)	$	8,807		$	(120,951	)	$	(109,702	)	$	6,923		$	(102,779	)
Total shareholder's equity	$	1,377,650		$	31,305		$	1,408,955		$	1,431,746		$	24,741		$	1,456,487
Total liabilities and shareholder's equity	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	$	443,144		$	—		$	443,144		$	445,180		$	3,707		$	448,887
Total costs and expenses	$	759,949		$	—		$	759,949		$	730,246		$	3,707		$	733,953
Income from operations	$	42,041		$	—		$	42,041		$	95,525		$	(3,707	)	$	91,818
Income from operations before income taxes	$	5,743		$	—		$	5,743		$	59,423		$	(3,707	)	$	55,716
(Benefit) provision for income taxes	$	1,945		$	(4,680	)	$	(2,735	)	$	21,232		$	(1,423	)	$	19,809
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Net (loss) income attributable to NBTY, Inc.	$	3,937		$	4,680		$	8,617		$	38,191		$	(2,284	)	$	35,907
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	$	(20,630	)	$	1,884		$	(18,746	)	$	(30,307	)	$	3,477		$	(26,830	)
Total other comprehensive loss, net of tax:	$	(20,630	)	$	1,884		$	(18,746	)	$	(29,586	)	$	3,477		$	(26,109	)
Comprehensive loss	$	(16,832	)	$	6,564		$	(10,268	)	$	8,606		$	1,192		$	9,798
Comprehensive loss attributable to NBTY, Inc.	$	(16,119	)	$	6,564		$	(9,555	)	$	8,606		$	1,192		$	9,798

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statement of Cash Flows
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Inventories	$	10,024		$	—		$	10,024		$	37,604		$	3,707		$	41,311
Deferred income taxes	$	5,499		$	(4,680	)	$	819		$	(256	)	$	—		$	(256	)
Net cash provided by operating activities	$	64,629		$	—		$	64,629		$	133,070		$	—		$	133,070
Accrued expenses and other liabilities	$	(56,537	)	$	—		$	(56,537	)	$	(15,390	)	$	(1,423	)		(16,813	)

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; income taxes, and accruals for the outcome of current litigation.

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2015		September 30, 2015
Promotional program incentive allowances	$	102,758	$	84,088
Allowance for sales returns		18,282		17,080
Allowance for doubtful accounts		2,632		2,600
Other accounts receivable allowances		3,516		3,091
	$	127,188	$	106,859

Redeemable non-controlling interest

        In December 2015, we acquired a controlling interest in Dr. Organic Limited ("Dr. Organic"). The Company assessed the terms of the redemption features related to the non-controlling interest ("NCI") and concluded that based on the nature of those features the NCI should be accounted for as redeemable non-controlling interest. Accordingly, the NCI is classified outside of stockholders' equity in the Consolidated Balance Sheets as temporary equity under the caption, Redeemable non-controlling interest. The Company measures the NCI at its redemption value at the end of each period and if the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value.

        Net income attributable to the NCI reflects the portion of the net income (loss) of the consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company.

        The changes in the temporary equity attributable to the redeemable NCI for the three months ended December 31, 2015 are as follows:

	Equity attributable to redeemable non-controlling interest
Balance at September 30, 2015	$	—
Issuance of non-controlling interest—Doctor Organic Limited		104,224
Net loss attributable to non-controlling interests		(139	)
Other comprehensive loss		(574	)
Balance at December 31, 2015	$	103,511

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 would have been 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 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 October 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.

        In November 2015, the Financial Accounting Standards Board issued guidance which requires all deferred tax assets and liabilities to be presented in the balance sheet as noncurrent. This guidance is effective for us on October 1, 2017. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis and will not have a material impact on our Consolidated Balance Sheets.

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Acquisition of Dr. Organic

3 Months Ended

Dec. 31, 2015

Acquisition of Dr. Organic

Acquisitions

2. Acquisition of Dr. Organic

        In December 2015, NBTY (2015) Limited ("NBTY (2015)"), a private limited company incorporated in England and Wales and an indirect subsidiary of Alphabet Holding Company, Inc. ("Holdings"), our parent company, and Holland & Barrett Group Limited ("H&B"), a company incorporated in England and Wales and an indirect subsidiary of Holdings, completed the purchase Dr. Organic, pursuant to which NBTY (2015) acquired all of the ordinary shares of Dr. Organic, a manufacturer, marketer and distributor of a broad line of naturally-inspired personal care products.

        The purchase price for the ordinary shares of Dr. Organic was £53,384 (approximately $80,519), paid in (i) cash of £33,384 (approximately $50,353) (the "cash consideration"), (ii) loan notes in an aggregate principal amount of £20,000 (approximately $30,166) (the "completion loan notes") issued by NBTY (2015) to the sellers, which mature 18 months after issuance and are redeemable at any time after six months at the option of the holders, (iii) 399,000 class B ordinary shares, par value £0.01 (the "rollover shares"), issued by NBTY (2015) to the sellers and (iv) 222,000 class C ordinary shares, par value £0.01, issued by NBTY (2015) to certain of the sellers at a premium of £0.04 each (which will be redeemed by NBTY (2015) for £0.05 18 months after issuance). Holders of the rollover shares may require us to repurchase them for an amount based on the future earnings of Dr. Organic and its subsidiaries (the "repurchase amount"), which amount is payable, at the election of holders, in cash or through the issuance of loan notes by NBTY (2015) with terms similar to the completion loan notes. To the extent the holders do not exercise their put right, we will have the right to call the rollover shares at the repurchase amount. The put is exercisable for thirty days commencing in January 2019 and the call is exercisable thirty days after the expiration of the put for a period of thirty days.

        The following allocation of the purchase price is preliminary and based on information available to the Company's management at the time the consolidated financial statements were prepared. Accordingly, the allocation is subject to change and the impact of such changes could be material. The allocation of the purchase price is as follows:

Fair value of consideration:
Cash	$	50,353
Completion loan notes at fair value		28,931
Redeemable non-controlling interest		104,224
Less:
Settlement of payables due to Dr. Organic		(6,032	)
Cash and cash equivalents acquired		(5,342	)
	$	172,134
Allocated to:
Assets:
Accounts receivable	$	7,922
Inventories		22,474
Other current assets		2,045
Property, plant, and equipment		276
Intangibles assets		70,438
Liabilities:
Accounts payable		(7,175	)
Accrued expenses and other current liabilities		(3,059	)
Deferred income taxes		(15,186	)
Net assets acquired		77,735
Goodwill	$	94,399

        The fair values of the net assets acquired were determined using discounted cash flow analyses and estimates made by management. The purchase price was allocated to intangible assets as follows: $94,399 to goodwill, which is non-amortizable and is not deductible for income tax purposes, approximately $46,000 to tradenames, which are amortizable over 10-15 years and approximately $25,000 to customer relationships, which are amortizable over 25 years. Acquisition costs for Dr. Organic amounted to approximately $5,000. The acquisition of Dr. Organic is expected to expand our operations in the Consumer Products Group segment in the distribution of natural personal care products. Additionally, we believe that we can leverage our existing distribution channels of our Consumer Products Group, which is the primary driver behind the excess of the purchase price paid over the fair value of the assets and liabilities acquired. Results since the acquisition to date and pro forma information with respect to Dr. Organic have not been provided as this acquisition was not considered material to our operations.

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Sale of Nutritional Bar Assets and Powder Facility

3 Months Ended

Dec. 31, 2015

Sale of Nutritional Bar Assets and Powder Facility

Sale of Nutritional Bar Assets and Powder Facility

3. Sale of Nutritional Bar Assets and Powder Facility

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

        The closing of the sale pursuant to the Powder APA occurred on June 26, 2015. The sales price for the production assets and transferred contracts was $4,228. The sales price for the raw materials, packaging, labels, work-in-process and component inventories was $16,722, net of post-closing adjustments.

        A significant portion of the sale of assets pursuant to the Bar APA has already been completed with the remaining portion of the sale expected to be completed by the end of the first half of fiscal 2016. The aggregate sales price for the production assets to be sold pursuant to the Bar APA is approximately $12,000, which resulted in accelerated depreciation as noted below. The aggregate sales price for the raw materials, packaging, labels, work-in-process and component inventories to be transferred pursuant to the Bar APA is 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 of December 31, 2015, $7,910 of production assets have been transferred. As of December 31, 2015, the remaining production assets of approximately $4,100 and inventory of $4,700 within the bar plant that are waiting to be transferred are recorded in other current assets, as they are no longer being used for manufacturing operations and are readily available to be sold in their existing condition.

        As a result of these arrangements, we will incur cumulative net charges ranging from $36,000 to $39,000 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 $2,500 and other costs ranging from $7,000 to 10,000, partially offset by a gain of $1,692 on the sale of a contract. All costs associated with the Divested Manufacturing Operations are being reflected in Corporate / Manufacturing, with the exception of the write-off of goodwill for which $4,892 and $649 was recorded in the Consumer Products Group and Puritan's Pride segments, respectively.

        Charges related to these divestitures of $5,494 for the three months ended December 31, 2015 were $2,337 for accelerated depreciation and $3,157 of other costs, which primarily relate to inventory write-offs, and are recorded in Facility restructuring charges.

        Cumulative charges since inception of these arrangements totaled $34,987 through December 31, 2015 and include $22,540 for accelerated depreciation, $5,541 for a write off of goodwill associated with the fair value of the business; $2,510 for severance and employee related costs and $6,088 of other costs, which primarily relate to inventory write offs; partially offset by a gain on a transferred contract of $1,692, and are recorded in Facility restructuring charges.

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Inventories

3 Months Ended

Dec. 31, 2015

Inventories

Inventories

4. Inventories

        The components of inventories are as follows:

	December 31, 2015		September 30, 2015
Raw materials	$	167,669	$	178,464
Work-in-process		24,065		20,265
Finished goods		663,459		645,494
Total	$	855,193	$	844,223

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Goodwill and Intangible Assets

3 Months Ended

Dec. 31, 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, 2015	$	611,678		$	293,381		$	199,031	$	1,104,090
Acquisition of Dr. Organic Limited		94,399			—			—		94,399
Foreign currency translation		(4,747	)		(7,171	)		—		(11,918	)
Balance at December 31, 2015	$	701,330		$	286,210		$	199,031	$	1,186,571

        The previously reported amounts have been revised to correct for the impact of the error with regard to the improper recognition of a deferred tax liability related to carryover tax-deductible goodwill (see Note 2). The correction of this error resulted in a reduction in goodwill from what was previously reported in the amounts of $7,129, $3,086 and $3,715 related to the Consumer Products Group, Holland & Barrett International and Puritan's Pride segments, respectively.

        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:

	December 31, 2015				September 30, 2015
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	930,267	$	204,082	$	907,039	$	194,407	10 - 25
Tradenames and other		210,547		28,609		166,575		27,043	20 - 30
		1,140,814		232,691		1,073,614		221,450
Indefinite lived intangible assets:
Tradenames		805,989		—		812,374		—
Total intangible assets	$	1,946,803	$	232,691	$	1,885,988	$	221,450

        Aggregate amortization expense of definite lived intangible assets included in the consolidated statements of operations and comprehensive loss in selling, general and administrative expenses for the three months ended December 31, 2015 and 2014 was $11,644 and $11,358, respectively.

        Assuming no changes in our intangible assets, estimated amortization expense for each of the five succeeding years will be approximately $49,000 per year.

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Long-Term Debt

3 Months Ended

Dec. 31, 2015

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

        The components of long-term debt are as follows:

	December 31, 2015			September 30, 2015
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,450,559		$	1,507,500
Less unamortized debt issuance costs		(26,278	)		(31,046	)
		1,424,281			1,476,454
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(9,484	)		(10,240	)
		640,516			639,760
Long-term obligations under capital lease		46,341			47,440
Completion loan notes (See Note 2)		28,444			—
Other		5,921			—
		2,145,503			2,163,654
Less current portion		(59,814	)		(34,496	)
Total	$	2,085,689		$	2,129,158

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, 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. 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.

        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 December 31, 2015, there were no borrowings drawn from our $175,000 revolving credit facility and there was a letter of credit totaling $6,100, reducing the net availability to $168,900.

        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. An excess cash flow payment of $31,941 was paid in November 2015. Furthermore NBTY made a voluntary prepayment of $25,000 on December 30, 2015. As a result of these two payments, $1,058 of deferred financing costs were written off during the three months ended December 31, 2015. For the fiscal year ending September 30, 2016 we anticipate an excess cash flow payment of approximately $30,000 and have recorded this in Current portion of long-term debt. 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 December 31, 2015.

        The senior secured credit facilities provide that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA/pension plan events, certain change of control events and other customary events of default.

Holdco Notes

        On October 17, 2012 and December 12, 2013, Holdings issued $550,000 and $450,000, respectively, 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 and were funded by dividends from NBTY. 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 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 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.

        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
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
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 December 31, 2015.

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Fair Value of Financial Instruments

3 Months Ended

Dec. 31, 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 assets / (liabilities) measured at fair value on a recurring basis at December 31, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,174	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	14,145

        The following table summarizes the assets / (liabilities) measured at fair value on a recurring basis at September 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,715	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	6,852

        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. As non-performance risk of the Company and the counterparty is present in all swap contracts and is a component of the estimated fair values, and is a significant input to the fair value for our cross currency swap contracts, 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 2.0% to 3.0% (2.7% weighted average) as of December 31, 2015 and 6.1% to 11.4% (9.5% weighted average) as of September 30, 2015.

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

	Three Months Ended December 31,
	2015		2014
Beginning balance:	$	4,137	$	(18,630	)
Unrealized gain on cross currency swaps		7,834		11,748
Ending balance:	$	11,971	$	(6,882	)

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 for the three months ended December 31, 2015 and 2014 was $751 and $1,934, respectively, and is recorded in Miscellaneous, net.

        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 December 31,
	2015				2014
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)		Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	—	$	—	$	(438	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		5,467		—		9,171			—
Total	$	5,467	$	—	$	8,733		$	(1,159	)

Notes

        The fair value of the Notes, based on quoted market prices (Level 2), was approximately $656,000 as of December 31, 2015.

Completion Loan Notes (See Note 2)

        The face value of the completion loan notes issued in connection with the acquisition of Doctor Organic (see Note 2) is £20,000 (approximately $30,166). These notes were recorded at fair value in our Consolidated Balance Sheet on December 7, 2015, the date of acquisition of Doctor Organic, and as a result their carrying value continues to approximate fair value as of December 31, 2015.

Term loan B-2

        The face amount of the term loan B-2 is $1,450,559, which approximates fair value based on Level 2 inputs, as this loan accrues interest at a variable interest rate.

Assets Re-measured at Fair Value on a Non-recurring Basis

        In connection with the sale of Vitamin World, the Company performed an impairment analysis with respect to the assets that will be sold, resulting in an impairment of $11,656 relating to the furniture and fixtures at the retail locations. This impairment analysis utilized unobservable inputs primarily with respect to the future cash flows of the Vitamin World business as well as potential cash flows from a sale transaction. (See Note 14).]

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Litigation Summary

3 Months Ended

Dec. 31, 2015

Litigation Summary

Litigation Summary

8. Litigation Summary

Herbal Dietary Supplements

        In February 2015, the State of New York Office of the Attorney General (the "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. On September 9, 2015, the NY AG sent letters to fourteen separate companies, including NBTY, concerning an additional herbal product. NBTY has fully cooperated with the NY AG; however until these investigations are concluded, no final determination can be made as to its ultimate outcome or the amount of liability, if any, on the part of NBTY.

        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"). 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 investigation and related litigation or the amount of liability, if any, on the part of NBTY.

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; andNunez 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 the 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. The court issued a preliminary approved order on February 1, 2016 preliminarily approving the settlement. 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, captionedJohn 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, the plaintiff filed an appeal to the court's dismissal of the action and that appeal is pending. Oral arguments were held December 10, 2015 and the 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.

Claims in the Ordinary Course

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

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

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Income Taxes

3 Months Ended

Dec. 31, 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 2016 and 2030. Therefore, our overall effective income tax rate could vary.

        The effective income tax rate for the three months ended December 31, 2015 and 2014 was (47.6%) and 35.6%, respectively. Our effective tax rates for the three month periods are different than the federal statutory rate generally due to the impact of state and local taxes in fiscal 2016 and 2015 and the partial reinvestment of foreign earnings in fiscal 2016 as well as a one-time benefit related to the remeasurement of our deferred taxes in the UK due to an enacted tax rate change.

        We accrue interest and penalties related to unrecognized tax benefits in the provision for income taxes. At December 31, 2015, we had accrued $330 and $137 for the potential payment of interest and penalties, respectively. As of December 31, 2015, we were subject to U.S. federal income tax examinations for the tax years 2012 through 2015, and to non-U.S. examinations for tax years 2010 through 2015. In addition, we are generally subject to state and local examinations for fiscal years 2012 through 2015.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Dec. 31, 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 months ended December 31, 2015 and 2014 were as follows:

	Three Months Ended December 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at September 30, 2015	$	(102,779	)	$	—	$	(102,779	)
Other comprehensive income (loss)		(18,746	)		—		(18,746	)
Less: foreign currency translation adjustment attributable to non-controlling interest		574			—		574
Balance at December 31, 2015	$	(120,951	)	$	—	$	(120,951	)

	Three Months Ended December 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,361	)	$	(721	)	$	(29,082	)
Other comprehensive income (loss) before reclassifications		(26,830	)		(438	)		(27,268	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at December 31, 2014	$	(55,191	)	$	—		$	(55,191	)

(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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Business and Credit Concentration

3 Months Ended

Dec. 31, 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 months ended December 31, 2015 and 2014, respectively:

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31,						Three Months Ended December 31,
	2015			2014			2015			2014
Customer A		22	%		18	%		13	%		11	%
Customer B		15	%		17	%		9	%		10	%
Customer C		7	%		11	%		4	%		6	%

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

	December 31, 2015			September 30, 2015
Customer A		16	%		12	%
Customer B		11	%		11	%
Customer C		11	%		9	%

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

Suppliers

        For the quarter ended December 31, 2015 one supplier was in excess of 10% of our inventory purchases.

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Related Party Transactions

3 Months Ended

Dec. 31, 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 months ended December 31, 2015 and 2014, these fees totaled $750 and are recorded in selling, general and administrative expenses. Out of pocket expenditures paid to Carlyle were $434 and $334 for the three months ended December 31, 2015 and 2014, respectively.

Services from Portfolio Companies of Funds Affiliated with Carlyle

        From time to time, we receive services from other portfolio companies of funds that are affiliated with Carlyle, which includes payments for services to one such vendor in the amounts of $3,526 and $62 for the three months ended December 31, 2015 and 2014.

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Segment Information

3 Months Ended

Dec. 31, 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. Our products are sold to the major mass merchandisers, club stores, drug store chains and supermarkets, as well as to online retailers, independent pharmacies, health food stores, the military and other retailers.

•           Holland & Barrett International—This segment operates 1,088 stores including 857 Holland & Barrett stores (including 701 company-owned stores in the UK, 50 in Ireland and one in Sweden; and franchised stores in the following countries: 35 in China, 27 in Singapore, 19 in United Arab Emirates, 11 in Cyprus, five in Malta, four in Kuwait, three in Spain and one in Gibraltar). Holland & Barrett International also operated 167 De Tuinen stores (including cobranded stores) in the Netherlands (of which five were franchises), 18 Essenza stores in Belgium, and 46 GNC/MET-Rx stores in the UK. Holland & Barrett International operates Holland & Barrett retail websites in the UK, Ireland, the Netherlands and Belgium, as well as retail websites for De Tuinen in the Netherlands and the GNC/MET-Rx brands in the UK. The revenue generated by this segment consists of sales of its branded products and third-party products as well as franchise fees. We are in the process of rebranding or cobranding our De Tuinen and Essenza stores to leverage consumer awareness of our Holland & Barrett brand. We are also in the process of rebranding our GNC brand stores to MET-Rx.

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

•           Vitamin World—This segment generates revenue through its 378 owned and operated U.S. Vitamin World stores selling proprietary brand and third-party products, as well as internet-based sales fromwww.vitaminworld.com. In February 2016, the company entered into an agreement to divest this segment. This transaction is expected to close during the second fiscal quarter of fiscal 2016. (See Note 14)

        In the first quarter of our fiscal year ending September 30, 2016, we changed our internal reporting by (i) presenting certain executive compensation within the segment that is managed by such executive rather than within Corporate/Manufacturing and (ii) transferring certain immaterial customers to the Puritan's Pride segment from the Consumer Products Group segment, as that is how this business is now managed. Accordingly, for the three months ended December 31, 2014, we made certain reclassifications to our segment presentation to conform to current period presentation for these above changes.

        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(1)			Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2015:
Net sales	$	472,430	$	218,461	$	61,552	$	49,547		$	801,990	$	—		$	801,990
Income (loss) from operations		46,338		38,839		5,089		(13,137	)		77,129		(35,088	)		42,041
Depreciation and amortization		9,359		6,472		2,914		872			19,617		12,235			31,852
Capital expenditures		7,861		21,228		20		628			29,737		10,301			40,038
Three Months Ended December 31, 2014:
Net sales	$	494,705	$	213,597	$	63,564	$	53,905		$	825,771	$	—		$	825,771
Income (loss) from operations		61,148		46,315		5,677		1,200			114,340		(22,522	)		91,818
Depreciation and amortization		9,002		5,049		2,830		895			17,776		10,289			28,065
Capital expenditures		73		10,703		13		1,023			11,812		7,278			19,090

(1)           Includes an impairment of $11,656 for the three months ended December 31, 2015. (See Note 7 and 14)

        Total assets by segment are as follows:

	December 31, 2015		September 30, 2015
Reportable Business Segments:
Consumer Products Group	$	2,643,347	$	2,535,813
Holland & Barrett International		945,879		941,739
Puritan's Pride		502,636		511,080
Vitamin World		41,941		51,881
Total Reportable Business Segments:		4,133,803		4,040,513
Corporate / Manufacturing		753,594		813,966
Consolidated assets	$	4,887,397	$	4,854,479

        Assets by segment as of December 31, 2015 and September 30, 2015 were revised to reflect the correction of the Company's recording of deferred tax liabilities related to carryover tax-deductible goodwill in the amounts of $7,129, $3,086 and $3,715 related to the Consumer Products Group, Holland & Barrett International and Puritan's Pride segments, respectively.

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Subsequent Event

3 Months Ended

Dec. 31, 2015

Subsequent Event.

Subsequent Event

14. Subsequent Event

        In February 2016, the Company entered into an agreement to sell its Vitamin World segment and certain other assets (including real property) associated with Vitamin World for aggregate consideration of approximately $25,000, consisting of $10,000 in cash, a promissory note with a face value of $15,000 and a warrant to purchase 10% of the equity of the acquiring entity expiring ten years after the closing of the transaction. This transaction is expected to close during the second fiscal quarter of fiscal 2016, and is subject to post-closing adjustments. In conjunction with this divestiture, an impairment of $11,656, which contemplated this potential transaction, was recorded in our first fiscal quarter ended December 31, 2015 and a loss on the sale of the remaining assets will be recorded in the second fiscal quarter of fiscal 2016 based upon the fair value of the expected proceeds. The cumulative expected loss and impairments on this sale will range from $35,000 to $45,000; inclusive of the impairment described above.

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Condensed Consolidating Financial Statements of Guarantors

3 Months Ended

Dec. 31, 2015

Condensed Consolidating Financial Statements of Guarantors

Condensed Consolidating Financial Statements of Guarantors

15. 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 December 31, 2015 and September 30, 2015 and for the three months ended December 31, 2015 and 2014 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) NBTY on a consolidated basis; and
2.	Elimination entries necessary to consolidate NBTY, the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly owned subsidiaries. Under this method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, other comprehensive income, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. For cashflow presentation purposes, cash transfers between the Guarantors and Non-guarantors (the "Operating Entities") are presented as operating activities and cash transfers between the Parent and the Operating Entities are presented as financing cashflows, unless the cash transfers relate to a statutorily recorded dividend or a formally documented loan agreement. Cash transfers which are statutorily recorded as dividends are presented as a financing outflow by the remitting entity and an operating inflow for the receiving entity, provided that the dividends remitted do not exceed the cumulative earnings of the remitting entity at the time the dividend is remitted. Cash transfers related to formally documented loans are treated as financing activities for all entities that are party to the transfer. This financial information should be read in conjunction with the financial statements and other notes related thereto.

        These condensed consolidating financial statements have been revised to reflect the correction of errors as described in Note 2.

Condensed Consolidating Balance Sheet
As of December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,351		$	3,670		$	67,904		$	—		$	204,925
Accounts receivable, net		—			132,087			57,137			—			189,224
Intercompany		14,632			—			71,674			(86,306	)		—
Inventories		—			602,699			252,494			—			855,193
Deferred income taxes		—			56,352			73			—			56,425
Other current assets		876			35,003			38,513			—			74,392
Total current assets		148,859			829,811			487,795			(86,306	)		1,380,159
Property, plant and equipment, net		122,812			218,721			232,293			—			573,826
Goodwill		—			709,968			476,603			—			1,186,571
Other intangible assets, net		—			1,331,187			382,925			—			1,714,112
Other assets		15,021			17,658			50			—			32,729
Intercompany loan receivable		2,438,594			1,400,732			—			(3,839,326	)		—
Investments in subsidiaries		2,269,515			146,921			—			(2,416,436	)		—
Total assets	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397
Liabilities and Shareholders's Equity
Current liabilities:
Current portion of long-term debt	$	30,000		$	—		$	29,814		$	—		$	59,814
Accounts payable		—			202,683			108,455			—			311,138
Intercompany		—			86,306			—			(86,306	)		—
Accrued expenses and other current liabilities		16,806			125,668			56,671			—			199,145
Total current liabilities		46,806			414,657			194,940			(86,306	)		570,097
Intercompany loan payable		1,400,732			2,064,797			373,797			(3,839,326	)		—
Long-term debt, net of current portion		2,034,797			—			50,892			—			2,085,689
Deferred income taxes		—			599,742			78,224			—			677,966
Other liabilities		—			14,133			27,046			—			41,179
Total liabilities		3,482,335			3,093,329			724,899			(3,925,632	)		3,374,931
Noncontrolling interest		103,511			—			103,511			(103,511	)		103,511
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,529,906			1,459,143			743,617			(2,202,760	)		1,529,906
(Accumulated deficit) retained earnings		—			116,857			120,905			(237,762	)		—
Accumulated other comprehensive income (loss)		(120,951	)		(14,331	)		(113,266	)		127,597			(120,951	)
Total shareholder's equity		1,408,955			1,561,669			751,256			(2,312,925	)		1,408,955
Total liabilities and shareholder's equity	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397

Condensed Consolidating Balance Sheet
As of September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	164,443		$	1,344		$	137,563		$	—		$	303,350
Accounts receivable, net		—			149,423			49,270			—			198,693
Intercompany		29,258			—			85,513			(114,771	)		—
Inventories		—			630,013			214,210			—			844,223
Deferred income taxes		—			56,119			75			—			56,194
Other current assets		876			24,148			34,807			—			59,831
Total current assets		194,577			861,047			521,438			(114,771	)		1,462,291
Property, plant and equipment, net		120,977			266,401			218,330			—			605,708
Goodwill		—			709,969			394,121			—			1,104,090
Other intangible assets, net		—			1,341,784			322,754			—			1,664,538
Other assets		7,728			10,066			58			—			17,852
Intercompany loan receivable		2,497,035			1,319,331			—			(3,816,366	)		—
Investments in subsidiaries		2,103,686			146,539			—			(2,250,225	)		—
Total assets	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479
Liabilities and Shareholder's Equity
Current liabilities:
Current portion of long-term debt	$	33,498		$	—		$	998		$	—		$	34,496
Accounts payable		—			188,599			93,880			—			282,479
Intercompany		—			114,771			—			(114,771	)		—
Accrued expenses and other current liabilities		31,971			137,817			79,773			—			249,561
Total current liabilities		65,469			441,187			174,651			(114,771	)		566,536
Intercompany loan payable		1,319,331			2,116,214			380,821			(3,816,366	)		—
Long-term debt, net of current portion		2,082,716			—			46,442			—			2,129,158
Deferred income taxes		—			594,152			68,871			—			663,023
Other liabilities		—			12,731			26,544			—			39,275
Total liabilities		3,467,516			3,164,284			697,329			(3,931,137	)		3,397,992
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,542,584			1,407,725			743,618			(2,151,343	)		1,542,584
(Accumulated deficit) retained earnings		16,682			96,025			110,100			(206,125	)		16,682
Accumulated other comprehensive income (loss)		(102,779	)		(12,897	)		(94,346	)		107,243			(102,779	)
Total shareholder's equity		1,456,487			1,490,853			759,372			(2,250,225	)		1,456,487
Total liabilities and shareholder's equity	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479

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

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	537,364		$	283,548		$	(18,922	)	$	801,990
Costs and expenses:
Cost of sales (See Note 3)		—			336,853			125,213			(18,922	)		443,144
Advertising, promotion and catalog		—			35,331			11,132			—			46,463
Selling, general and administrative		29,261			114,685			109,246			—			253,192
Impairment of Vitamin World assets (See Note 7 and 14)		—			11,656			—			—			11,656
Facility restructuring charges (See Note 3)		—			5,494			—			—			5,494
		29,261			504,019			245,591			(18,922	)		759,949
(Loss) income from operations		(29,261	)		33,345			37,957			—			42,041
Other income (expense):
Intercompany interest		38,605			(33,905	)		(4,700	)		—			—
Interest		(33,905	)		—			(431	)		—			(34,336	)
Miscellaneous, net		(680	)		188			(1,470	)		—			(1,962	)
		4,020			(33,717	)		(6,601	)		—			(36,298	)
(Loss) income before income taxes		(25,241	)		(372	)		31,356			—			5,743
(Benefit) provision for income taxes		(4,850	)		(136	)		2,251			—			(2,735	)
Equity in income of subsidiaries		29,008			2,768			—			(31,776	)		—
Net income (loss)		8,617			2,532			29,105			(31,776	)		8,478
Deduct net loss attributable to noncontrolling interests		—			—			(139	)		—			(139	)
Net income (loss) attributable to NBTY, Inc.	$	8,617		$	2,532		$	29,244		$	(31,776	)	$	8,617
Net income (loss)	$	8,617		$	2,532		$	29,105		$	(31,776	)	$	8,478
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment,
net of taxes		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Change in fair value of interest rate swaps,
net of taxes		—			—			—			—			—
Total other comprehensive income (loss), net of tax		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Comprehensive income (loss)	$	(10,129	)	$	1,098		$	9,611		$	(10,848	)	$	(10,268	)
Less: Net loss attributable to non-controlling interests		—			—			(139	)		—			(139	)
Less : Foreign currency translation adjustment attributable to non-controlling interest		—			—			(574	)		—			(574	)
Comprehensive loss attributable to non-controlling interest		—			—			(713	)		—			(713	)
Comprehensive (loss) income attributable to NBTY, Inc.	$	(10,129	)	$	1,098		$	10,324		$	(10,848	)	$	(9,555	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
For three months ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	557,361		$	289,017		$	(20,607	)	$	825,771
Costs and expenses:
Cost of sales		—			342,653			126,841			(20,607	)		448,887
Advertising, promotion and catalog		—			34,947			11,947			—			46,894
Selling, general and administrative		22,890			114,937			100,345			—			238,172
		22,890			492,537			239,133			(20,607	)		733,953
Income (loss) from operations		(22,890	)		64,824			49,884			—			91,818
Other income (expense):
Intercompany interest		39,809			(34,781	)		(5,028	)		—			—
Interest		(34,781	)		65			(31	)		—			(34,747	)
Miscellaneous, net		(1,746	)		(843	)		1,234			—			(1,355	)
		3,282			(35,559	)		(3,825	)		—			(36,102	)
Income (loss) before income taxes		(19,608	)		29,265			46,059			—			55,716
Provision (benefit) for income taxes		(1,166	)		10,612			10,363			—			19,809
Equity in income of subsidiaries		54,349			6,333			—			(60,682	)		—
Net income (loss)		35,907			24,986			35,696			(60,682	)		35,907
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(26,830	)		(4,253	)		(28,398	)		32,651			(26,830	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive income (loss), net of tax		(26,109	)		(3,532	)		(28,398	)		31,930			(26,109	)
Comprehensive income (loss)	$	9,798		$	21,454		$	7,298		$	(28,752	)	$	9,798

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,049	)	$	84,026		$	9,952		$	(18,300	)	$	64,629
Cash flows from investing activities:
Purchase of property, plant and equipment		(7,029	)		(7,317	)		(25,692	)		—			(40,038	)
Proceeds from sale of bar assets		—			7,910			—			—			7,910
Proceeds from sale of property, plant and equipment		—			384			—			—			384
Cash paid for acquisition, net of cash acquired		—			—			(45,011	)		—			(45,011	)
Net cash used in investing activities		(7,029	)		977			(70,703	)		—			(76,755	)
Cash flows from financing activities:
Principal payments under long-term agreements		(56,941	)		—			—			—			(56,941	)
Proceeds from issuance of debt		—			—			6,123			—			6,123
Dividends paid		(38,750	)		—			(18,300	)		18,300			(38,750	)
Intercompany accounts		82,677			(82,677	)		—			—			—
Net cash used in financing activities		(13,014	)		(82,677	)		(12,177	)		18,300			(89,568	)
Effect of exchange rate changes on cash		—			—			3,269			—			3,269
Net increase in cash and cash equivalents		(31,092	)		2,326			(69,659	)		—			(98,425	)
Cash and cash equivalents at beginning of period		164,443			1,344			137,563			—			303,350
Cash and cash equivalents at end of period	$	133,351		$	3,670		$	67,904		$	—		$	204,925

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(24,334	)	$	142,688		$	23,505		$	(8,789	)	$	133,070
Cash flows from investing activities:
Purchase of property, plant and equipment		(8,954	)		(1,009	)		(9,127	)		—			(19,090	)
Proceeds from sale of property, plant and equipment		—			193			—						193
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(15,954	)		(816	)		(9,127	)		7,000			(18,897	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(67	)		—			(67	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		138,949			(138,949	)		—			—			—
Net cash used in financing activities		99,588			(138,949	)		(1,856	)		1,789			(39,428	)
Effect of exchange rate changes on cash		—			—			(2,186	)		—			(2,186	)
Net increase in cash and cash equivalents		59,300			2,923			10,336			—			72,559
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	136,850		$	3,674		$	71,523		$	—		$	212,047

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Basis of Presentation (Policies)

3 Months Ended

Dec. 31, 2015

Basis of Presentation

Revision to Financial Statements

Revision to Financial Statements

        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. Accordingly, the Company restated those periods.

        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:

•           During the first quarter of fiscal 2015, the Company recorded an out-of-period adjustment to cost of sales and label inventory of $3,707. 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.

•           During the second and third quarters 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 expensed during the period of use.

        The Company concluded that the aggregate impact of these errors resulted in a material misstatement to its consolidated financial statements for the three and nine months ended June 30, 2015. In connection with the Company's restatement of those interim consolidated financial statements the Company revised its historical financial statements to reflect the impact of the correction of the accounting policies noted above. The impact of correcting these policies was recorded as an adjustment to Shareholder's Equity as of September 30, 2012. Therefore, the Consolidated Statements of Shareholder's Equity and the Consolidated Balance Sheet have been revised to reflect this change. There was no change to the previously reported Consolidated Statements of Operations and Comprehensive Income (Loss), for these adjustments as the impact to the Company's results of operations for all previously reported periods was de minimis. Furthermore, there was no change to the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

        During the second quarter of 2016, the Company identified errors related to its previously issued financial statements that the Company concluded, based on its evaluation of both quantitative and qualitative factors, were not material to any of its previously issued consolidated financial statements:

•           In accounting for deferred taxes related to certain of the Company's long-lived assets recorded in connection with the acquisition of the Company by Carlyle, inclusive of intangible assets and property, plant and equipment, the Company did not properly consider the implications of income tax and foreign currency rate changes when recording deferred taxes at the end of each reporting period. The correction of these errors results in the reduction of long-term deferred income tax liabilities of $45,235 and $38,671 as of December 31, 2015 and September 30, 2015, respectively, the reduction in Provision (benefit) for income taxes of $4,680 for the three months ended December 31, 2015 and an increase in Foreign currency translation adjustments of $1,884 and $3,477, for the three months December 31, 2015 and 2014, respectively. Accordingly, the Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss) and Statements of Stockholders' Equity have been revised, as applicable, to reflect these changes. The impact of these errors for fiscal periods prior to 2013 but subsequent to the acquisition of the Company by Carlyle was recorded as an adjustment to Shareholder's Equity as of September 30, 2012.

•           In accounting for the acquisition of the Company by Carlyle, the Company improperly recorded a deferred tax liability related to carryover tax-deductible goodwill resulting in an overstatement of its long-term deferred tax liabilities and goodwill in the amount of $13,930. The Consolidated Balance Sheets have been revised to reflect this change.

        The correction of these errors had no impact on the total captions as reported in the Consolidated Statements of Cash Flows and no impact on any covenants contained in its debt agreements.

The aggregate impact of these revisions to correct the previously issued financial statements is follows:

	December 31, 2015									September 30, 2015
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Balance Sheets
Goodwill	$	1,200,501		$	(13,930	)	$	1,186,571		$	1,118,020		$	(13,930	)	$	1,104,090
Total assets	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479
Deferred income taxes	$	723,201		$	(45,235	)	$	677,966		$	701,694		$	(38,671	)	$	663,023
Total liabilities	$	3,420,166		$	(45,235	)	$	3,374,931		$	3,436,663		$	(38,671	)	$	3,397,992
Capital in excess of par	$	1,507,408		$	22,498		$	1,529,906		$	1,542,584		$	—		$	1,542,584
Retained earnings	$	—		$	—		$	—		$	(1,136	)	$	17,818		$	16,682
Accumulated other comprehensive loss	$	(129,758	)	$	8,807		$	(120,951	)	$	(109,702	)	$	6,923		$	(102,779	)
Total shareholder's equity	$	1,377,650		$	31,305		$	1,408,955		$	1,431,746		$	24,741		$	1,456,487
Total liabilities and shareholder's equity	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	$	443,144		$	—		$	443,144		$	445,180		$	3,707		$	448,887
Total costs and expenses	$	759,949		$	—		$	759,949		$	730,246		$	3,707		$	733,953
Income from operations	$	42,041		$	—		$	42,041		$	95,525		$	(3,707	)	$	91,818
Income from operations before income taxes	$	5,743		$	—		$	5,743		$	59,423		$	(3,707	)	$	55,716
(Benefit) provision for income taxes	$	1,945		$	(4,680	)	$	(2,735	)	$	21,232		$	(1,423	)	$	19,809
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Net (loss) income attributable to NBTY, Inc.	$	3,937		$	4,680		$	8,617		$	38,191		$	(2,284	)	$	35,907
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	$	(20,630	)	$	1,884		$	(18,746	)	$	(30,307	)	$	3,477		$	(26,830	)
Total other comprehensive loss, net of tax:	$	(20,630	)	$	1,884		$	(18,746	)	$	(29,586	)	$	3,477		$	(26,109	)
Comprehensive loss	$	(16,832	)	$	6,564		$	(10,268	)	$	8,606		$	1,192		$	9,798
Comprehensive loss attributable to NBTY, Inc.	$	(16,119	)	$	6,564		$	(9,555	)	$	8,606		$	1,192		$	9,798

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statement of Cash Flows
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Inventories	$	10,024		$	—		$	10,024		$	37,604		$	3,707		$	41,311
Deferred income taxes	$	5,499		$	(4,680	)	$	819		$	(256	)	$	—		$	(256	)
Net cash provided by operating activities	$	64,629		$	—		$	64,629		$	133,070		$	—		$	133,070
Accrued expenses and other liabilities	$	(56,537	)	$	—		$	(56,537	)	$	(15,390	)	$	(1,423	)		(16,813	)

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; income taxes, and accruals for the outcome of current litigation.

Accounts Receivable Reserves

Accounts Receivable Reserves

        Accounts receivable are presented net of the following reserves:

	December 31, 2015		September 30, 2015
Promotional program incentive allowances	$	102,758	$	84,088
Allowance for sales returns		18,282		17,080
Allowance for doubtful accounts		2,632		2,600
Other accounts receivable allowances		3,516		3,091
	$	127,188	$	106,859

Redeemable non-controlling interest

Redeemable non-controlling interest

        In December 2015, we acquired a controlling interest in Dr. Organic Limited ("Dr. Organic"). The Company assessed the terms of the redemption features related to the non-controlling interest ("NCI") and concluded that based on the nature of those features the NCI should be accounted for as redeemable non-controlling interest. Accordingly, the NCI is classified outside of stockholders' equity in the Consolidated Balance Sheets as temporary equity under the caption, Redeemable non-controlling interest. The Company measures the NCI at its redemption value at the end of each period and if the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value.

        Net income attributable to the NCI reflects the portion of the net income (loss) of the consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company.

        The changes in the temporary equity attributable to the redeemable NCI for the three months ended December 31, 2015 are as follows:

	Equity attributable to redeemable non-controlling interest
Balance at September 30, 2015	$	—
Issuance of non-controlling interest—Doctor Organic Limited		104,224
Net loss attributable to non-controlling interests		(139	)
Other comprehensive loss		(574	)
Balance at December 31, 2015	$	103,511

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 would have been 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 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 October 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.

        In November 2015, the Financial Accounting Standards Board issued guidance which requires all deferred tax assets and liabilities to be presented in the balance sheet as noncurrent. This guidance is effective for us on October 1, 2017. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis and will not have a material impact on our Consolidated Balance Sheets.

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Basis of Presentation (Tables)

3 Months Ended

Dec. 31, 2015

Basis of Presentation

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

	December 31, 2015									September 30, 2015
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Balance Sheets
Goodwill	$	1,200,501		$	(13,930	)	$	1,186,571		$	1,118,020		$	(13,930	)	$	1,104,090
Total assets	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479
Deferred income taxes	$	723,201		$	(45,235	)	$	677,966		$	701,694		$	(38,671	)	$	663,023
Total liabilities	$	3,420,166		$	(45,235	)	$	3,374,931		$	3,436,663		$	(38,671	)	$	3,397,992
Capital in excess of par	$	1,507,408		$	22,498		$	1,529,906		$	1,542,584		$	—		$	1,542,584
Retained earnings	$	—		$	—		$	—		$	(1,136	)	$	17,818		$	16,682
Accumulated other comprehensive loss	$	(129,758	)	$	8,807		$	(120,951	)	$	(109,702	)	$	6,923		$	(102,779	)
Total shareholder's equity	$	1,377,650		$	31,305		$	1,408,955		$	1,431,746		$	24,741		$	1,456,487
Total liabilities and shareholder's equity	$	4,901,327		$	(13,930	)	$	4,887,397		$	4,868,409		$	(13,930	)	$	4,854,479

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	$	443,144		$	—		$	443,144		$	445,180		$	3,707		$	448,887
Total costs and expenses	$	759,949		$	—		$	759,949		$	730,246		$	3,707		$	733,953
Income from operations	$	42,041		$	—		$	42,041		$	95,525		$	(3,707	)	$	91,818
Income from operations before income taxes	$	5,743		$	—		$	5,743		$	59,423		$	(3,707	)	$	55,716
(Benefit) provision for income taxes	$	1,945		$	(4,680	)	$	(2,735	)	$	21,232		$	(1,423	)	$	19,809
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Net (loss) income attributable to NBTY, Inc.	$	3,937		$	4,680		$	8,617		$	38,191		$	(2,284	)	$	35,907
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	$	(20,630	)	$	1,884		$	(18,746	)	$	(30,307	)	$	3,477		$	(26,830	)
Total other comprehensive loss, net of tax:	$	(20,630	)	$	1,884		$	(18,746	)	$	(29,586	)	$	3,477		$	(26,109	)
Comprehensive loss	$	(16,832	)	$	6,564		$	(10,268	)	$	8,606		$	1,192		$	9,798
Comprehensive loss attributable to NBTY, Inc.	$	(16,119	)	$	6,564		$	(9,555	)	$	8,606		$	1,192		$	9,798

	Three months ended December 31, 2015									Three months ended December 31, 2014
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
Consolidated Statement of Cash Flows
Net income (loss)	$	3,798		$	4,680		$	8,478		$	38,191		$	(2,284	)	$	35,907
Inventories	$	10,024		$	—		$	10,024		$	37,604		$	3,707		$	41,311
Deferred income taxes	$	5,499		$	(4,680	)	$	819		$	(256	)	$	—		$	(256	)
Net cash provided by operating activities	$	64,629		$	—		$	64,629		$	133,070		$	—		$	133,070
Accrued expenses and other liabilities	$	(56,537	)	$	—		$	(56,537	)	$	(15,390	)	$	(1,423	)		(16,813	)

Schedule of accounts receivable reserves

	December 31, 2015		September 30, 2015
Promotional program incentive allowances	$	102,758	$	84,088
Allowance for sales returns		18,282		17,080
Allowance for doubtful accounts		2,632		2,600
Other accounts receivable allowances		3,516		3,091
	$	127,188	$	106,859

Schedule of changes in the temporary equity attributable to the redeemable NCI

	Equity attributable to redeemable non-controlling interest
Balance at September 30, 2015	$	—
Issuance of non-controlling interest—Doctor Organic Limited		104,224
Net loss attributable to non-controlling interests		(139	)
Other comprehensive loss		(574	)
Balance at December 31, 2015	$	103,511

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Acquisition of Dr. Organic (Tables)

3 Months Ended

Dec. 31, 2015

Acquisition of Dr. Organic

Schedule of allocation of the purchase price

Fair value of consideration:
Cash	$	50,353
Completion loan notes at fair value		28,931
Redeemable non-controlling interest		104,224
Less:
Settlement of payables due to Dr. Organic		(6,032	)
Cash and cash equivalents acquired		(5,342	)
	$	172,134
Allocated to:
Assets:
Accounts receivable	$	7,922
Inventories		22,474
Other current assets		2,045
Property, plant, and equipment		276
Intangibles assets		70,438
Liabilities:
Accounts payable		(7,175	)
Accrued expenses and other current liabilities		(3,059	)
Deferred income taxes		(15,186	)
Net assets acquired		77,735
Goodwill	$	94,399

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Inventories (Tables)

3 Months Ended

Dec. 31, 2015

Inventories

Schedule of components of inventories

	December 31, 2015		September 30, 2015
Raw materials	$	167,669	$	178,464
Work-in-process		24,065		20,265
Finished goods		663,459		645,494
Total	$	855,193	$	844,223

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Dec. 31, 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, 2015	$	611,678		$	293,381		$	199,031	$	1,104,090
Acquisition of Dr. Organic Limited		94,399			—			—		94,399
Foreign currency translation		(4,747	)		(7,171	)		—		(11,918	)
Balance at December 31, 2015	$	701,330		$	286,210		$	199,031	$	1,186,571

Schedule of carrying amounts of acquired other intangible assets

	December 31, 2015				September 30, 2015
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets:
Brands and customer relationships	$	930,267	$	204,082	$	907,039	$	194,407	10 - 25
Tradenames and other		210,547		28,609		166,575		27,043	20 - 30
		1,140,814		232,691		1,073,614		221,450
Indefinite lived intangible assets:
Tradenames		805,989		—		812,374		—
Total intangible assets	$	1,946,803	$	232,691	$	1,885,988	$	221,450

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Long-Term Debt (Tables)

3 Months Ended

Dec. 31, 2015

Long-Term Debt

Schedule of components of long-term debt

	December 31, 2015			September 30, 2015
Senior Secured Credit Facilities:
Term loan B-2
Principal amount	$	1,450,559		$	1,507,500
Less unamortized debt issuance costs		(26,278	)		(31,046	)
		1,424,281			1,476,454
Notes
Principal amount		650,000			650,000
Less unamortized debt issuance costs		(9,484	)		(10,240	)
		640,516			639,760
Long-term obligations under capital lease		46,341			47,440
Completion loan notes (See Note 2)		28,444			—
Other		5,921			—
		2,145,503			2,163,654
Less current portion		(59,814	)		(34,496	)
Total	$	2,085,689		$	2,129,158

Schedule of redemption prices of Holdco Notes

Period	Redemption Price
2015		101.00	%
2016 and thereafter		100.00	%

Schedule of redemption prices of Notes

Period	Redemption Price
2015		102.25	%
2016 and thereafter		100.00	%

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Dec. 31, 2015

Fair Value of Financial Instruments

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

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

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,174	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	14,145

        The following table summarizes the assets / (liabilities) measured at fair value on a recurring basis at September 30, 2015:

	Level 1		Level 2		Level 3
Current (included in accrued expenses and other current liabilities):
Cross currency swaps	$	—	$	—	$	(2,715	)
Non-current (included in other assets):
Cross currency swaps	$	—	$	—	$	6,852

Schedule of the Level 3 activity related to cross currency swaps

	Three Months Ended December 31,
	2015		2014
Beginning balance:	$	4,137	$	(18,630	)
Unrealized gain on cross currency swaps		7,834		11,748
Ending balance:	$	11,971	$	(6,882	)

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

	Three Months Ended December 31,
	2015				2014
	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)		Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)			Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Cash Flow Hedges:
Interest rate swaps	$	—	$	—	$	(438	)	$	(1,159	)
Net Investment Hedges:
Cross currency swaps		5,467		—		9,171			—
Total	$	5,467	$	—	$	8,733		$	(1,159	)

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income (Loss).

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

	Three Months Ended December 31, 2015(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges		Total
Balance at September 30, 2015	$	(102,779	)	$	—	$	(102,779	)
Other comprehensive income (loss)		(18,746	)		—		(18,746	)
Less: foreign currency translation adjustment attributable to non-controlling interest		574			—		574
Balance at December 31, 2015	$	(120,951	)	$	—	$	(120,951	)

	Three Months Ended December 31, 2014(1)
	Foreign currency translation adjustments			Gains and losses on cash flow hedges			Total
Balance at September 30, 2014	$	(28,361	)	$	(721	)	$	(29,082	)
Other comprehensive income (loss) before reclassifications		(26,830	)		(438	)		(27,268	)
Amounts reclassified from accumulated other comprehensive income (loss)(2)		—			1,159			1,159
Balance at December 31, 2014	$	(55,191	)	$	—		$	(55,191	)

(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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Business and Credit Concentration (Tables)

3 Months Ended

Dec. 31, 2015

Business and Credit Concentration

Schedule of specified customers percentages accounted for

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

	Consumer Products Group Segment Net Sales						Total Consolidated Net Sales
	Three Months Ended December 31,						Three Months Ended December 31,
	2015			2014			2015			2014
Customer A		22	%		18	%		13	%		11	%
Customer B		15	%		17	%		9	%		10	%
Customer C		7	%		11	%		4	%		6	%

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

	December 31, 2015			September 30, 2015
Customer A		16	%		12	%
Customer B		11	%		11	%
Customer C		11	%		9	%

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Segment Information (Tables)

3 Months Ended

Dec. 31, 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(1)			Total		Corporate/ Manufacturing			Consolidated
Three Months Ended December 31, 2015:
Net sales	$	472,430	$	218,461	$	61,552	$	49,547		$	801,990	$	—		$	801,990
Income (loss) from operations		46,338		38,839		5,089		(13,137	)		77,129		(35,088	)		42,041
Depreciation and amortization		9,359		6,472		2,914		872			19,617		12,235			31,852
Capital expenditures		7,861		21,228		20		628			29,737		10,301			40,038
Three Months Ended December 31, 2014:
Net sales	$	494,705	$	213,597	$	63,564	$	53,905		$	825,771	$	—		$	825,771
Income (loss) from operations		61,148		46,315		5,677		1,200			114,340		(22,522	)		91,818
Depreciation and amortization		9,002		5,049		2,830		895			17,776		10,289			28,065
Capital expenditures		73		10,703		13		1,023			11,812		7,278			19,090

(1)           Includes an impairment of $11,656 for the three months ended December 31, 2015. (See Note 7 and 14)

Schedule of total assets by segment

	December 31, 2015		September 30, 2015
Reportable Business Segments:
Consumer Products Group	$	2,643,347	$	2,535,813
Holland & Barrett International		945,879		941,739
Puritan's Pride		502,636		511,080
Vitamin World		41,941		51,881
Total Reportable Business Segments:		4,133,803		4,040,513
Corporate / Manufacturing		753,594		813,966
Consolidated assets	$	4,887,397	$	4,854,479

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Condensed Consolidating Financial Statements of Guarantors (Tables)

3 Months Ended

Dec. 31, 2015

Condensed Consolidating Financial Statements of Guarantors

Schedule of condensed consolidating balance sheet

Condensed Consolidating Balance Sheet
As of December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,351		$	3,670		$	67,904		$	—		$	204,925
Accounts receivable, net		—			132,087			57,137			—			189,224
Intercompany		14,632			—			71,674			(86,306	)		—
Inventories		—			602,699			252,494			—			855,193
Deferred income taxes		—			56,352			73			—			56,425
Other current assets		876			35,003			38,513			—			74,392
Total current assets		148,859			829,811			487,795			(86,306	)		1,380,159
Property, plant and equipment, net		122,812			218,721			232,293			—			573,826
Goodwill		—			709,968			476,603			—			1,186,571
Other intangible assets, net		—			1,331,187			382,925			—			1,714,112
Other assets		15,021			17,658			50			—			32,729
Intercompany loan receivable		2,438,594			1,400,732			—			(3,839,326	)		—
Investments in subsidiaries		2,269,515			146,921			—			(2,416,436	)		—
Total assets	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397
Liabilities and Shareholders's Equity
Current liabilities:
Current portion of long-term debt	$	30,000		$	—		$	29,814		$	—		$	59,814
Accounts payable		—			202,683			108,455			—			311,138
Intercompany		—			86,306			—			(86,306	)		—
Accrued expenses and other current liabilities		16,806			125,668			56,671			—			199,145
Total current liabilities		46,806			414,657			194,940			(86,306	)		570,097
Intercompany loan payable		1,400,732			2,064,797			373,797			(3,839,326	)		—
Long-term debt, net of current portion		2,034,797			—			50,892			—			2,085,689
Deferred income taxes		—			599,742			78,224			—			677,966
Other liabilities		—			14,133			27,046			—			41,179
Total liabilities		3,482,335			3,093,329			724,899			(3,925,632	)		3,374,931
Noncontrolling interest		103,511			—			103,511			(103,511	)		103,511
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,529,906			1,459,143			743,617			(2,202,760	)		1,529,906
(Accumulated deficit) retained earnings		—			116,857			120,905			(237,762	)		—
Accumulated other comprehensive income (loss)		(120,951	)		(14,331	)		(113,266	)		127,597			(120,951	)
Total shareholder's equity		1,408,955			1,561,669			751,256			(2,312,925	)		1,408,955
Total liabilities and shareholder's equity	$	4,994,801		$	4,654,998		$	1,579,666		$	(6,342,068	)	$	4,887,397

Condensed Consolidating Balance Sheet
As of September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	164,443		$	1,344		$	137,563		$	—		$	303,350
Accounts receivable, net		—			149,423			49,270			—			198,693
Intercompany		29,258			—			85,513			(114,771	)		—
Inventories		—			630,013			214,210			—			844,223
Deferred income taxes		—			56,119			75			—			56,194
Other current assets		876			24,148			34,807			—			59,831
Total current assets		194,577			861,047			521,438			(114,771	)		1,462,291
Property, plant and equipment, net		120,977			266,401			218,330			—			605,708
Goodwill		—			709,969			394,121			—			1,104,090
Other intangible assets, net		—			1,341,784			322,754			—			1,664,538
Other assets		7,728			10,066			58			—			17,852
Intercompany loan receivable		2,497,035			1,319,331			—			(3,816,366	)		—
Investments in subsidiaries		2,103,686			146,539			—			(2,250,225	)		—
Total assets	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479
Liabilities and Shareholder's Equity
Current liabilities:
Current portion of long-term debt	$	33,498		$	—		$	998		$	—		$	34,496
Accounts payable		—			188,599			93,880			—			282,479
Intercompany		—			114,771			—			(114,771	)		—
Accrued expenses and other current liabilities		31,971			137,817			79,773			—			249,561
Total current liabilities		65,469			441,187			174,651			(114,771	)		566,536
Intercompany loan payable		1,319,331			2,116,214			380,821			(3,816,366	)		—
Long-term debt, net of current portion		2,082,716			—			46,442			—			2,129,158
Deferred income taxes		—			594,152			68,871			—			663,023
Other liabilities		—			12,731			26,544			—			39,275
Total liabilities		3,467,516			3,164,284			697,329			(3,931,137	)		3,397,992
Commitments and contingencies
Shareholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,542,584			1,407,725			743,618			(2,151,343	)		1,542,584
(Accumulated deficit) retained earnings		16,682			96,025			110,100			(206,125	)		16,682
Accumulated other comprehensive income (loss)		(102,779	)		(12,897	)		(94,346	)		107,243			(102,779	)
Total shareholder's equity		1,456,487			1,490,853			759,372			(2,250,225	)		1,456,487
Total liabilities and shareholder's equity	$	4,924,003		$	4,655,137		$	1,456,701		$	(6,181,362	)	$	4,854,479

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

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

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	537,364		$	283,548		$	(18,922	)	$	801,990
Costs and expenses:
Cost of sales (See Note 3)		—			336,853			125,213			(18,922	)		443,144
Advertising, promotion and catalog		—			35,331			11,132			—			46,463
Selling, general and administrative		29,261			114,685			109,246			—			253,192
Impairment of Vitamin World assets (See Note 7 and 14)		—			11,656			—			—			11,656
Facility restructuring charges (See Note 3)		—			5,494			—			—			5,494
		29,261			504,019			245,591			(18,922	)		759,949
(Loss) income from operations		(29,261	)		33,345			37,957			—			42,041
Other income (expense):
Intercompany interest		38,605			(33,905	)		(4,700	)		—			—
Interest		(33,905	)		—			(431	)		—			(34,336	)
Miscellaneous, net		(680	)		188			(1,470	)		—			(1,962	)
		4,020			(33,717	)		(6,601	)		—			(36,298	)
(Loss) income before income taxes		(25,241	)		(372	)		31,356			—			5,743
(Benefit) provision for income taxes		(4,850	)		(136	)		2,251			—			(2,735	)
Equity in income of subsidiaries		29,008			2,768			—			(31,776	)		—
Net income (loss)		8,617			2,532			29,105			(31,776	)		8,478
Deduct net loss attributable to noncontrolling interests		—			—			(139	)		—			(139	)
Net income (loss) attributable to NBTY, Inc.	$	8,617		$	2,532		$	29,244		$	(31,776	)	$	8,617
Net income (loss)	$	8,617		$	2,532		$	29,105		$	(31,776	)	$	8,478
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment,
net of taxes		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Change in fair value of interest rate swaps,
net of taxes		—			—			—			—			—
Total other comprehensive income (loss), net of tax		(18,746	)		(1,434	)		(19,494	)		20,928			(18,746	)
Comprehensive income (loss)	$	(10,129	)	$	1,098		$	9,611		$	(10,848	)	$	(10,268	)
Less: Net loss attributable to non-controlling interests		—			—			(139	)		—			(139	)
Less : Foreign currency translation adjustment attributable to non-controlling interest		—			—			(574	)		—			(574	)
Comprehensive loss attributable to non-controlling interest		—			—			(713	)		—			(713	)
Comprehensive (loss) income attributable to NBTY, Inc.	$	(10,129	)	$	1,098		$	10,324		$	(10,848	)	$	(9,555	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
For three months ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	557,361		$	289,017		$	(20,607	)	$	825,771
Costs and expenses:
Cost of sales		—			342,653			126,841			(20,607	)		448,887
Advertising, promotion and catalog		—			34,947			11,947			—			46,894
Selling, general and administrative		22,890			114,937			100,345			—			238,172
		22,890			492,537			239,133			(20,607	)		733,953
Income (loss) from operations		(22,890	)		64,824			49,884			—			91,818
Other income (expense):
Intercompany interest		39,809			(34,781	)		(5,028	)		—			—
Interest		(34,781	)		65			(31	)		—			(34,747	)
Miscellaneous, net		(1,746	)		(843	)		1,234			—			(1,355	)
		3,282			(35,559	)		(3,825	)		—			(36,102	)
Income (loss) before income taxes		(19,608	)		29,265			46,059			—			55,716
Provision (benefit) for income taxes		(1,166	)		10,612			10,363			—			19,809
Equity in income of subsidiaries		54,349			6,333			—			(60,682	)		—
Net income (loss)		35,907			24,986			35,696			(60,682	)		35,907
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(26,830	)		(4,253	)		(28,398	)		32,651			(26,830	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721
Total other comprehensive income (loss), net of tax		(26,109	)		(3,532	)		(28,398	)		31,930			(26,109	)
Comprehensive income (loss)	$	9,798		$	21,454		$	7,298		$	(28,752	)	$	9,798

Schedule of condensed consolidating statement of cash flows

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,049	)	$	84,026		$	9,952		$	(18,300	)	$	64,629
Cash flows from investing activities:
Purchase of property, plant and equipment		(7,029	)		(7,317	)		(25,692	)		—			(40,038	)
Proceeds from sale of bar assets		—			7,910			—			—			7,910
Proceeds from sale of property, plant and equipment		—			384			—			—			384
Cash paid for acquisition, net of cash acquired		—			—			(45,011	)		—			(45,011	)
Net cash used in investing activities		(7,029	)		977			(70,703	)		—			(76,755	)
Cash flows from financing activities:
Principal payments under long-term agreements		(56,941	)		—			—			—			(56,941	)
Proceeds from issuance of debt		—			—			6,123			—			6,123
Dividends paid		(38,750	)		—			(18,300	)		18,300			(38,750	)
Intercompany accounts		82,677			(82,677	)		—			—			—
Net cash used in financing activities		(13,014	)		(82,677	)		(12,177	)		18,300			(89,568	)
Effect of exchange rate changes on cash		—			—			3,269			—			3,269
Net increase in cash and cash equivalents		(31,092	)		2,326			(69,659	)		—			(98,425	)
Cash and cash equivalents at beginning of period		164,443			1,344			137,563			—			303,350
Cash and cash equivalents at end of period	$	133,351		$	3,670		$	67,904		$	—		$	204,925

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(24,334	)	$	142,688		$	23,505		$	(8,789	)	$	133,070
Cash flows from investing activities:
Purchase of property, plant and equipment		(8,954	)		(1,009	)		(9,127	)		—			(19,090	)
Proceeds from sale of property, plant and equipment		—			193			—						193
Investment in subsidiary		(7,000	)		—			—			7,000			—
Net cash used in investing activities		(15,954	)		(816	)		(9,127	)		7,000			(18,897	)
Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(67	)		—			(67	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		138,949			(138,949	)		—			—			—
Net cash used in financing activities		99,588			(138,949	)		(1,856	)		1,789			(39,428	)
Effect of exchange rate changes on cash		—			—			(2,186	)		—			(2,186	)
Net increase in cash and cash equivalents		59,300			2,923			10,336			—			72,559
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488
Cash and cash equivalents at end of period	$	136,850		$	3,674		$	71,523		$	—		$	212,047

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Basis of Presentation - Revisions (Details) - Adjustment - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015
Revision to Financial Statements
Accelerated depreciation charges	$ 4,904			$ 6,539
Benefit from adjustment to correct inventory, which is included in income (loss) from operations			$ 3,707
Benefit from adjustment to correct prepaid rent, which is included in income (loss) from operations	$ 3,252	$ 3,252

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Basis of Presentation - Revision of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Consolidated Balance Sheets
Goodwill	$ 1,186,571	$ 1,104,090
Total assets	4,887,397	4,854,479
Deferred income taxes	677,966	663,023
Total liabilities	3,374,931	3,397,992
Capital in excess of par	1,529,906	1,542,584
Retained earnings		16,682
Accumulated other comprehensive loss	(120,951)	(102,779)
Total shareholder's equity	1,408,955	1,456,487
Total liabilities and shareholder's equity	4,887,397	4,854,479
As Reported
Consolidated Balance Sheets
Goodwill	1,200,501	1,118,020
Total assets	4,901,327	4,868,409
Deferred income taxes	723,201	701,694
Total liabilities	3,420,166	3,436,663
Capital in excess of par	1,507,408	1,542,584
Retained earnings		(1,136)
Accumulated other comprehensive loss	(129,758)	(109,702)
Total shareholder's equity	1,377,650	1,431,746
Total liabilities and shareholder's equity	4,901,327	4,868,409
Adjustment
Consolidated Balance Sheets
Goodwill	(13,930)	(13,930)
Total assets	(13,930)	(13,930)
Deferred income taxes	(45,235)	(38,671)
Total liabilities	(45,235)	(38,671)
Capital in excess of par	22,498
Retained earnings		17,818
Accumulated other comprehensive loss	8,807	6,923
Total shareholder's equity	31,305	24,741
Total liabilities and shareholder's equity	$ (13,930)	$ (13,930)

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Basis of Presentation - Revision of Consolidated Statements of Income and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	$ 443,144	$ 448,887
Total costs and expenses	759,949	733,953
Income from operations	42,041	91,818
Income from operations before income taxes	5,743	55,716
(Benefit) provision for income taxes	(2,735)	19,809
Net income (loss)	8,478	35,907
Net (loss) income attributable to NBTY, Inc.	8,617	35,907
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	(18,746)	(26,830)
Foreign currency translation adjustment, tax expense (benefit)	(997)	396
Total other comprehensive (loss) income, net of tax	(18,746)	(26,109)
Comprehensive loss	(10,268)	9,798
Comprehensive (loss) income	(9,555)	9,798
As Reported
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)	443,144	445,180
Total costs and expenses	759,949	730,246
Income from operations	42,041	95,525
Income from operations before income taxes	5,743	59,423
(Benefit) provision for income taxes	1,945	21,232
Net income (loss)	3,798	38,191
Net (loss) income attributable to NBTY, Inc.	3,937	38,191
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	(20,630)	(30,307)
Total other comprehensive (loss) income, net of tax	(20,630)	(29,586)
Comprehensive loss	(16,832)	8,606
Comprehensive (loss) income	(16,119)	8,606
Adjustment
Consolidated Statements of Income and Comprehensive Income (Loss)
Cost of sales (See Note 3)		3,707
Total costs and expenses		3,707
Income from operations		(3,707)
Income from operations before income taxes		(3,707)
(Benefit) provision for income taxes	(4,680)	(1,423)
Net income (loss)	4,680	(2,284)
Net (loss) income attributable to NBTY, Inc.	4,680	(2,284)
Foreign currency translation adjustment, net of taxes of ($997) and $396, respectively	1,884	3,477
Total other comprehensive (loss) income, net of tax	1,884	3,477
Comprehensive loss	6,564	1,192
Comprehensive (loss) income	$ 6,564	$ 1,192

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Basis of Presentation - Revision of Consolidated Statements of Cash flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statement Of Cash flow
Net income (loss)	$ 8,478	$ 35,907
Inventories	10,024	41,311
Deferred income taxes	819	(256)
Net cash provided by operating activities	64,629	133,070
Accrued expenses and other liabilities	(56,537)	(16,813)
As Reported
Consolidated Statement Of Cash flow
Net income (loss)	3,798	38,191
Inventories	10,024	37,604
Deferred income taxes	5,499	(256)
Net cash provided by operating activities	64,629	133,070
Accrued expenses and other liabilities	(56,537)	(15,390)
Adjustment
Consolidated Statement Of Cash flow
Net income (loss)	4,680	(2,284)
Inventories		3,707
Deferred income taxes	$ (4,680)
Accrued expenses and other liabilities		$ (1,423)

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Basis of Presentation - Reserves (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Accounts receivable reserves
Total accounts receivable reserves	$ 127,188	$ 106,859
Promotional program incentive allowances
Accounts receivable reserves
Total accounts receivable reserves	102,758	84,088
Allowance for sales returns
Accounts receivable reserves
Total accounts receivable reserves	18,282	17,080
Allowance for doubtful accounts
Accounts receivable reserves
Total accounts receivable reserves	2,632	2,600
Other accounts receivable allowances
Accounts receivable reserves
Total accounts receivable reserves	$ 3,516	$ 3,091

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Basis of Presentation - Redeemable NonControlling Interest (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($)
Temporary equity attributable to the redeemable NCI
Net loss attributable to non-controlling interests	$ (139)
Balance at end of the period	103,511
Dr Organic Limited
Temporary equity attributable to the redeemable NCI
Issuance of non-controlling interest - Doctor Organic Limited	104,224
Net loss attributable to non-controlling interests	(139)
Other comprehensive loss	(574)
Balance at end of the period	$ 103,511

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Acquisition of Dr. Organic (Details) £ / shares in Units, $ / shares in Units, £ in Thousands, $ in Thousands	1 Months Ended
	Dec. 31, 2015 GBP (£) £ / shares shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2015 USD ($) $ / shares	Sep. 30, 2015 USD ($) $ / shares
Allocated to:
Goodwill			$ 1,186,571	$ 1,104,090
Common stock, par (in GBP per share) | $ / shares			$ 0.01	$ 0.01
Dr Organic Limited | NBTY (2015)
Acquisitions
Total purchase price	£ 53,384	$ 80,519
Cash consideration	33,384	50,353
Completion loan notes	£ 20,000	30,166
Fair value of consideration:
Cash			$ 50,353
Completion loan notes at fair value			28,931
Redeemable non-controlling interest			104,224
Less: Settlement of payables due to Dr. Organic			(6,032)
Cash and cash equivalents acquired			(5,342)
Fair value of consideration		$ 172,134
Allocated to:
Accounts receivable			7,922
Inventories			22,474
Other current assets			2,045
Property, plant and equipment			276
Intangibles			70,438
Accounts payable			(7,175)
Accrued expenses and other current liabilities			(3,059)
Deferred income taxes			(15,186)
Net assets acquired			77,735
Goodwill			94,399
Acquisition costs			5,000
Debt term	18 months	18 months
Period of time after after issuance the notes can be redeemed	6 months	6 months
Goodwill not deductible for tax purposes			94,399
Dr Organic Limited | NBTY (2015) | Class B Common stock
Acquisitions
Number of days the put is exercisable	30 days	30 days
Number of days the call is exercisable	30 days	30 days
Number of days after the put has expired before the call is exercisable	30 days	30 days
Allocated to:
Number of shares issued | shares	399,000	399,000
Common stock, par (in GBP per share) | £ / shares	£ 0.01
Dr Organic Limited | NBTY (2015) | Class C Common stock
Allocated to:
Number of shares issued | shares	222,000	222,000
Common stock, par (in GBP per share) | £ / shares	£ 0.01
Common stock premium (in GBP per share) | £ / shares	0.04
Common stock redemption price (in GBP per share) | £ / shares	£ 0.05
Period of time after issuance of share that they will be redeemed	18 months	18 months
Dr Organic Limited | Tradenames | NBTY (2015)
Allocated to:
Intangibles			46,000
Dr Organic Limited | Tradenames | NBTY (2015) | Minimum
Allocated to:
Amortization period	10 years	10 years
Dr Organic Limited | Tradenames | NBTY (2015) | Maximum
Allocated to:
Amortization period	15 years	15 years
Dr Organic Limited | Customer relationships | NBTY (2015)
Allocated to:
Intangibles			$ 25,000
Amortization period	25 years	25 years

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Sale of Nutritional Bar Assets and Powder Facility (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	10 Months Ended
	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2015	Jun. 26, 2015
Bar APA | Held-for-sale or Disposed of by Sale
Divestiture
Sales price of assets and transferred contracts		$ 7,910	$ 7,910
Bar APA | Held-for-sale or Disposed of by Sale | Other Current Assets
Divestiture
Sales price of assets and transferred contracts		4,100	4,100
Sales price of inventory		4,700	4,700
Bar APA | Held-for-sale
Divestiture
Sales price of assets and transferred contracts	$ 12,000
Powder APA | Disposed of by Sale
Divestiture
Sales price of assets and transferred contracts				$ 4,228
Sales price of inventory				$ 16,722
APAs | Held-for-sale or Disposed of by Sale
Divestiture
Cumulative charges			34,987
Accelerated depreciation expense and write off of goodwill related to divestiture	28,000
Workforce reduction	2,500
Charges related to divestiture		5,494
Loss on write-off of goodwill			5,541
Accelerated depreciation charges		2,337	22,540
Severance and employee related costs		$ 3,157	2,510
Gain on transferred contract	1,692		1,692
Other costs			$ 6,088
APAs | Held-for-sale or Disposed of by Sale | Minimum
Divestiture
Cumulative charges	36,000
Other costs	7,000
APAs | Held-for-sale or Disposed of by Sale | Maximum
Divestiture
Cumulative charges	39,000
Other costs	10,000
APAs | Held-for-sale or Disposed of by Sale | Consumer Products Group
Divestiture
Write-off of goodwill	4,892
APAs | Held-for-sale or Disposed of by Sale | Puritan's Pride
Divestiture
Write-off of goodwill	$ 649

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Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Inventories
Raw materials	$ 167,669	$ 178,464
Work-in-process	24,065	20,265
Finished goods	663,459	645,494
Total inventories	$ 855,193	$ 844,223

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Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($)
Changes in goodwill
Balance at the beginning of the period	$ 1,104,090
Acquisition of Dr. Organic Limited	94,399
Foreign currency translation	(11,918)
Balance at the end of the period	1,186,571
Consumer Products Group
Changes in goodwill
Balance at the beginning of the period	611,678
Acquisition of Dr. Organic Limited	94,399
Foreign currency translation	(4,747)
Balance at the end of the period	701,330
Holland & Barrett International
Changes in goodwill
Balance at the beginning of the period	293,381
Foreign currency translation	(7,171)
Balance at the end of the period	286,210
Puritan's Pride
Changes in goodwill
Balance at the beginning of the period	199,031
Balance at the end of the period	199,031
Adjustment
Changes in goodwill
Balance at the beginning of the period	(13,930)
Balance at the end of the period	(13,930)
Adjustment | Consumer Products Group
Changes in goodwill
Balance at the end of the period	(7,129)
Adjustment | Holland & Barrett International
Changes in goodwill
Balance at the end of the period	(3,086)
Adjustment | Puritan's Pride
Changes in goodwill
Balance at the end of the period	$ (3,715)

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Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Sep. 30, 2015
Definite lived intangible assets:
Gross carrying amount	$ 1,140,814	$ 1,073,614
Accumulated amortization	232,691	221,450
Indefinite lived intangible asset:
Tradenames	805,989	812,374
Total intangible assets	1,946,803	1,885,988
Brands and customer relationships
Definite lived intangible assets:
Gross carrying amount	930,267	907,039
Accumulated amortization	$ 204,082	194,407
Brands and customer relationships | Minimum
Definite lived intangible assets:
Amortization period	10 years
Brands and customer relationships | Maximum
Definite lived intangible assets:
Amortization period	25 years
Tradenames and other
Definite lived intangible assets:
Gross carrying amount	$ 210,547	166,575
Accumulated amortization	$ 28,609	$ 27,043
Tradenames and other | Minimum
Definite lived intangible assets:
Amortization period	20 years
Tradenames and other | Maximum
Definite lived intangible assets:
Amortization period	30 years

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Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,644	$ 11,358
Estimated amortization expense
2016	49,000
2017	49,000
2018	49,000
2019	49,000
2020	49,000
Selling, General and Administrative Expenses
Intangible Assets
Aggregate amortization expense of definite lived intangible assets	$ 11,644	$ 11,358

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Long-Term Debt (Details) £ in Thousands, $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 30, 2015 USD ($)	Nov. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2015 GBP (£)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Nov. 20, 2014 USD ($)	Dec. 12, 2013 USD ($)	Mar. 21, 2013 USD ($)	Oct. 17, 2012 USD ($)	Oct. 01, 2010 USD ($)
Long-Term Debt
Total Long-term debt							$ 2,145,503	$ 2,163,654
Capital lease obligation							46,341	47,440
Less: current portion, including obligations under capital lease							(59,814)	(34,496)
Long-term debt, net of current portion							2,085,689	2,129,158
Cash prepayment			$ 56,941	$ 67
Adjustments.
Other assets							32,729	17,852
Other current assets							74,392	59,831
Term loan B-2
Long-Term Debt
Principal amount							1,450,559	1,507,500
Less unamortized debt issuance costs							(26,278)	(31,046)
Total Long-term debt							$ 1,424,281	1,476,454
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%	50.00%
Excess cash payment required		$ 31,941
Cash prepayment	$ 25,000
Write off deferred financing cost			$ 1,058
Term loan B-2 | Forecast | Current portion of long term debt
Long-Term Debt
Excess cash payment required					$ 30,000
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
Less unamortized debt issuance costs							(9,484)	(10,240)
Total Long-term debt							640,516	639,760
Face amount of debt													$ 650,000
Interest rate on debt instrument (as a percent)													9.00%
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%
Completion loan notes
Long-Term Debt
Total Long-term debt							28,444
Face amount of debt | £						£ 20,000
Other
Long-Term Debt
Total Long-term debt							5,921
Revolving credit facility
Long-Term Debt
Borrowing capacity							175,000	$ 200,000	$ 175,000
Outstanding balance							0
Letters of credit							6,100
Net availability							$ 168,900
Step down percentage upon achievement of a total senior secured leverage ratio (as a percent)			0.25%
Unused line fee percentage			0.50%
Fronting fee Percentage			0.25%
Revolving credit facility | Eurodollar (LIBOR)
Long-Term Debt
Margin rate over reference rate (as a percent)			3.25%
Revolving credit facility | Base rate
Long-Term Debt
Margin rate over reference rate (as a percent)			2.25%
Holdco Notes
Long-Term Debt
Face amount of debt										$ 450,000		$ 550,000
Holdco Notes | Parent Company
Long-Term Debt
Cash interest rate (as a percent)												7.75%
PIK interest (as a percent)												8.50%
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, 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
Financing costs capitalized											15,190
Remaining portion of the call premium capitalized											$ 13,924

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Fair Value of Financial Instruments (Details) - Recurring - Level 3 - Cross currency swaps - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Accrued Expenses and Other Current Liabilities
Fair value measurements
Derivative liabilities	$ (2,174)	$ (2,715)
Other Assets
Fair value measurements
Derivative assets	$ 14,145	$ 6,852

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Fair Value of Financial Instruments - Level 3 (Details) - Cross currency swaps - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Level 3 activity
Beginning balance:	$ 4,137		$ (18,630)
Unrealized gain on cross currency swaps	7,834		11,748
Ending balance:	$ 11,971	$ 4,137	$ (6,882)
Minimum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	2.00%	6.10%
Maximum
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	3.00%	11.40%
Weighted average
Fair Value Measurements
Performance risk for derivative contracts as a percentage of unadjusted liabilities	2.70%	9.50%

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Fair Value of Financial Instruments - Swaps (Details) £ in Thousands, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2011 contract	Dec. 31, 2015 GBP (£)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	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
Cross currency swaps | Miscellaneous, net
Derivative information
Hedge ineffectiveness (gain) / loss | $			$ 751	$ 1,934

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Fair Value of Financial Instruments - AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)	$ 5,467	$ 8,733
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,159)
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)		(438)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,159)
Cross currency swaps | Net Investment Hedges:
Impact on income statement of derivative instruments designated as cash flow and net investment hedging instruments
Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)	$ 5,467	$ 9,171

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Fair Value of Financial Instruments - Notes (Details) £ in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2015 GBP (£)	Dec. 31, 2015 USD ($)	Dec. 12, 2013 USD ($)	Mar. 21, 2013 USD ($)	Oct. 17, 2012 USD ($)	Oct. 01, 2010 USD ($)
Fair value measurements
Impairment on furniture and fixtures	$ 11,656
Vitamin World
Fair value measurements
Impairment on furniture and fixtures	$ 11,656
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				$ 450,000		$ 550,000
Completion loan notes
Fair value measurements
Face value of debt instrument | £		£ 20,000
Level 2 | Term loan B-2
Fair value measurements
Face value of debt instrument			$ 1,450,559
Level 2 | Holdco Notes
Fair value measurements
Fair value of Notes			$ 656,000

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Litigation Summary (Details) $ in Thousands		3 Months Ended
	Sep. 09, 2015 action	Dec. 31, 2015 customer action	Mar. 31, 2015 USD ($)	Apr. 30, 2015 USD ($)	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
Herbal Dietary Supplements
Employment class Actions
Number of companies notified | action	14
Glucosamine-Based Dietary Supplements
Employment class Actions
Potential payments under settlement agreement, maximum				$ 9,000
Additional charges			$ 4,300
Provision as per best estimate					$ 6,100	$ 12,000

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes
Accrued interest	$ 330
Accrued penalties	$ 137
Effective income tax rate (as a percent)	(47.60%)	35.60%

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance, beginning of period	$ 1,456,487
Other comprehensive income (loss)	(18,746)	$ (26,109)
Less: Foreign currency translation adjustment attributable to non-controlling interest	(574)
Balance, end of period	1,408,955
Accumulated Other Comprehensive Income (Loss)
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance, beginning of period	(102,779)	(29,082)
Other comprehensive income (loss)	(18,746)
Other comprehensive income (loss) before reclassifications		(27,268)
Less: Foreign currency translation adjustment attributable to non-controlling interest	574
Balance, end of period	(120,951)	(55,191)
Accumulated Other Comprehensive Income (Loss) | Reclassifications out of accumulated other comprehensive income (loss)
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Amounts reclassified from accumulated other comprehensive income (loss) (2)		1,159
Foreign currency translation adjustment
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance, beginning of period	(102,779)	(28,361)
Other comprehensive income (loss)	(18,746)
Other comprehensive income (loss) before reclassifications		(26,830)
Less: Foreign currency translation adjustment attributable to non-controlling interest	574
Balance, end of period	$ (120,951)	(55,191)
Gains and losses on cash flow hedges
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Balance, beginning of period		(721)
Other comprehensive income (loss) before reclassifications		(438)
Gains and losses on cash flow hedges | Reclassifications out of accumulated other comprehensive income (loss)
Additions to and reclassifications out of accumulated other comprehensive income (loss)
Amounts reclassified from accumulated other comprehensive income (loss) (2)		$ 1,159

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Business and Credit Concentration (Details) - item	3 Months Ended		12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2015
Net sales | Customer concentration risk | Customer A
Business and Credit Concentration
Percentage of concentration risk	13.00%	11.00%
Net sales | Customer concentration risk | Customer A | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	22.00%	18.00%
Net sales | Customer concentration risk | Customer B
Business and Credit Concentration
Percentage of concentration risk	9.00%	10.00%
Net sales | Customer concentration risk | Customer B | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	15.00%	17.00%
Net sales | Customer concentration risk | Customer C
Business and Credit Concentration
Percentage of concentration risk	4.00%	6.00%
Net sales | Customer concentration risk | Customer C | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	7.00%	11.00%
Gross accounts receivable | Customer concentration risk | Customer A | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	16.00%		12.00%
Gross accounts receivable | Customer concentration risk | Customer B | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	11.00%		11.00%
Gross accounts receivable | Customer concentration risk | Customer C | Consumer Products Group
Business and Credit Concentration
Percentage of concentration risk	11.00%		9.00%
Inventory purchases | Supplier concentration risk
Business and Credit Concentration
Number of suppliers	1
Inventory purchases | Supplier concentration risk | One supplier | Minimum
Business and Credit Concentration
Percentage of concentration risk	10.00%

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Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Carlyle
Related party transactions
Expected annual consulting fee	$ 3,000
Expenses incurred from transactions with related party	750	$ 750
Out of pocket expenditures paid to related party	434	334
Vendor affiliated with Carlyle
Related party transactions
Expenses incurred from transactions with related party	$ 3,526	$ 62

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Segment Information (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2015 USD ($) segment store item	Dec. 31, 2014 USD ($)
Segment Information
Number of business segments | segment	4
Net sales	$ 801,990	$ 825,771
Income (loss) from operations	42,041	91,818
Depreciation and amortization	31,852	28,065
Capital expenditures	40,038	19,090
Facility restructuring charges (See Note 3)	5,494
Impairment on furniture and fixtures	11,656
Operating Segments
Segment Information
Net sales	801,990	825,771
Income (loss) from operations	77,129	114,340
Depreciation and amortization	19,617	17,776
Capital expenditures	29,737	11,812
Corporate/Manufacturing
Segment Information
Income (loss) from operations	(35,088)	(22,522)
Depreciation and amortization	12,235	10,289
Capital expenditures	10,301	7,278
Consumer Products Group | Operating Segments
Segment Information
Net sales	472,430	494,705
Income (loss) from operations	46,338	61,148
Depreciation and amortization	9,359	9,002
Capital expenditures	$ 7,861	73
Holland & Barrett International | Operating Segments
Segment Information
Number of stores | item	1,088
Net sales	$ 218,461	213,597
Income (loss) from operations	38,839	46,315
Depreciation and amortization	6,472	5,049
Capital expenditures	$ 21,228	10,703
Holland & Barrett International | Operating Segments | Holland & Barrett
Segment Information
Number of stores | store	857
Holland & Barrett International | Operating Segments | Holland & Barrett | U.K.
Segment Information
Number of stores | store	701
Holland & Barrett International | Operating Segments | Holland & Barrett | China
Segment Information
Number of franchised stores | store	35
Holland & Barrett International | Operating Segments | Holland & Barrett | Singapore
Segment Information
Number of franchised stores | store	27
Holland & Barrett International | Operating Segments | Holland & Barrett | United Arab Emirates
Segment Information
Number of franchised stores | store	19
Holland & Barrett International | Operating Segments | Holland & Barrett | Cyprus
Segment Information
Number of franchised stores | store	11
Holland & Barrett International | Operating Segments | Holland & Barrett | Malta
Segment Information
Number of franchised stores | store	5
Holland & Barrett International | Operating Segments | Holland & Barrett | Kuwait
Segment Information
Number of franchised stores | store	4
Holland & Barrett International | Operating Segments | Holland & Barrett | Gibraltar
Segment Information
Number of franchised stores | store	1
Holland & Barrett International | Operating Segments | Holland & Barrett | Spain
Segment Information
Number of franchised stores | store	3
Holland & Barrett International | Operating Segments | Holland & Barrett | Ireland
Segment Information
Number of stores | store	50
Holland & Barrett International | Operating Segments | Holland & Barrett | Sweden
Segment Information
Number of stores | store	1
Holland & Barrett International | Operating Segments | De Tuinen | Netherlands
Segment Information
Number of co-branded stores, including owned stores | store	167
Number of franchised stores | store	5
Holland & Barrett International | Operating Segments | GNC (UK) stores | U.K.
Segment Information
Number of stores | store	46
Holland & Barrett International | Operating Segments | Essenza | Belgium
Segment Information
Number of stores | store	18
Puritan's Pride | Operating Segments
Segment Information
Net sales	$ 61,552	63,564
Income (loss) from operations	5,089	5,677
Depreciation and amortization	2,914	2,830
Capital expenditures	20	13
Vitamin World
Segment Information
Impairment on furniture and fixtures	11,656
Vitamin World | Operating Segments
Segment Information
Net sales	49,547	53,905
Income (loss) from operations	(13,137)	1,200
Depreciation and amortization	872	895
Capital expenditures	$ 628	$ 1,023
Vitamin World | Operating Segments | Vitamin World
Segment Information
Number of stores | store	378

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Segment Information - Total Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015
Total assets by segment
Consolidated assets	$ 4,887,397	$ 4,854,479
Adjustment
Total assets by segment
Consolidated assets	(13,930)	(13,930)
Operating Segments
Total assets by segment
Consolidated assets	4,133,803	4,040,513
Corporate/Manufacturing
Total assets by segment
Consolidated assets	753,594	813,966
Consumer Products Group | Adjustment
Total assets by segment
Consolidated assets	(7,129)	(7,129)
Consumer Products Group | Operating Segments
Total assets by segment
Consolidated assets	2,643,347	2,535,813
Holland & Barrett International | Adjustment
Total assets by segment
Consolidated assets	(3,086)	(3,086)
Holland & Barrett International | Operating Segments
Total assets by segment
Consolidated assets	945,879	941,739
Puritan's Pride | Adjustment
Total assets by segment
Consolidated assets	(3,715)	(3,715)
Puritan's Pride | Operating Segments
Total assets by segment
Consolidated assets	502,636	511,080
Vitamin World | Operating Segments
Total assets by segment
Consolidated assets	$ 41,941	$ 51,881

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Subsequent Event (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 29, 2016	Dec. 31, 2015
Subsequent Events
Impairment on furniture and fixtures		$ 11,656
Vitamin World
Subsequent Events
Impairment on furniture and fixtures		$ 11,656
Subsequent event | Vitamin World | Forecast
Subsequent Events
Total consideration	$ 25,000
Consideration in cash	10,000
Consideration by Promissory Note	$ 15,000
Percentage of equity to be purchased by issuance of warrants	10.00%
Period of option to purchase minority equity percentage of the divested business	10 years
Subsequent event | Vitamin World | Forecast | Minimum
Subsequent Events
Cumulative expected loss and impairments	$ 35,000
Subsequent event | Vitamin World | Forecast | Maximum
Subsequent Events
Cumulative expected loss and impairments	$ 45,000

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Condensed Consolidating Financial Statements of Guarantors - Balance Sheet (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Parent Company Balance Sheets
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Net income (loss)	$ 8,617	$ 35,907
Current assets:
Cash and cash equivalents	204,925	212,047	$ 303,350	$ 139,488
Accounts receivable, net	189,224		198,693
Inventories	855,193		844,223
Deferred income taxes	56,425		56,194
Other current assets	74,392		59,831
Total current assets	1,380,159		1,462,291
Property, plant and equipment, net	573,826		605,708
Goodwill	1,186,571		1,104,090
Other intangible assets, net	1,714,112		1,664,538
Other assets	32,729		17,852
Total assets	4,887,397		4,854,479
Current liabilities:
Current portion long-term debt	59,814		34,496
Accounts payable	311,138		282,479
Accrued expenses and other current liabilities	199,145		249,561
Total current liabilities	570,097		566,536
Long-term debt, net of current portion	2,085,689		2,129,158
Deferred income taxes	677,966		663,023
Other liabilities	41,179		39,275
Total liabilities	3,374,931		$ 3,397,992
Noncontrolling interest	$ 103,511
Commitments and contingencies
Shareholder's equity:
Common stock
Capital in excess of par	$ 1,529,906		$ 1,542,584
(Accumulated deficit) retained earnings			16,682
Accumulated other comprehensive income (loss)	(120,951)		(102,779)
Total shareholder's equity	1,408,955		1,456,487
Total liabilities and shareholder's equity	4,887,397		4,854,479
As Reported
Condensed Parent Company Balance Sheets
Net income (loss)	3,937	38,191
Current assets:
Goodwill	1,200,501		1,118,020
Total assets	4,901,327		4,868,409
Current liabilities:
Deferred income taxes	723,201		701,694
Total liabilities	3,420,166		3,436,663
Shareholder's equity:
Capital in excess of par	1,507,408		1,542,584
(Accumulated deficit) retained earnings			(1,136)
Accumulated other comprehensive income (loss)	(129,758)		(109,702)
Total shareholder's equity	1,377,650		1,431,746
Total liabilities and shareholder's equity	4,901,327		4,868,409
Adjustment
Condensed Parent Company Balance Sheets
Net income (loss)	4,680	(2,284)
Current assets:
Goodwill	(13,930)		(13,930)
Total assets	(13,930)		(13,930)
Current liabilities:
Deferred income taxes	(45,235)		(38,671)
Total liabilities	(45,235)		(38,671)
Shareholder's equity:
Capital in excess of par	22,498
(Accumulated deficit) retained earnings			17,818
Accumulated other comprehensive income (loss)	8,807		6,923
Total shareholder's equity	31,305		24,741
Total liabilities and shareholder's equity	(13,930)		(13,930)
Reportable Legal Entities | Parent Company
Condensed Parent Company Balance Sheets
Net income (loss)	8,617	35,907
Current assets:
Cash and cash equivalents	133,351	136,850	164,443	77,550
Intercompany	14,632		29,258
Other current assets	876		876
Total current assets	148,859		194,577
Property, plant and equipment, net	122,812		120,977
Other assets	15,021		7,728
Intercompany loan receivable	2,438,594		2,497,035
Investments in subsidiaries	2,269,515		2,103,686
Total assets	4,994,801		4,924,003
Current liabilities:
Current portion long-term debt	30,000		33,498
Accrued expenses and other current liabilities	16,806		31,971
Total current liabilities	46,806		65,469
Intercompany loan payable	1,400,732		1,319,331
Long-term debt, net of current portion	2,034,797		2,082,716
Total liabilities	3,482,335		$ 3,467,516
Noncontrolling interest	103,511
Commitments and contingencies
Shareholder's equity:
Capital in excess of par	1,529,906		$ 1,542,584
(Accumulated deficit) retained earnings			16,682
Accumulated other comprehensive income (loss)	(120,951)		(102,779)
Total shareholder's equity	1,408,955		1,456,487
Total liabilities and shareholder's equity	4,994,801		4,924,003
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Balance Sheets
Net income (loss)	2,532	24,986
Current assets:
Cash and cash equivalents	3,670	3,674	1,344	751
Accounts receivable, net	132,087		149,423
Inventories	602,699		630,013
Deferred income taxes	56,352		56,119
Other current assets	35,003		24,148
Total current assets	829,811		861,047
Property, plant and equipment, net	218,721		266,401
Goodwill	709,968		709,969
Other intangible assets, net	1,331,187		1,341,784
Other assets	17,658		10,066
Intercompany loan receivable	1,400,732		1,319,331
Investments in subsidiaries	146,921		146,539
Total assets	4,654,998		4,655,137
Current liabilities:
Accounts payable	202,683		188,599
Intercompany	86,306		114,771
Accrued expenses and other current liabilities	125,668		137,817
Total current liabilities	414,657		441,187
Intercompany loan payable	2,064,797		2,116,214
Deferred income taxes	599,742		594,152
Other liabilities	14,133		12,731
Total liabilities	3,093,329		$ 3,164,284
Commitments and contingencies
Shareholder's equity:
Capital in excess of par	1,459,143		$ 1,407,725
(Accumulated deficit) retained earnings	116,857		96,025
Accumulated other comprehensive income (loss)	(14,331)		(12,897)
Total shareholder's equity	1,561,669		1,490,853
Total liabilities and shareholder's equity	4,654,998		4,655,137
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Balance Sheets
Net income (loss)	29,244	35,696
Current assets:
Cash and cash equivalents	67,904	71,523	137,563	$ 61,187
Accounts receivable, net	57,137		49,270
Intercompany	71,674		85,513
Inventories	252,494		214,210
Deferred income taxes	73		75
Other current assets	38,513		34,807
Total current assets	487,795		521,438
Property, plant and equipment, net	232,293		218,330
Goodwill	476,603		394,121
Other intangible assets, net	382,925		322,754
Other assets	50		58
Total assets	1,579,666		1,456,701
Current liabilities:
Current portion long-term debt	29,814		998
Accounts payable	108,455		93,880
Accrued expenses and other current liabilities	56,671		79,773
Total current liabilities	194,940		174,651
Intercompany loan payable	373,797		380,821
Long-term debt, net of current portion	50,892		46,442
Deferred income taxes	78,224		68,871
Other liabilities	27,046		26,544
Total liabilities	724,899		$ 697,329
Noncontrolling interest	103,511
Commitments and contingencies
Shareholder's equity:
Capital in excess of par	743,617		$ 743,618
(Accumulated deficit) retained earnings	120,905		110,100
Accumulated other comprehensive income (loss)	(113,266)		(94,346)
Total shareholder's equity	751,256		759,372
Total liabilities and shareholder's equity	1,579,666		1,456,701
Eliminations
Condensed Parent Company Balance Sheets
Net income (loss)	(31,776)	$ (60,682)
Current assets:
Intercompany	(86,306)		(114,771)
Total current assets	(86,306)		(114,771)
Intercompany loan receivable	(3,839,326)		(3,816,366)
Investments in subsidiaries	(2,416,436)		(2,250,225)
Total assets	(6,342,068)		(6,181,362)
Current liabilities:
Intercompany	(86,306)		(114,771)
Total current liabilities	(86,306)		(114,771)
Intercompany loan payable	(3,839,326)		(3,816,366)
Total liabilities	(3,925,632)		$ (3,931,137)
Noncontrolling interest	(103,511)
Commitments and contingencies
Shareholder's equity:
Capital in excess of par	(2,202,760)		$ (2,151,343)
(Accumulated deficit) retained earnings	(237,762)		(206,125)
Accumulated other comprehensive income (loss)	127,597		107,243
Total shareholder's equity	(2,312,925)		(2,250,225)
Total liabilities and shareholder's equity	$ (6,342,068)		$ (6,181,362)

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Condensed Consolidating Financial Statements of Guarantors - Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	$ 801,990	$ 825,771
Costs and expenses:
Cost of sales (See Note 3)	443,144	448,887
Advertising, promotion and catalog	46,463	46,894
Selling, general and administrative	253,192	238,172
Impairment of Vitamin World assets (See Note 7 and 14)	11,656
Facility restructuring charges (See Note 3)	5,494
Total costs and expenses	759,949	733,953
Income from operations	42,041	91,818
Other income (expense):
Interest	(34,336)	(34,747)
Miscellaneous, net	(1,962)	(1,355)
Total other expense	(36,298)	(36,102)
Income from operations before income taxes	5,743	55,716
(Benefit) provision for income taxes	(2,735)	19,809
Net income	8,478	35,907
Deduct net loss attributable to noncontrolling interests	(139)
Net income attributable to NBTY, Inc.	8,617	35,907
Net income (loss)	8,478	35,907
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(18,746)	(26,830)
Change in fair value of interest rate swaps, net of tax		721
Total Other comprehensive income (loss) net of tax	(18,746)	(26,109)
Comprehensive (loss) income	(10,268)	9,798
Less: Net loss attributable to non-controlling interests	(139)
Less: Foreign currency translation adjustment attributable to non-controlling interest	(574)
Comprehensive loss attributable to non-controlling interest	(713)
Comprehensive (loss) income attributable to NBTY, Inc.	(9,555)	9,798
As Reported
Costs and expenses:
Cost of sales (See Note 3)	443,144	445,180
Total costs and expenses	759,949	730,246
Income from operations	42,041	95,525
Other income (expense):
Income from operations before income taxes	5,743	59,423
(Benefit) provision for income taxes	1,945	21,232
Net income	3,798	38,191
Net income attributable to NBTY, Inc.	3,937	38,191
Net income (loss)	3,798	38,191
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(20,630)	(30,307)
Total Other comprehensive income (loss) net of tax	(20,630)	(29,586)
Comprehensive (loss) income	(16,832)	8,606
Comprehensive (loss) income attributable to NBTY, Inc.	(16,119)	8,606
Reportable Legal Entities | Parent Company
Costs and expenses:
Selling, general and administrative	29,261	22,890
Total costs and expenses	29,261	22,890
Income from operations	(29,261)	(22,890)
Other income (expense):
Intercompany interest	38,605	39,809
Interest	(33,905)	(34,781)
Miscellaneous, net	(680)	(1,746)
Total other expense	4,020	3,282
Income from operations before income taxes	(25,241)	(19,608)
(Benefit) provision for income taxes	(4,850)	(1,166)
Equity in income of subsidiaries	29,008	54,349
Net income	8,617
Net income attributable to NBTY, Inc.	8,617	35,907
Net income (loss)	8,617
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(18,746)	(26,830)
Change in fair value of interest rate swaps, net of tax		721
Total Other comprehensive income (loss) net of tax	(18,746)	(26,109)
Comprehensive (loss) income	(10,129)
Comprehensive (loss) income attributable to NBTY, Inc.	(10,129)	9,798
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	537,364	557,361
Costs and expenses:
Cost of sales (See Note 3)	336,853	342,653
Advertising, promotion and catalog	35,331	34,947
Selling, general and administrative	114,685	114,937
Impairment of Vitamin World assets (See Note 7 and 14)	11,656
Facility restructuring charges (See Note 3)	5,494
Total costs and expenses	504,019	492,537
Income from operations	33,345	64,824
Other income (expense):
Intercompany interest	(33,905)	(34,781)
Interest		65
Miscellaneous, net	188	(843)
Total other expense	(33,717)	(35,559)
Income from operations before income taxes	(372)	29,265
(Benefit) provision for income taxes	(136)	10,612
Equity in income of subsidiaries	2,768	6,333
Net income	2,532
Net income attributable to NBTY, Inc.	2,532	24,986
Net income (loss)	2,532
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(1,434)	(4,253)
Change in fair value of interest rate swaps, net of tax		721
Total Other comprehensive income (loss) net of tax	(1,434)	(3,532)
Comprehensive (loss) income	1,098
Comprehensive (loss) income attributable to NBTY, Inc.	1,098	21,454
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	283,548	289,017
Costs and expenses:
Cost of sales (See Note 3)	125,213	126,841
Advertising, promotion and catalog	11,132	11,947
Selling, general and administrative	109,246	100,345
Total costs and expenses	245,591	239,133
Income from operations	37,957	49,884
Other income (expense):
Intercompany interest	(4,700)	(5,028)
Interest	(431)	(31)
Miscellaneous, net	(1,470)	1,234
Total other expense	(6,601)	(3,825)
Income from operations before income taxes	31,356	46,059
(Benefit) provision for income taxes	2,251	10,363
Net income	29,105
Deduct net loss attributable to noncontrolling interests	(139)
Net income attributable to NBTY, Inc.	29,244	35,696
Net income (loss)	29,105
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	(19,494)	(28,398)
Total Other comprehensive income (loss) net of tax	(19,494)	(28,398)
Comprehensive (loss) income	9,611
Less: Net loss attributable to non-controlling interests	(139)
Less: Foreign currency translation adjustment attributable to non-controlling interest	(574)
Comprehensive loss attributable to non-controlling interest	(713)
Comprehensive (loss) income attributable to NBTY, Inc.	10,324	7,298
Eliminations
Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)
Net sales	(18,922)	(20,607)
Costs and expenses:
Cost of sales (See Note 3)	(18,922)	(20,607)
Total costs and expenses	(18,922)	(20,607)
Other income (expense):
Equity in income of subsidiaries	(31,776)	(60,682)
Net income	(31,776)
Net income attributable to NBTY, Inc.	(31,776)	(60,682)
Net income (loss)	(31,776)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of tax	20,928	32,651
Change in fair value of interest rate swaps, net of tax		(721)
Total Other comprehensive income (loss) net of tax	20,928	31,930
Comprehensive (loss) income	(10,848)
Comprehensive (loss) income attributable to NBTY, Inc.	$ (10,848)	$ (28,752)

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Condensed Consolidating Financial Statements of Guarantors - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Cash (used in) provided by operating activities	$ 64,629	$ 133,070
Cash flows from investing activities:
Purchase of property, plant and equipment	(40,038)	(19,090)
Proceeds from sale of bar assets	7,910	193
Proceeds from sale of building and equipment	384
Cash paid for acquisitions, net of cash acquired	(45,011)
Net cash used in investing activities	(76,755)	(18,897)
Cash flows from financing activities:
Principal payments under long-term agreements	(56,941)	(67)
Proceeds from Issuance of Debt	6,123
Payments for financing fees		(611)
Dividends paid	(38,750)	(38,750)
Net cash used in financing activities	(89,568)	(39,428)
Effect of exchange rate changes on cash	3,269	(2,186)
Net (decrease) increase in cash and cash equivalents	(98,425)	72,559
Cash and cash equivalents at beginning of period	303,350	139,488
Cash and cash equivalents at end of period	204,925	212,047
Reportable Legal Entities | Parent Company
Cash flows from operating activities:
Cash (used in) provided by operating activities	(11,049)	(24,334)
Cash flows from investing activities:
Purchase of property, plant and equipment	(7,029)	(8,954)
Investment in subsidiary		(7,000)
Net cash used in investing activities	(7,029)	(15,954)
Cash flows from financing activities:
Principal payments under long-term agreements	(56,941)
Payments for financing fees		(611)
Dividends paid	(38,750)	(38,750)
Intercompany accounts	82,677	138,949
Net cash used in financing activities	(13,014)	99,588
Net (decrease) increase in cash and cash equivalents	(31,092)	59,300
Cash and cash equivalents at beginning of period	164,443	77,550
Cash and cash equivalents at end of period	133,351	136,850
Reportable Legal Entities | Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities	84,026	142,688
Cash flows from investing activities:
Purchase of property, plant and equipment	(7,317)	(1,009)
Proceeds from sale of bar assets	7,910	193
Proceeds from sale of building and equipment	384
Net cash used in investing activities	977	(816)
Cash flows from financing activities:
Intercompany accounts	(82,677)	(138,949)
Net cash used in financing activities	(82,677)	(138,949)
Net (decrease) increase in cash and cash equivalents	2,326	2,923
Cash and cash equivalents at beginning of period	1,344	751
Cash and cash equivalents at end of period	3,670	3,674
Reportable Legal Entities | Non-Guarantor Subsidiaries
Cash flows from operating activities:
Cash (used in) provided by operating activities	9,952	23,505
Cash flows from investing activities:
Purchase of property, plant and equipment	(25,692)	(9,127)
Cash paid for acquisitions, net of cash acquired	(45,011)
Net cash used in investing activities	(70,703)	(9,127)
Cash flows from financing activities:
Principal payments under long-term agreements		(67)
Proceeds from Issuance of Debt	6,123
Dividends paid	(18,300)	(8,789)
Capital contribution		7,000
Net cash used in financing activities	(12,177)	(1,856)
Effect of exchange rate changes on cash	3,269	(2,186)
Net (decrease) increase in cash and cash equivalents	(69,659)	10,336
Cash and cash equivalents at beginning of period	137,563	61,187
Cash and cash equivalents at end of period	67,904	71,523
Eliminations
Cash flows from operating activities:
Cash (used in) provided by operating activities	(18,300)	(8,789)
Cash flows from investing activities:
Investment in subsidiary		7,000
Net cash used in investing activities		7,000
Cash flows from financing activities:
Dividends paid	18,300	8,789
Capital contribution		(7,000)
Net cash used in financing activities	$ 18,300	$ 1,789