UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, ~~2010~~2011

-OR-

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 333-144427

SALLY HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware		36-4472381
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)
3001 Colorado Boulevard
Denton, Texas		76210
(Address of principal executive offices)		(Zip Code)

3001 Colorado Boulevard
Denton, Texas		76210
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (940) 898-7500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

THE REGISTRANT, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SALLY BEAUTY HOLDINGS, INC., MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1) (a) and (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. YES o NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO x

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 x NO o

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 the definitions of “large accelerated filer,” “~~large~~ accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer o		Accelerated filer o

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

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

No voting or non-voting common equity of the registrant was held by non-affiliates of the registrant as of March 31, ~~2010~~2011. As of November 1711, ~~2010~~2011, all member units were owned by Sally Investment Holdings LLC, a wholly-owned subsidiary of Sally Beauty Holdings, Inc.

DOCUMENTS INCORPORATED BY REFERENCE: ~~NONE~~None

Table of Contents

TABLE OF CONTENTS

		Page	~~Page~~
	PART I	~~PART I~~
ITEM 1.	BUSINESS	~~BUSINESS~~1	1
ITEM 1A.	RISK FACTORS	~~RISK FACTORS~~13	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	~~UNRESOLVED STAFF COMMENTS~~26	26
ITEM 2.	PROPERTIES	~~PROPERTIES~~26	26
ITEM 3.	LEGAL PROCEEDINGS	~~LEGAL PROCEEDINGS~~27	27
ITEM 4.	REMOVED AND RESERVED	~~REMOVED AND RESERVED~~27	28
	PART II	~~PART II~~
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	~~MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~28	28
ITEM 6.	SELECTED FINANCIAL DATA	~~SELECTED FINANCIAL DATA~~28	28
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~29	30
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~54	54
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~55	56
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~55	56
ITEM 9A.	CONTROLS AND PROCEDURES	~~CONTROLS AND PROCEDURES~~55	56
ITEM 9B.	OTHER INFORMATION	~~OTHER INFORMATION~~56	57
	PART III	~~PART III~~
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~57	58
ITEM 11.	EXECUTIVE COMPENSATION	~~EXECUTIVE COMPENSATION~~57	58
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~57	58
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~57	58
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~57	58
	PART IV	~~PART IV~~
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~58	59

Table of Contents

Sally Holdings LLC, orwhich we refer to as Sally Holdings, a limited liability company organized under the laws of the State of Delaware, ~~has~~is ~~been~~ a wholly-owned subsidiary of Sally Investment Holdings LLC, orwhich we refer to as Sally Investment, a wholly-owned subsidiary of Sally Beauty Holdings, Inc., orwhich ~~Sally~~we ~~Beauty,~~refer ~~since~~to ~~November 16, 2006~~as Sally Beauty. All of the interests of Sally Holdings are beneficially owned by Sally Investment, and all of the interests of Sally Investment are beneficially owned by Sally Beauty. ~~Prior~~ to November 16, 2006, Sally Holdings was a Delaware corporation named “Sally Holdings, Inc.” and was a wholly-owned subsidiary of Alberto-Culver Company, or Alberto-Culver. In November 2006, Sally Holdings, Inc. was converted to a Delaware limited liability company, was renamed “Sally Holdings LLC” and became a wholly-owned subsidiary of Sally Investment and an indirect subsidiary of Sally Beauty in connection with the separation of Sally Holdings’ business from Alberto-Culver. All operations of Sally Investment and Sally Beauty are conducted through Sally Holdings and its consolidated subsidiaries. Sally Capital Inc., a Delaware corporation, or which we refer to as Sally Capital, is a wholly-owned subsidiary of Sally Holdings and does not have any assets or operations of any kind.

In this Annual Report, references to “Sally Holdings,” “the Company,” “our company,” “we,” “our,” “ours” and “us” refer to Sally Holdings LLC, and its ~~consolidated~~ ~~subsidiaries for periods after the separation from Alberto-Culver, and to Sally Holdings, Inc. and its~~ consolidated subsidiaries ~~for periods prior to the separation from Alberto-Culver~~ unless otherwise indicated or the context otherwise requires.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Annual Report on Form 10-K and in the documents incorporated by reference herein which are not purely historical facts or which depend upon future events may beconstitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions may also identify such forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including, but not limited to, risks and uncertainties related to:

· the highly competitive nature of, and the increasing consolidation of, the beauty products distribution industry;

· anticipating changes in consumer preferences and buying trends and managing our product lines and inventory;

· potential fluctuation in our same store sales and quarterly financial performance;

· our dependence upon manufacturers who may be unwilling or unable to continue to supply products to us;

· the possibility of material interruptions in the supply of ~~beauty supply~~ products by our manufacturers;

· products sold by us being found to be defective in labeling or content;

· compliance with laws and regulations or becoming subject to additional or more stringent laws and regulations;

· product diversion to mass retailers or other unauthorized resellers;

· the operational and financial performance of our Armstrong McCall, L.P. (“Armstrong McCall”) ~~franchised~~ franchise-based business;

· the success of our internet-based ~~business~~businesses;

· successfully identifying acquisition candidates orand successfully completing desirable acquisitions;

· integrating businesses acquired in the future;

· opening and operating new stores profitably;

· the impact of athe ~~downturn~~health in of the economy upon our business;

· the success of our cost control plans;

· protecting our intellectual property rights, particularly our trademarks;

· conducting business outside the United States;

· disruption in our information technology systems;

· severe weather, natural disasters or acts of violence or terrorism;

· the preparedness of our accounting and other management systems to meet financial reporting and other requirements and the upgrade of our existing financial reporting system;

· we, ~~are~~along awith Sally Capital Inc., are holding ~~company~~companies, with no operations of our own, and we depend on our subsidiaries for cash;

· our substantial indebtedness;

· the possibility that we may incur substantial additional debt in the future;

· restrictions and limitations in the agreements and instruments governing our debt;

Table of Contents

· ~~our substantial indebtedness; · the possibility that we may incur substantial additional debt in the future; · restrictions and limitations in the agreements and instruments governing our debt; ·~~ generating the significant amount of cash needed to service all of our debt and refinancing all or a portion of our indebtedness or obtaining additional financing; · changes in interest rates increasing the cost of servicing our debt or increasing our interest expense due to our interest rate swap agreements; · the potential impact on us if the financial institutions we deal with become impaired; · the representativeness of our historical consolidated financial information with respect to our future financial position, results of operations or cash flows; · our reliance upon Alberto-Culver for the accuracy of certain historical services and information; · the share distribution of Alberto-Culver common stock in our separation from Alberto-Culver not constituting a tax-free distribution; · actions taken by certain large stockholders of Sally Beauty adversely affecting the tax-free nature of the share distribution of Alberto-Culver common stock; · the voting power of Sally Beauty’s largest stockholder discouraging third party acquisitions of Sally Beauty at a premium; and · the interests of Sally Beauty’s largest stockholder differing from the interests of other holders of Sally Beauty’s common stock.

· changes in interest rates increasing the cost of servicing our debt or increasing our interest expense due to our interest rate swap agreements;

· the potential impact on us if the financial institutions we deal with become impaired;

· the costs and effects of litigation;

· the representativeness of our historical consolidated financial information with respect to our future financial position, results of operations or cash flows;

· the share distribution of Alberto-Culver Company (“Alberto-Culver”) common stock in our separation from Alberto-Culver not constituting a tax-free distribution;

· actions taken by certain large stockholders of Sally Beauty adversely affecting the tax-free nature of the share distribution of Alberto-Culver common stock;

· the voting power of Sally Beauty’s largest stockholder discouraging third party acquisitions of Sally Beauty at a premium; and

· the interests of Sally Beauty’s largest stockholder differing from the interests of other holders of Sally Beauty’s common stock.

The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements. We assume no obligation to publicly update or revise any forward-looking statements.

iii

Table of Contents

PART I

ITEM 1. BUSINESS

Introduction

Sally Holdings LLC is an international specialty retailer and distributor of professional beauty supplies with operations primarily in North America, South America and Europe. We ~~are~~ believe the Company is the largest distributor of professional beauty supplies in the U.S. based on store count. We operate primarily through two business units, Sally Beauty Supply and Beauty Systems Group, or BSG. Through Sally Beauty Supply and BSG ~~(which~~ ~~operates~~we ~~stores~~sell ~~under~~and ~~the~~distribute ~~CosmoProf~~beauty ~~service~~products ~~mark)~~through 4,128 ~~we operated a multi~~company-~~channel~~owned ~~platform~~stores, of181 ~~3,874~~franchised stores and ~~supplied~~1,116 ~~185~~professional ~~franchised~~distributor sales consultants. Sally Beauty Supply stores ~~primarily~~ intarget ~~North~~retail ~~America~~consumers and salon professionals, ~~South~~while ~~America~~BSG exclusively targets salons and ~~selected~~salon ~~European~~professionals. ~~countries~~We have store locations in the United States (including Puerto Rico), ~~as of~~Canada, ~~September~~the United Kingdom, 30Ireland, ~~2010~~Belgium, France, Germany, Spain, Chile and Mexico. Within BSG, we also have one of the largest networks of professional distributor sales consultants in North America, with approximately 1,~~051~~116 professional distributor sales consultants who sell directly to salons and salon professionals. As of September 30, 2010, Sally Beauty Supply had 3,006 company-operated retail stores and supplied 26 franchised stores located outside the U.S. and BSG had 868 company-operated stores and supplied 159 franchised stores. We provide our customers with a wide variety of leading third-party branded and exclusive-label professional beauty supplies, including hair ~~care~~color ~~and~~products, hair ~~color~~care products, hair dryers and hair styling appliances, skin and nail care products and other beauty items. ~~Sally Beauty Supply stores target retail consumers and salon professionals, while BSG exclusively targets salons and salon professionals.~~ Approximately 82%, 8482% and 8284% of our consolidated net sales for the fiscal years ended September 30, ~~2010~~2011, ~~2009~~ 2010 and ~~2008~~2009, respectively, were from customers located in the U.S. For the fiscal year ended September 30, ~~2010~~2011, our consolidated net sales were $23,~~916~~269.1 million.

Sally Beauty Supply began operations with a single store in New Orleans in 1964 and was acquired in 1969 by our former parent company, Alberto-Culver. BSG became a subsidiary of Alberto-Culver in 1995. In November 2006, we separated from Alberto-Culver and became an indirect wholly-owned subsidiary of Sally Beauty. We refer to our separation from Alberto-Culver and its consumer products-focused business as the Separation Transactions. ~~Sally Beauty is a Delaware corporation formed in June 2006 and became the accounting successor company to Sally Holdings upon the completion of the Separation Transactions.~~ When we refer to Alberto-Culver, we mean Alberto-Culver Company prior to the Separation Transactions or the company from which we separated.

In connection with the Separation Transactions, CDRS Acquisition LLC, or CDRS, and CD&R Parallel Fund VII, L.P., orwhich we refer to as the Parallel Fund, and, ~~which we refer to~~ together with CDRS, as the CDR Investors, invested an aggregate of $575.0 million in cash equity, ~~representing~~in ~~ownership~~Sally ~~currently of approximately 47~~Beauty.0% ofCDRS, ~~the~~which, ~~outstanding~~together ~~shares~~with ofthe ~~Sally~~Parallel ~~Beauty’s~~Fund, ~~common~~at ~~stock~~November 11, ~~on an undiluted basis. CDRS~~2011, ~~which~~ owns approximately 4735.05% of the outstanding shares of Sally Beauty’s common stock on an undiluted basis ~~as of September 30~~, ~~2010,~~ is a Delaware limited liability company organized by Clayton, Dubilier & Rice Fund VII, L.P., a private investment fund managed by Clayton, Dubilier & Rice, Inc. Also in connection with the Separation Transactions, we and certain of our subsidiaries incurred approximately $1,850.0 million of indebtedness, as more fully described below. Please see “Risk Factors — Risks Relating to Our Substantial Indebtedness” in Item 1A below.

Sally Holdings is a Delaware limited liability company. Sally Capital, a Delaware corporation, is a wholly-owned subsidiary of Sally Holdings and does not have any assets or operations of any kind.

Professional Beauty Supply Industry Distribution Channels

The professional beauty supply industry serves end-users through four distribution channels: full-service/exclusive distribution, open-line distribution, direct and mega-salon stores.

Full-Service/Exclusive

This channel exclusively serves salons and salon professionals and distributes “professional-only” products for use in salons and resale to consumers in salons. Many brands are distributed through arrangements with suppliers by geographic territory. BSG is a leading full-service distributor in the U.S.

Open-Line

This channel serves retail consumers and salon professionals through retail stores and the internet. This channel is served by a large number of localized retailers and distributors, with only a few having a regional presence and significant channel share. We believe that Sally Beauty Supply is the only open-line distributor in the U.S. with a national network of retail stores. In addition, Sally Beauty ~~Supply~~’s website (www.sallybeauty.com) and e-commerce platform provides access to product offerings and information beyond our retail stores.

Direct

This channel focuses on direct sales to salons and salon professionals by large manufacturers. This is the dominant form of distribution in Europe, but represents a smaller channel in the U.S. due to the highly fragmented nature of the U.S. salon industry, which makes direct distribution cost prohibitive for many manufacturers. In addition, we recently began to offer our BSG products for

Table of Contents

~~Direct~~sale to salons and salon professionals through Sally Beauty’s websites (www.cosmoprofbeauty.com and www.ebobdirect.com) and e-commerce platforms.

This channel focuses on direct sales to salons and salon professionals by large manufacturers. This is the dominant form of distribution in Europe, but represents a small channel in the U.S. due to the highly fragmented nature of the U.S. marketplace, which makes direct distribution cost prohibitive for many manufacturers.

Mega-Salon Stores

In this channel, large-format salons are supplied directly by manufacturers due to their large scale.

Key Industry and Business Trends

We operate primarily within the large and growing U.S. professional beauty supply industry. Potential growth in the industry is expected to be driven by increases in consumer demand for hair color, hair loss prevention and hair styling products. We believe the following key industry and business trends and characteristics will influence our business and our financial results going forward:

· High level of marketplace fragmentation. The U.S. salon channel is highly fragmented with ~~over~~nearly 250,000 salons and barbershops. Given the fragmented and small-scale nature of the salon industry, we believe that salon operators will continue to depend on full-service/exclusive distributors and open-line channels for a majority of their beauty supply purchases.

· Growth in booth renting and frequent stocking needs. Salon professionals primarily rely on just-in-time inventory due to capital constraints and a lack of warehouse and shelf space at salons. In addition, booth renters, who comprise a significant percentage of total U.S. salon professionals, are often responsible for purchasing their own supplies. Historically, booth renters have significantly increased as a percentage of total salon professionals, and we expect this trend to continue. Given their smaller individual purchases and relative lack of financial resources, booth renters are likely to be dependent on frequent trips to professional beauty supply stores, like BSG and Sally Beauty Supply. We expect that these factors will continue to drive demand for conveniently located professional beauty supply stores.

· Increasing use of exclusive-label products. We offer a broad range of ~~private~~ exclusive-label ~~and controlled label~~ products,. ~~which~~As weour ~~generally~~lines ~~refer to~~of ~~collectively as “~~exclusive-label products.” ~~Private~~have ~~label~~matured ~~products~~and ~~are brands~~become ~~for~~better ~~which~~known ~~we own or license the trademark and,~~ in ~~some~~our ~~instances,~~retail ~~the formula. Controlled label products are brands that are owned by the manufacturer~~stores, ~~but~~we ~~for~~have ~~which~~seen wean ~~have~~increase ~~been~~in ~~granted~~sales ~~sole~~of ~~distribution~~these ~~rights~~products. Generally, our exclusive-label products have higher gross margins for us than the leading third-party branded products, and, accordingly, we believe ~~this~~that ~~area~~the ~~offers~~growth ~~potential~~in ~~for growth~~sales of these products will likely enhance our overall gross margins. Please see “Risk Factors — We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

· Favorable demographic and consumer trends. We expect the aging baby-boomer population to drive future growth in professional beauty supply sales through an increase in the usage of hair color and hair loss products. Additionally, continuously changing fashion-related trends that drive new hair styles are expected to result in continued demand for hair styling products. Changes in consumer tastes and fashion trends can have an impact on our financial performance. Our continued success depends inlargely ~~large part~~ on our ability to anticipate, gauge and react in a timely and effective manner to changes in consumer spending patterns and preferences for beauty products. We continuously adapt our marketing and merchandising initiatives ~~for Sally Beauty Supply~~ in an effort to expand our market reach or to respond to changing consumer preferences. If we are unable to anticipate and respond to trends in the marketplace for beauty products and changing consumer demands, our business could suffer. Please see “Risk Factors — We may be unable to anticipate changes in consumer preferences and buying trends or manage our product lines and inventory commensurate with consumer demand.”

· International growth strategies. A key element of our growth strategy depends on our ability to capitalize on growth opportunities in the international marketplace and to grow our current level of non-U.S. operations. For example, onin December ~~16,~~ 2009, we acquired Sinelco Group NVBVBA (“Sinelco”), a wholesale distributor of professional beauty products located in Belgium with sales throughout Europe. ~~In addition~~and, onin September 4, 2009, we acquired Distribuidora Intersalon Limitada (“Intersalon”), a ~~leading~~ distributor of premier beauty supply products then with 16 stores located in Chile. These acquisitions furthered our expansion plans in Europe and Latin America, key targets of ~~the~~Sally ~~Company~~Beauty Supply’s international growth initiative. We intend to continue to identify and evaluate non-U.S. acquisition and/or organic international growth targets. Our ability to grow our non-U.S. operations, integrate our new non-U.S. acquisitions and successfully pursue additional non-U.S. ~~acquisitions~~acquisition and/or international organic growth targets may be affected by business, legal, regulatory and economic risks. Please see “Risk Factors —We may not be able to successfully identify acquisition candidates ~~and~~or successfully complete desirable acquisitions,” “If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business or have an adverse effect on our results of operations” and “Our ability to conduct business in international marketplaces may be affected by legal, regulatory and economic risks.”

· Continuing consolidation. There is continuing consolidation among professional beauty product distributors and professional beauty product manufacturers. We plan to continue to examine ways in which we can benefit from this trend, including ~~reviewing~~the evaluation of opportunities to shift business ~~within the professional beauty products channel~~ from competitive distributors to the BSG network as well as seeking opportunistic, value-added acquisitions which complement our long-term growth strategy. We believe that suppliers are increasingly likely to focus on larger distributors and retailers with a broader scale and retail footprint. We also believe that we are well positioned to capitalize on this trend as well as participate in the ongoing consolidation at the distributor/retail level. However, changes often occur in our relationships with suppliers that may materially affect the net sales and operating

Table of Contents

footprint. We also believe that we are well positioned to capitalize on this trend as well as participate in the ongoing consolidation at the distributor/retail level. However, changes often occur in our relationships with suppliers that may materially affect the net sales and operating earnings of our business segments. Consolidation among suppliers could exacerbate the effects of these relationship changes and could increase pricing pressures. For example, as we announced in ~~December 2006~~the fiscal year 2007, one of our largest ~~supplier~~suppliers, L’Oreal, moved a material amount of revenue out of ~~the~~ our BSG ~~nationwide~~ distribution network and into ~~competitive~~ regional distribution networks that compete with BSG. More recently, L’Oreal acquired distributors ~~competing~~that compete with BSG in the ~~southeastern~~Midwest, Southeast and ~~west~~West ~~coast~~Coast regions of the U.S. and, as a result, L’Oreal directly competes with BSG in certain geographic areas. If L’Oreal acquired other distributors or suppliers that conduct significant business with BSG, we could lose related revenue. There can be no assurance that ~~there~~BSG will not belose further ~~loss of~~ revenue over time ~~by BSG (including within its franchise-based business)~~ due to potential losses of additional products (both from L’Oreal and from other suppliers) as well as from the increased competition from L’Oreal-affiliated distribution networks. Please see “Risk Factors —The beauty products distribution industry is highly competitive and is consolidating” and “We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

· Relationships with suppliers. Sally Beauty Supply/, BSG and their respective suppliers are dependent on each other for the distribution of beauty products. We do not manufacture the brand name or exclusive-label products we sell. We purchase our products from a limited number of manufacturers. As is typical in distribution businesses (particularly in our industry), these relationships are subject to change from time to time (including the expansion or loss of distribution rights in various geographies and the addition or loss of product lines). Since we purchase products from many manufacturers on an at-will basis, under contracts which can generally be terminated without cause upon 90 days’ notice or less or which expire without express rights of renewal, such manufacturers could discontinue sales to us at any time or upon the expiration of the distribution period. Some of our contracts with manufacturers may be terminated by such manufacturers if we fail to meet specified minimum purchase requirements. In such cases, we do not have contractual assurances of continued supply, pricing or access to new products and vendors may change the terms upon which they sell. Infrequently, a supplier will seek to terminate a distribution relationship through legal action. For example, in 2007 Farouk Systems, Inc. filed an action seeking a declaratory judgment that it was entitled to terminate a long-term distribution agreement with Armstrong McCall. In 2010 that matter was settled and BSG now sells Farouk products in ~~some~~many territories. Changes in our relationships with suppliers occur often and could positively or negatively impact our net sales and operating profits. Although we focus on developing new revenue and cost management initiatives to mitigate the negative effects resulting from unfavorable changes in our supplier relationships, there can be no assurance that our efforts will continue to completely offset the loss of these or other distribution rights. Please see “Risk Factors—We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

We expect to continue to expand our product line offerings and to gain additional distribution rights over time through either further negotiation with suppliers or by ~~strategic~~ acquisitions of existing distributors. Although we are focused on developing new revenue and cost management initiatives, there can be no assurance that our efforts will partially or completely offset any potential loss of distribution rights in the future. Please see “Risk Factors—We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

· High level of competition. Sally Beauty Supply competes with other domestic and international beauty product wholesale and retail outlets, including local and regional open-line beauty supply stores, professional-only beauty supply stores, salons, mass merchandisers, drug stores and supermarkets, as well as sellers on the internet and salons retailing hair care items. BSG competes with other domestic and international beauty product wholesale and retail suppliers and manufacturers selling professional beauty products directly to salons and individual salon professionals. We also face competition from authorized and unauthorized retailers and internet sites offering professional salon-only products. The increasing availability of unauthorized professional salon products in large format retail stores such as drug stores, grocery stores and others could also have a negative impact on our business. Please see “Risk Factors —The beauty products distribution industry is highly competitive and is consolidating.”

· Economic conditions. We appeal to a wide demographic consumer profile and offer a broad selection of professional beauty products sold directly to retail consumers, and salons and salon professionals. Historically, these factors have provided us with reduced exposure to downturns in economic conditions in the countries in which we operate. However, a downturn in the economy, especially for an extended period of time, could adversely impact consumer demand of discretionary items such as beauty products and salon services, particularly affecting our electrical products category and our full-service sales business. In addition, higher freight costs resulting from increases in the cost of fuel, especially for an extended period of time, may impact our expenses at levels that we cannot pass through to our customers. These factors could have a material adverse effect on our business, financial condition and results of operations. Please see “Risk Factors —The health of the economy in the channels we serve may affect consumer purchases of discretionary items such as beauty products and salon services, which could have a material adverse effect on our business, financial condition and results of operations.”

· Controlling expenses. Another important aspect of our business is our ability to control costs, especially in our BSG business segment, by right-sizing the business and maximizing the efficiency of our business structure. For example, we recently completed implementation of a $22.0 million capital spending program to consolidate warehouses and reduce administrative

Table of Contents

~~· Controlling~~ expenses~~. Another~~ important aspect of our business is our ability to control costs, especially in our BSG business segment, by right-sizing the business and maximizing the efficiency of our structure. In 2009, we completed implementation of an approximately $22.0 million capital spending program to consolidate warehouses and reduce administrative expenses related to BSG’s distribution network ~~resulting~~which has resulted in annualized cost savings of ~~approximately~~ at least $14.0 million ~~for~~beginning in the ~~2010~~ fiscal year 2010. Please see “Risk Factors —We are not certain that our ongoing cost control plans will continue to be successful.”

· Opening new stores. Our future growth strategy depends in part on our ability to open and profitably operate new stores in existing and additional geographic areas. The capital requirements to open a U.S.-based Sally Beauty Supply or BSG store, excluding inventory, average approximately $70,000 and $80,000, respectively, with the capital requirements for international stores costing less or substantially more depending upon the marketplace. We may not be able to open all of the new stores we plan to open and any new stores we open may not be profitable, any of which could have a material adverse impact on our business, financial condition or results of operations. Please see “Risk Factors —If we are unable to profitably open and operate new stores, our business, financial condition and results of operations may be adversely affected.”

· Changes to our information technology systems. As our operations grow in both size and scope, we will continuously need to improve and upgrade our information systems and infrastructure while maintaining the reliability and integrity of our systems and infrastructure. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources in advance of any increase in the volume of our business, with no assurance that the volume of business will increase. For example, we ~~have recently upgraded our financial reporting systems in the U.S. and~~ are in the process of designing and implementing a standardized enterprise resource planning (“ERP”) system internationally, which we anticipate will be completed over the next few years. In addition, we are currently implementing a ~~three-year~~ point-of-sale system upgrade program in a number of our divisions (~~including~~primarily in our Sally Beauty Supply operations in the U.S.), which we anticipate will provide significant benefits, including enhanced tracking of customer sales and store inventory activity. These and any other required upgrades to our information systems and information technology (or new technology), now or in the future, will require that our management and resources be diverted from our core business to assist in completion of these projects. There can be no assurance that the time and resources our management will need to devote to these upgrades, service outages or delays due to the installation of any new or upgraded technology (and customer issues therewith), or the impact on the reliability of our data from any new or upgraded technology will not have a material adverse effect on our financial reporting, business, financial condition or results of operations. Please see “Risk Factors —We may be adversely affected by any disruption in our information technology systems.”

Business Segments, Geographic Area Information and Seasonality

We operate two business segments: (i) Sally Beauty Supply, an open-line and exclusive-label distributor of professional beauty supplies offering professional beauty supplies to both retail consumers and salon professionals primarily in North America, Europe, Puerto Rico and South America, and (ii) BSG, including its franchise-based business Armstrong McCall, a full-service beauty supply distributor offering professional brands directly to salons and salon professionals through our own sales force and professional-only stores, many in exclusive geographical territories, in North America, Puerto Rico, the United Kingdom and certain other European countries. BSG operates stores under the CosmoProf service mark. BSG also franchises professional beauty supply outlets in the southwest portion of the U.S. and in Mexico, and supplies sub-distributors in Europe. ~~Sales of~~ Sally Beauty Supply accounted for approximately 6362%, 6463% and 6364%; and BSG accounted for approximately 3738%, 3637% and 3736% of the ~~company~~Company’s consolidated net sales for the years ended September 30, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively.

Financial information about business segments and geographic area information is incorporated herein by reference to the “Business Segments and Geographic Area Information,” Note 1819 of the “Notes to Consolidated Financial Statements” in “Item 8 — Financial Statements and Supplementary Data” ofcontained elsewhere in this Annual Report.

Neither the sales nor the product assortment for Sally Beauty Supply or BSG are generally seasonal in nature.

Sally Beauty Supply

We believe Sally Beauty Supply is the largest open-line distributor of professional beauty supplies in the U.S. based on store count. As of September 30, ~~2010~~ 2011, Sally Beauty Supply operated 3,~~006~~133 company-operated retail stores, 2,~~429~~ 509 of which are located in the U.S., (with the ~~remainder~~remaining in624 ~~the~~company-operated ~~United~~stores ~~Kingdom, Belgium~~located ~~and~~in ~~certain~~Puerto ~~other~~Rico, ~~countries~~Canada, inMexico, ~~Europe~~Chile, ~~and~~the inUnited ~~Canada~~Kingdom, Ireland, ~~Puerto~~Belgium, ~~Rico~~France, ~~Mexico~~ Germany and ~~Chile),~~Spain. ~~and~~Sally Beauty Supply also supplied 2625 franchised stores located outside the U.S. ~~Its~~ Our Sally Beauty Supply stores carry an extensive selection of professional beauty ~~products~~supplies for both retail customers and salon professionals, ~~ranging~~ with between 45,000 and 8,000 stock keeping units, (or SKUs, (in the U.S. and Canada) of beauty products, ~~and~~across ~~includes~~product ~~products~~categories ~~for~~including hair color, hair care, skin and nail care, beauty sundries and ~~small~~ electrical appliances ~~targeting retail consumers and salon professionals~~. Sally Beauty Supply stores carry leading third-party brands such as Clairol®, ~~Revlon~~ Revlon® and Conair®, as well as an extensive selection of exclusive-label merchandise. Store formats, including average size and product selection, for Sally Beauty Supply outside the U.S. and Canada vary by marketplace. We believe that Sally Beauty Supply has differentiated itself from its competitors through its customer value proposition, attractive pricing, extensive selection of leading third-party branded and exclusive-label products, a broad ethnic product selection, ~~the~~knowledgeable ~~product knowledge of its~~ sales associates and convenient store locations.

Table of Contents

Store Design and Operations

Sally Beauty Supply stores are designed to create an appealing shopping environment that embraces the retail consumer and salon professional and highlights its extensive product offering. Sally Beauty Supply’s ~~stores~~U.S. ~~average~~and ~~between~~Canadian ~~1,500 square~~stores ~~feet~~average ~~and~~approximately 1,700 square feet in size and are located primarily in strip shopping centers ~~in the U~~.S. ~~and Canada.~~ Generally, Sally Beauty Supply stores in the U.S. and Canada follow a consistent format, allowing customers familiarity between Sally Beauty Supply locations. Store formats for Sally Beauty Supply outside the U.S. and Canada vary by marketplace.

Sally Beauty Supply stores are segmented into distinctive areas arranged by product type with signs allowing its customers to easily navigate through its stores. Sally Beauty Supply seeks to stimulate cross-selling and impulse buying through strategic product placement and use of displays to highlight new products and key promotional items.

Merchandise

Sally Beauty Supply stores carry a broad selection of branded and exclusive-label professional beauty supplies. Sally Beauty Supply manages each category by product and by SKU and uses centrally developed planoguides to maintain a consistent merchandise presentation across its store base (primarily in the U.S. and Canada). Through its information systems, Sally Beauty Supply actively monitors each store’s performance by category, allowing it to maintain consistently high levels of in-stock merchandise. We believe Sally Beauty Supply’s tailored merchandise strategy enables it to meet local demands and helps drive traffic in its stores. Additionally, its information systems enable it to track and automatically replenish inventory levels, generally on a weekly basis, primarily in the U.S.

In addition, Sally Beauty Supply offers a comprehensive ethnic product selection with specific appeal to African-American and Hispanic customers. Its ethnic product offerings are tailored by store based on market demographics and category performance. For example, sales of products targeted for ~~the~~these ~~African-American~~ customers averaged approximately 89.60% of net sales in Sally Beauty Supply’s U.S. stores during the past three years. We believe the ~~breadth~~wide of selection of ethnic products available in Sally Beauty Supply stores is unique and differentiates its stores from its competition. Sally Beauty Supply also aims to position itself to be competitive in price, but not a discount leader.

Sally Beauty Supply’s pricing strategy is differentiated by customer segment. Professional salon customers are generally entitled to a price lower than that received by retail customers. However, Sally Beauty Supply does offer discounts to retail customers through its customer loyalty program (please see Marketing and Advertising below).

Leading Third-Party Branded Products

Sally Beauty Supply offers an extensive selection of hair care products, nail care products, beauty sundries and appliances from leading third-party brands such as Clairol®, Revlon ® and Conair®, as well as an extensive selection of exclusive-label merchandise. We believe that carrying a broad selection of the latest premier branded merchandise is critical to maintaining long-term relationships with our customers. The merchandise Sally Beauty Supply carries includes products from one or more of the leading manufacturers in each category. Sally Beauty Supply’s objective is not only to carry leading brands, but also to carry a full range of branded and exclusive-label products within each category. As hair trends continue to evolve, we expect to offer the changing professional beauty product assortment necessary to meet the needs of retail consumers and salon professionals.

Exclusive-Label Products

Sally Beauty Supply offers a broad range of exclusive-label products. We believe exclusive-label products provide customers with an attractive alternative to higher-priced leading third-party brands. Exclusive-label products accounted for approximately 4244% of Sally Beauty Supply’s product sales in the U.S. during the ~~2010~~2011 fiscal year. Generally, the exclusive-label brands have higher gross margins than the leading third-party branded products, and we believe this area offers continued potential growth. Sally Beauty Supply maintains exclusive-label products in a number of categories including hair care, small electrical appliances and salon products. Sally Beauty Supply actively promotes its exclusive-label brands through in-store promotions, print advertising and ~~monthly~~direct shopping guides. We believe our customers perceive ~~these~~our exclusive-label products to be comparable in quality and name recognition to leading third-party branded products.

Table of Contents

The following table sets forth the approximate percentage of Sally Beauty Supply’s sales by merchandise category:

	Fiscal Year Ended September 30,
	2010		2009		2008
	2011		2010		2009
Hair color	22.75	%	22.87	%	2122.78	%
Hair care	2021.73	%	1920.7	%	1819.57	%
Brushes, cutlery and accessories	15.1	%	15.6	%	16.8	%
Skin and nail care	15.2	%	14.2	%	13.0	%
Skin and nail care	14.2	%	13.0	%	12.4	%
Brushes, cutlery and accessories	14.5	%	15.1	%	15.6	%
Electrical appliances	1110.86	%	11.98	%	1311.29	%
Ethnic products	87.19	%	8.71	%	98.17	%
Other beauty items	78.40	%	87.34	%	8.3	%
Total	100.0	%	100.0	%	100.0	%

Marketing and Advertising

Sally Beauty Supply’s marketing program is designed to promote its extensive selection of brand name products at competitive prices. The program is currently centered on multi-page, color flyers highlighting promotional products. Separate flyers are created and tailored to Sally Beauty Supply’s retail customers and salon professionals. These flyers, which are available in Sally Beauty Supply stores, are also mailed to loyalty program customers and salon professionals on a monthly basis and are supplemented by e-mail newsletters.

We continuously adapt our marketing and merchandising initiatives for Sally Beauty Supply in an effort to expand our market reach or to respond to changing consumer preferences.

Sally Beauty Supply’s customer loyalty and marketing programs, primarily in the U.S. and Canada, allow Sally Beauty Supply to collect point-of-sale customer data and increase our understanding of customers’ needs. The Sally “Beauty Club” is a loyalty program for customers who are not salon professionals. Beauty Club members, after paying a nominal annual fee, are eligible to receive a special, discounted price on almost every non-sale item. Members are also eligible ~~for~~to areceive special Beauty Club e-mail ~~newsletter~~newsletters and exclusive direct mail flyers that ~~contains~~contain additional savings, beauty tips, new product information and coupons. In addition, the “ProCard” is a marketing program for licensed salon professionals. ProCard members are eligible to receive discounts on all beauty products sold at Sally Beauty Supply stores. We believe these programs are effective in developing and maintaining customer relationships. Outside the U.S. and Canada, our customer loyalty and marketing programs vary by marketplace.

Store Locations

Sally Beauty Supply selects geographic areas and store sites on the basis of demographic information, the quality and nature of neighboring tenants, store visibility and location accessibility. Sally Beauty Supply seeks to locate stores primarily in strip malls, which are occupied by other high traffic retailers including grocery stores, mass merchants and home centers.

Sally Beauty Supply balances its store expansion between new and existing marketplaces. In its existing marketplaces, Sally Beauty Supply adds stores as necessary to provide additional coverage. In new marketplaces, Sally Beauty Supply generally seeks to expand in geographically contiguous areas to leverage its experience. We believe that Sally Beauty Supply’s knowledge of local marketplaces is an important part of its success.

The following table provides a history of Sally Beauty Supply’s store count (including franchised stores) during the last five fiscal years:

	Fiscal Year Ended September 30,
	2011	2010	2009	2008	2007
Stores open at beginning of period	3,032	2,923	2,844	2,694	2,511
Net store openings during period	126	108	60	110	83
Stores acquired during period	—	1	19	40	100
Stores open at end of period	3,158	3,032	2,923	2,844	2,694

Table of Contents

	Fiscal Year Ended September 30,
	2010	2009	2008	2007	2006
Stores open at beginning of period	2,923	2,844	2,694	2,511	2,419
Net store openings during period	108	60	110	83	92
Stores acquired during period	1	19	40	100	—
Stores open at end of period	3,032	2,923	2,844	2,694	2,511

Beauty Systems Group

We believe that BSG is the largest full-service distributor of professional beauty supplies in ~~the~~North UAmerica, exclusively targeting salons and salon professionals.S. As of September 30, ~~2010~~2011, BSG had ~~868~~ 995 company-operated stores, supplied ~~159~~156 franchised stores and had a sales force of approximately 1,~~051~~116 professional distributor sales consultants selling exclusively to salons and salon professionals in ~~substantially~~all ~~every state~~states in the U.S., in portions of Canada, and in Puerto Rico, Mexico and certain European countries. BSG carries leading professional beauty product brands, intended for use in ~~portions~~salons and for resale by the salon to consumers. BSG stores provide a comprehensive selection of ~~Canada~~between 5,000 ~~Mexico~~and 10,000 beauty product SKUs that include hair color and care, skin and nail care, beauty sundries and electrical appliances. Certain BSG products are sold under exclusive distribution agreements with suppliers, whereby BSG is designated as the sole distributor for a product line within certain ~~European~~ ~~countries~~geographic territories. Through its large store base and sales force, BSG is able to access a significant portion of the highly fragmented U.S. salon channel.

Store Design and Operations

BSG stores are designed to create a professional shopping environment that embraces the salon professional and highlights its extensive product offering. Company-operated BSG stores, which primarily operate under the CosmoProf banner, average approximately 2,700 square feet and are ~~located~~ primarily located in secondary strip shopping centers. BSG store layouts are designed to provide optimal variety and options to the salon professional. Stores are segmented into distinctive areas arranged by product type with certain areas dedicated to leading third-party brands; such as Paul Mitchell®, Wella®, Sebastian®, Goldwell®, Joico® and TIGI®. The selection of these and other brands varies by territory.

Professional Distributor Sales Consultants

BSG has a network of approximately 1,~~051~~116 professional distributor sales consultants (“DSC” or “DSCs”), which exclusively serve salons and salon professionals. The following table sets forth the number of consultants in the BSG network during the last five fiscal years:

	Fiscal Year Ended September 30,
	2010	2009	2008	2007	2006
	2011	2010	2009	2008	2007
Professional distributor sales consultants(a)	1,~~051~~116	1,~~022~~051	~~984~~1,022	~~1,002~~984	1,~~163~~002

(a) Includes 411, 395, 300, 328, ~~317~~ and ~~348~~317 distributor sales consultants of our Armstrong McCall franchisees at September 30, 2011, 2010, 2009, 2008, ~~2007~~ and ~~2006~~2007, respectively.

The increase in the number of DSCs in ~~2009~~the fiscal year 2011 reflects approximately 9070 distributor sales consultants ~~previously~~ employed by ~~Schoeneman~~Aerial ~~Beauty Supply~~Company, Inc. (“~~Schoeneman~~Aerial”) prior to the Company’s acquisition of ~~Schoeneman~~Aerial onin ~~September 30,~~October ~~2009~~2010. The ~~decrease~~increase in ~~DSCs in~~ the ~~fiscal~~number ~~year 2007 was in response to the loss~~ of ~~L’Oreal-related sales~~DSCs ~~resulting from changes to our contractual relationship with L’Oreal. BSG’s DSC sales force was reduced~~ in the fiscal year ~~2007~~2009 ~~and~~reflects ~~the~~approximately ~~remaining~~90 ~~affected~~ distributor sales consultants ~~were~~employed ~~offered~~by ~~certain~~Schoeneman ~~compensation~~Beauty ~~related incentives to stay with the Company~~Supply, ~~as BSG replaced lost L’Oreal sales~~Inc. ~~Please see~~ (“~~Risk Factors—The beauty products distribution industry is highly competitive and is consolidating,~~Schoeneman”) ~~and~~prior ~~“We~~to ~~depend~~the ~~upon~~Company’s ~~manufacturers~~acquisition ~~who may be unable to provide products~~ of ~~adequate~~Schoeneman ~~quality~~in orSeptember ~~who may be unwilling to continue to supply products to us~~2009.”

In order to provide a knowledgeable sales consultant team, BSG actively recruits individuals with industry knowledge or sales experience, as we believe that new sales consultants with either broad knowledge about the products or direct sales experience will be more successful.

BSG provides training to new sales consultants beginning with a two-week training program, followed by a ~~continuing~~ program of continuing media-based training, delivered through audio, video and web-based e-learning. The program is designed to develop product knowledge as well as techniques on how best to serve salon professionals. In addition to selling professional beauty products, these sales consultants offer in-salon training for professionals and owners in areas such as new styles, techniques and business practices.

An important component of sales consultants’ compensation is sales commissions. BSG’s commission system is designed to drive sales and focus consultants on selling products that are best suited to individual salons and salon professionals. We believe our emphasis on recruitment, training, and sales-based compensation results in a sales force that distinguishes itself from other full-service/exclusive-channel distributors.

The following table sets forth the approximate percentage of BSG sales attributable by distribution channel:

	Fiscal Year Ended September 30,
	2010		2009
	2011		2010
Company-operated retail stores	6562.19	%	6061.05	%
Professional distributor sales consultants (full-service)	2427.24	%	27.98	%
Franchise stores	109.7	%	1210.17	%
Total	100.0	%	100.0	%

Merchandise

BSG stores carry a broad selection of third-party branded products, ranging between 5,000 and 10,000 SKUs of beauty products, including hair color and care, skin and nail care, beauty sundries and electrical appliances and other beauty items. Some products are

Table of Contents

~~Merchandise~~available in bulk packaging for higher volume salon needs. Through BSG’s information systems, each store’s product performance is actively monitored, allowing maintenance of an optimal merchandise mix. Additionally, BSG’s information systems track and automatically replenish inventory levels on a weekly basis, enabling BSG to maintain high levels of product in stock. Although BSG positions itself to be competitive on price, its primary focus is to provide a comprehensive selection of branded products to the salon professional. Certain BSG products are sold under exclusive arrangements with suppliers, whereby BSG is designated the sole distributor for a specific brand name within certain geographic territories. We believe that carrying a broad selection of branded merchandise is critical to maintaining relationships with our professional customers.

BSG stores carry a broad selection of third-party branded products, ranging between 5,000 and 10,000 SKUs of beauty products, including hair care products, nail care, small electrical appliances and other beauty items. Some products are available in bulk packaging for higher volume salon needs. Through BSG’s information systems, each store’s product performance is actively monitored, allowing maintenance of an optimal merchandise mix. Additionally, BSG’s information systems track and automatically replenish inventory levels on a weekly basis, enabling BSG to maintain high levels of product in stock. Although BSG positions itself to be competitive on price, its primary focus is to provide a comprehensive selection of branded products to the salon professional. Certain BSG products are sold under exclusive arrangements with suppliers, whereby BSG is designated the sole distributor for a specific brand name within certain geographic territories. We believe that carrying a broad selection of branded merchandise is critical to maintaining relationships with our valued professional customers.

The following table sets forth the approximate percentage of BSG’s sales attributable by merchandise category:

	Fiscal Year Ended September 30,
	2010		2009		2008
	2011		2010		2009
Hair care	37.10	%	3837.51	%	38.15	%
Hair color	29.6	%	2829.46	%	2628.34	%
Promotional items(a)	1312.29	%	1213.52	%	12.45	%
Skin and nail care	89.17	%	78.71	%	87.07	%
Electrical appliances	4.53	%	4.95	%	64.59	%
Other beauty items	76.5	%	87.05	%	8.70	%
Total	100.0	%	100.0	%	100.0	%

(a) Promotional items consist of sales from other categories that are sold on a value-priced basis.

Marketing and Advertising

BSG’s marketing program is designed primarily to promote its extensive selection of brand name products at competitive prices. BSG distributes at its stores and mails to its salon and salon professional customers, multi-page color shopping guides that highlight promotional products. In addition, BSG communicates with its customers and distributes promotional material via e-mail, Facebook and Twitter. Some BSG stores also host monthly manufacturer-sponsored classes for customers. These classes are held at BSG stores and led by manufacturer-employed educators. Salon professionals, after paying a small fee to attend, are educated on new products and beauty trends. We believe these classes increase brand awareness and potentially drive sales in BSG stores.

Store Locations

BSG stores are primarily located in secondary strip shopping centers. Although BSG stores are located in visible and convenient locations, salon professionals are generally less sensitive about store location than Sally Beauty Supply customers.

The following table provides a history of BSG’s store count (including franchised stores) during the last five fiscal years:

	Fiscal Year Ended September 30,
	2010	2009	2008	2007	2006
	2011	2010	2009	2008	2007
Stores open at beginning of period	~~991~~1,027	~~929~~991	~~874~~929	~~828~~874	~~822~~828
Net store openings during period	3639	1636	4416	4644	646
Stores acquired during period (a)(b)	—	46	11	—	—
Stores acquired during period (a)	85	—	46	11	—
Stores open at end of period	1,~~027~~151	~~991~~1,027	~~929~~991	~~874~~929	~~828~~874

(a) Stores acquired in the fiscal year 2011 include 82 stores owned by Aerial prior to the Company’s acquisition of Aerial in October 2010. Stores acquired in the fiscal year 2009, include 43 stores owned by Schoeneman prior to the Company’s acquisition of Schoeneman onin September ~~30,~~ 2009.

(b) Stores acquired during and at the end of the fiscal periods presented herein do not include 82 stores owned by Aerial Company Inc. (“Aerial”) prior to the Company’s acquisition of Aerial on October 1, 2010.

Table of Contents

Our Strategy

We believe there are significant opportunities to increase our sales and profitability through the further implementation of our operating strategy and by growing our store base in existing and contiguous marketplaces, both organically and through strategic acquisitions. Specific elements of our growth strategy include the following:

Increase Sales Productivity of Our Stores

We intend to grow same store sales by focusing on improving our merchandise mix and introducing new products. In addition, we plan to tailor our marketing, advertising and promotions to attract new customers and increase sales with existing customers. We also plan to enhance our customer loyalty programs, which allow us to collect point-of-sale customer data and increase our understanding of customers’ needs.

Open New Stores and Exploring New Marketplaces

In the fiscal year 2010, we opened or acquired 109 and 36 net new stores for Sally Beauty Supply and BSG, respectively. Because of the limited initial capital outlay, rapid payback, and attractive return on capital, we intend to continue to expand our Sally Beauty Supply and BSG store base. We believe there are growth opportunities for additional stores in North America, Europe and Central and South America. We expect new store openings and acquisitions in existing and new areas to be an important aspect of our future growth opportunities. Please also see “Pursue Strategic Acquisitions.”

Increase Sales of Exclusive-label Products

We currently intend to grow exclusive-label sales in Sally Beauty Supply. We believe our customers view our exclusive-label products as high-quality, recognizable brands, which are competitive with leading third-party branded merchandise. Exclusive-label products are currently sold through our Sally Beauty Supply stores with very limited exclusive-label offerings at BSG. Exclusive-label products account for a substantial amount of the Sally Beauty Supply segment net sales and generate a gross margin greater than that of the leading third-party brands sold through our stores. Potential growth for such products is believed to be significant. In addition, our broad exclusive-label product offering minimizes our dependence on any one brand or supplier. We believe exclusive-label products present opportunities to grow profits and increase store loyalty.

Increase Operating Efficiency and Profitability

We believe there are opportunities to increase the profitability of operations, especially in our BSG business. During the last couple of fiscal years, we made certain changes which included right-sizing the business (including some targeted reductions-in-force) and maximizing the efficiency of our structure. We completed a re-branding project at BSG that repositioned all of our North American company-operated stores under a common name and store identity, CosmoProf, which we believe has improved brand consistency, saved on advertising and promotional costs and allowed for a more focused marketing strategy. We also implemented a two-year, $22.0 million capital spending program to consolidate warehouses and reduce administrative expenses related to BSG’s distribution network. Over the past few years, we have undertaken a full review of our procurement strategy. This initiative is intended to identify lower-cost alternative sources of supply in certain product categories from countries with lower manufacturing costs. We also offer between 5,000 and 8,000 SKUs of our Sally Beauty Supply products for sale through Sally Beauty’s website (www.sallybeauty.com), which we expect will increasingly lead to additional sales for that business segment.

Pursue Strategic Acquisitions and New Territories for Organic Growth

We have completed more than 30 acquisitions during the last 10 years. We believe our experience in identifying attractive acquisition targets; our proven integration process; and our highly scalable infrastructure have created a strong platform for potential future acquisitions, subject to restrictions on our ability to finance acquisitions by incurring additional debt or issuing equity under our debt agreements. For example, (1) in March of 2010, we acquired certain assets and the business of a former exclusive distributor of John Paul Mitchell Systems beauty products with sales primarily in south Florida and certain islands in the Caribbean; (2) in December of 2009, we acquired Sinelco, a wholesale distributor of professional beauty products located in Belgium with sales throughout Europe; (3) on September 30, 2009, we acquired Schoeneman, a 43-store beauty supply chain located in the central northeast United States; (4) in September of 2009, we acquired Intersalon, a leading distributor of premier beauty supply products with 16 stores located in Chile; (5) in September of 2009, we also acquired the assets and business of Belleza Concept International, Inc., a distributor of beauty supply products operating in Puerto Rico; and (6) in May of 2008, we acquired Pro-Duo NV (“Pro-Duo”), a cash and carry retailer of both professional and retail hair products with 40 stores located primarily in Belgium, France and Spain. We intend to continue to identify and evaluate acquisition targets and organic growth targets both domestically and internationally, with a focus on expanding our exclusive BSG territories and allowing Sally Beauty Supply to enter new geographic areas principally outside the U.S.

Competition

Although there are a limited number of sizable direct competitors to our business, the beauty industry is highly competitive. In each area in which we operate, we experience competition from domestic and international businesses often with more resources, including

Table of Contents

mass merchandisers, drug stores, supermarkets and other chains offering similar or substitute beauty products at comparable prices. Our business also faces competition from department stores. In addition, our business competes with local and regional open-line beauty supply stores and full-service distributors selling directly to salons and salon professionals through both professional distributor sales consultants and outlets open only to salons and salon professionals. Our business also faces increasing competition from certain manufacturers that use their own sales forces to distribute their professional beauty products directly or align themselves with our competitors. Some of these manufacturers are vertically integrating through the acquisition of distributors and stores. In addition, these manufacturers may acquire additional brands that we currently distribute and attempt to shift these products to their own distribution channels. Our business also faces competition from authorized and unauthorized retailers and internet sites offering professional salon-only products. Please see “Risk Factors—The beauty products distribution industry is highly competitive and is consolidating” for additional information about our competition.

Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors and contribute to our success:

The Largest Professional Beauty Supply Distributor in the U.S. with Multi-Channel Platform

We believe that Sally Beauty Supply and BSG together comprise the largest distributor of professional beauty products in the U.S. by store count. Our leading channel positions and multi-channel platform afford us several advantages, including strong positioning with suppliers, the ability to better service the highly fragmented beauty supply marketplace, economies of scale and the ability to capitalize on the ongoing consolidation in our sector. Through our multi-channel platform, we are able to generate and grow revenues across broad, diversified geographies, and customer segments using varying product assortments. In the U.S. and Puerto Rico, we offer up to 8,000 and 10,000 SKUs in Sally Beauty Supply (in our stores and online) and BSG stores, respectively, to a broad potential customer base that includes ~~millions of~~ retail consumers ~~and more than 250~~,~~000~~ ~~hair~~ salons and barbershops in the U.S.

Table of Contents

Differentiated Customer Value Proposition

We believe that our stores ~~are~~have ~~differentiated~~a ~~from~~competitive ~~their~~advantage over those of our competitors ~~through~~ due to our stores’ convenient location, broad selection of professional beauty products (including leading third-party branded and exclusive-label merchandise), high levels of in-stock merchandise, knowledgeable salespeople and competitive pricing. Our merchandise mix includes a comprehensive ethnic product selection, which is tailored by store based on market demographics and category performance. We believe that the ~~breadth~~wide ~~of our~~ selection of these products at our stores further differentiates Sally Beauty Supply from its competitors. In addition, as discussed above, Sally Beauty Supply also offers a customer loyalty program ~~for Sally~~called ~~Beauty Supply customers,~~ the Beauty Club, whereby members receive a special, ~~discounted~~member ~~price~~discounts on products and are ~~also~~ eligible for ~~a special~~ Beauty Club e-mail ~~newsletter~~newsletters and exclusive direct mail flyers with additional promotional offerings, beauty tips and new product information for a nominal annual membership fee. ~~We believe that our differentiated customer value proposition and strong brands drive customer loyalty and high repeat traffic, contributing to our consistent historical financial performance.~~ Our BSG professional distributor sales consultants benefit from their customers having access to the BSG store systems as customers have the ability to pick up the products they need between sales visits from professional distributor sales consultants. We believe that our differentiated customer value proposition and strong brands drive customer loyalty and high repeat traffic, contributing to our consistent historical financial performance.

Attractive Store Economics

We believe that our stores generate attractive returns on invested capital. The capital requirements to open a U.S.-based Sally Beauty Supply or BSG store, excluding inventory, average approximately $70,000 and $80,000, respectively, with the capital requirements for international stores costing less or substantially more depending on the local economic conditions. Sally Beauty Supply stores average ~~between~~approximately 1,~~500 square feet and 1,~~700 square feet and BSG stores average approximately 2,700 square feet in size in the U.S. and Canada. ~~Domestically~~ In the U.S., our stores are typically located within strip shopping centers. Strong average sales per square foot combined with minimal staffing requirements, low rent expense and limited initial capital outlay typically result in positive contribution margins within a few months of opening, and cash payback on investment within approximately two years. Due to such attractive investment returns and relatively high operating profit contributions per store, during the past five fiscal years Sally Beauty Supply and BSG have opened an aggregate of ~~453~~487 and ~~148~~ 181 net new stores, respectively, excluding the effect of acquisitions. ~~Store~~Outside ~~formats,~~the ~~including~~U.S. ~~average~~and ~~size~~Canada, ~~for~~our ~~Sally~~store ~~Beauty Supply~~format, ~~outside~~sizes ~~the U.S.~~ and ~~Canada~~capital requirements vary by marketplace, but we believe these stores also generate compelling unit economics.

Consistent Financial Performance

We have a proven track record of strong growth and consistent profitability due to superior operating performance, new store openings and strategic acquisitions. Over the past five fiscal years, our consolidated same store sales growth has been positive in each year and has averaged 3nearly 4.30%, as set forth in the following table:

	Fiscal Year Ended September 30,
Same store sales growth (a)	~~2010~~2011		~~2009~~2010		~~2008~~2009		~~2007~~2008		~~2006~~2007
Sally Beauty Supply	46.13	%	24.1	%	1.2.1	%	21.72	%	2.47	%
Beauty Systems Group	65.25	%	16.02	%	61.90	%	106.19	%	410.1	%
Consolidated	4.6.1	%	14.86	%	21.68	%	42.56	%	24.85	%

(a)

Same stores are defined as company-operated stores that have been open for at least 14 months as of the last day of a month. Our same store sales are calculated in constant dollars and include internet-based sales (beginning in fiscal year 2009) and store expansions, if applicable, but do not generally include the sales from stores relocated until at least 14 months after the relocation. The sales from stores acquired are excluded from our same store sales calculation until at least 14 months after the acquisition.

Experienced Management Team with a Proven Track Record

Our senior management team, which includes the management team of Sally Beauty led by President and Chief Executive Officer Gary Winterhalter, averages 24 years of beauty industry experience and possesses a unique combination of management skills and experience in the beauty supply market. Our team also has a strong track record of successfully identifying and integrating acquisitions, which continues to be an important part of our overall strategy.

Our Strategy

Increase Sales Productivity of Our Stores

We intend to grow same store sales by focusing on improving our merchandise mix and introducing new products. In addition, we plan to tailor our marketing, advertising and promotions to attract new customers and increase sales with existing customers. We plan to continue to enhance our customer loyalty programs, which allow us to collect point-of-sale customer data and increase our understanding of customers’ needs. Our exclusive-label products are competitive with leading third-party branded merchandise, draw

Table of Contents

traffic to our stores and increase customer loyalty.

Expand Our Store Base

During the past five fiscal years, Sally Beauty Supply and BSG have opened an aggregate of 487 and 181 net new stores, respectively, excluding the effect of acquisitions. Because of the limited initial capital outlay, rapid payback, and attractive return on capital, we intend to continue to expand our store base. In the fiscal year 2011, we opened 126 and 39 Sally Beauty Supply stores and BSG stores, respectively, excluding the effect of acquisitions. We believe there are growth opportunities for additional stores in North America, Europe and Central and South America. We expect new store openings in existing and new areas to be an important aspect of our future growth opportunities, and intend to continue our annual organic store growth between 4% and 5% of our total stores for the foreseeable future.

Grow Internationally

International sales represent 21% of Sally Beauty Supply’s net sales and we believe there is a significant opportunity for future growth in certain international geographic areas. As of September 30, 2011, we operated 679 international company-owned stores and 55 international franchise stores across nine countries outside the United States: Canada, the United Kingdom, Ireland, Belgium, France, Germany, Spain, Chile and Mexico. We believe our platform provides us with the foundation to continue to expand internationally. In particular, we are currently focused on growing our business in Europe and Central and South America.

Increase Operating Efficiency and Profitability

We believe there are opportunities to increase the profitability of operations by growing our exclusive-label brands, improving sourcing, shifting customer mix, continuing our cost-cutting initiatives, particularly at BSG, and by further expanding our internet channel. We continue to develop and promote our higher margin exclusive-label products and increase exclusive product sales, which increases our gross margins and operating results. Over the past few years, we have undertaken a full review of our merchandise procurement strategy. This initiative is intended to identify lower-cost alternative sources of supply in certain product categories from countries with lower manufacturing costs. We continue to focus on changing our customer mix by increasing the percentage of retail customers within our stores at Sally Beauty Supply. At BSG, we have completed numerous projects, including a re-branding initiative that repositioned the vast majority of our North American company-operated stores under a common name and store identity, CosmoProf, which we believe has improved brand consistency, saved on advertising and promotional costs and allowed for a more focused marketing strategy. Recently, we completed a $22.0 million capital spending program to consolidate warehouses and reduce administrative expenses related to BSG’s distribution network.

We also offer between 5,000 and 8,000 SKUs of our Sally Beauty Supply products for sale through Sally Beauty’s website (www.sallybeauty.com) and have recently begun to offer between 10,000 and 12,000 SKUs of our BSG products for sale principally through Sally Beauty’s websites (www.cosmoprofbeauty.com and www.ebobdirect.com). We expect electronic commerce, or e-commerce, will increasingly lead to additional higher margin sales for both business segments as a result of the incremental operating expenses (including rent and other occupancy expenses, payroll, and shipping and handling expenses) associated with traditional brick-and-mortar stores. Please see “Risk Factors — Our internet-based business may be unsuccessful or may cause internal channel conflict.”

Pursue Strategic Acquisitions and New Territories for Organic Growth

We have completed more than 35 acquisitions during the last 10 years. We believe our experience in identifying attractive acquisition targets, our proven integration process and our highly scalable infrastructure have created a strong platform for potential future acquisitions. Recent acquisitions have included:

· In October 2010, we acquired Aerial, an 82-store professional-only distributor of beauty products operating in 11 states in the midwestern United States.

· In March 2010, we acquired certain assets and the business of a former exclusive distributor of John Paul Mitchell Systems beauty products with sales primarily in south Florida and certain islands in the Caribbean.

· In December 2009, we acquired Sinelco, a wholesale distributor of professional beauty products located in Belgium with sales throughout Europe.

· In September 2009, we acquired Schoeneman, a 43-store beauty supply chain located in the central northeast United States.

· In September 2009, we acquired Intersalon, a leading distributor of premier beauty supply products with 16 stores located in Chile.

· In May 2008, we acquired Pro-Duo NV (“Pro-Duo”), a cash and carry retailer of both professional and retail hair products with 40 stores located primarily in Belgium, France and Spain.

Table of Contents

~~(a) Same~~We ~~stores~~intend ~~are~~to ~~defined~~continue ~~as company-operated~~to ~~stores~~identify ~~that~~and ~~have~~evaluate ~~been~~acquisition ~~open~~targets ~~for~~and atorganic ~~least~~growth 14targets ~~months~~both asdomestically ofand ~~the last~~internationally, ~~day~~with of a ~~month.~~focus ~~Our~~on ~~same~~expanding ~~store~~our ~~sales~~exclusive ~~calculation~~BSG ~~includes~~territories ~~internet-based sales~~and ~~(beginning~~allowing inSally ~~fiscal~~Beauty ~~year~~Supply ~~2009)~~to ~~and~~enter ~~store~~new ~~expansions,~~geographic ifareas ~~applicable,~~principally ~~but does~~outside the U.S. Please see “Risk Factors — We may not ~~generally~~be ~~include~~able ~~sales~~to ~~from~~successfully ~~stores~~identify ~~relocated~~acquisition candidates or successfully complete desirable acquisitions.”

~~Experienced Management Team with a Proven Track Record~~Competition

~~Our management~~Although ~~team~~there are a limited number of sizable direct competitors to our business, the beauty industry is highly competitive. In each geographic area in which ~~includes~~we ~~the~~operate, ~~management~~we ~~team~~experience ofcompetition ~~Sally~~from ~~Beauty~~domestic isand international businesses often with more resources, ~~led~~including ~~by President~~mass merchandisers, drug stores, supermarkets and ~~Chief~~other ~~Executive~~chains ~~Officer~~offering ~~Gary~~similar ~~Winterhalter~~or substitute beauty products at comparable prices. Our business also faces competition from department stores. In addition, our business competes with local and ~~has~~regional aopen-line ~~strong~~beauty ~~record~~ supply stores and full-service distributors selling directly to salons and salon professionals through both professional distributor sales consultants and outlets open only to salons and salon professionals. Our business also faces increasing competition from certain manufacturers that use their own sales forces to distribute their professional beauty products directly or align themselves with our competitors. Some of ~~performance~~these manufacturers are vertically integrating through the acquisition of distributors and stores. In addition, these manufacturers may acquire additional brands that we currently distribute and attempt to shift these products to their own distribution channels. Our business also faces competition from authorized and unauthorized retailers and internet sites offering professional salon-only products. Please see “Risk Factors — The beauty products distribution industry is highly competitive and is consolidating” for additional information about our competition.

Customer Service

We strive to complement our extensive merchandise selection and innovative store design with superior customer service. We actively recruit individuals with cosmetology experience because we believe that such individuals are more knowledgeable about the products they sell. Additionally, Sally Beauty Supply recruits individuals with retail experience because we believe their general retail knowledge can be leveraged in the beauty supply industry. We believe that employees’ knowledge of the products and ability to demonstrate and explain the advantages of the products increases sales and that their prompt, knowledgeable service fosters the confidence and loyalty of customers and differentiates our business from other professional beauty supply distributors.

We emphasize product knowledge during initial training as well as during ongoing training sessions, with programs intended to provide new associates and managers with significant training. The training programs encompass operational and product training and are designed to increase employee and store productivity. Store employees are also required to participate in training on an ongoing basis to keep up-to-date on products and operational practices.

Most of our stores are staffed with a store manager, and two or three full-time or part-time associates. BSG stores are generally also staffed with an assistant manager. The operations of each store are supervised by a district manager, who reports to a territory manager. A significant number of our store managers and assistant managers are licensed in the cosmetology field. Additionally, in certain geographic areas in the U.S., a significant number of our store personnel, including store managers and assistant managers, speak Spanish as a second language. We believe that these skills enhance our store personnel’s ability to serve our customers.

Relationships with Suppliers

We purchase our merchandise directly from manufacturers through supply contracts and by purchase orders. For the fiscal year ~~2010~~2011, our five largest suppliers, The Procter & Gamble Company, or P&G, ~~Shiseido Cosmetics (America) Limited, Conair Corporation,~~ the Professional Products Division of L’Oreal USA S/D, Inc., or L’Oreal, ~~and~~Conair Corporation, John Paul Mitchell Systems and Shiseido Cosmetics (America) Limited, accounted for approximately 3942% of our consolidated merchandise purchases. Products are purchased from these and many other manufacturers on an at-will basis or under contracts which can be terminated without cause upon 90 days notice or less or expire without express rights of renewal. Such manufacturers could discontinue sales to us at any time or upon short notice. If any of these suppliers discontinued selling or were unable to continue selling to us, there could be a material adverse effect on our ~~consolidated~~business and results of operations.

As is typical in the distribution businesses, relationships with suppliers are subject to change from time to time (including the expansion or loss of distribution rights in various geographies and the addition or loss of ~~products~~ product lines). Changes in our relationships with suppliers occur often, and could positively or negatively impact our net sales and operating profits. Please see “Risk Factors — We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.” However, we believe that we can be successful in mitigating negative effects resulting from unfavorable changes in the relationships between us and our suppliers through, among other things, the development of new or expanded supplier relationships.

Distribution

As of September 30, ~~2010~~2011, we operated mainly through 17 distribution centers, ~~nine~~ eight of which serviced Sally Beauty Supply and ~~eight~~nine of which serviced BSG. ~~During~~ ~~the~~We ~~2009~~recently ~~fiscal year, we~~ completed implementation of a comprehensive optimization program to consolidate warehouses and reduce administrative expenses related to BSG’s distribution network. Total capital expenditures for this program were ~~approximately $22.0 million and certain related expenses were approximately $5.0 million. We believe that annual savings from this program are approximately $14.0 million for the 2010 fiscal year.~~

Our purchasing and distribution system is designed to minimize the delivered cost of merchandise and maximize the level of merchandise in-stock in stores. This distribution system also allows for monitoring of delivery times and maintenance of appropriate inventory levels. Product deliveries are typically made to our stores on a weekly basis. Each distribution center has a quality control department that monitors products received from suppliers. We utilize proprietary software systems to provide computerized warehouse locator and inventory support. Please see “Risk Factors—We are not certain that our ongoing cost control plans will continue to be successful.”

Table of Contents

approximately $22.0 million and certain related expenses were approximately $5.0 million. This program has resulted in annualized cost savings of at least $14.0 million beginning in the fiscal year 2010.

Our purchasing and distribution system is designed to minimize the delivered cost of merchandise and maximize the level of merchandise in-stock in stores. This distribution system also allows for monitoring of delivery times and maintenance of appropriate inventory levels. Product deliveries are typically made to our stores on a weekly basis. Each distribution center has a quality control department that monitors products received from suppliers. We utilize proprietary software systems to provide computerized warehouse locator and inventory support. Please see “Risk Factors — We are not certain that our ongoing cost control plans will continue to be successful.”

Management Information Systems

Our management information systems provide order processing, accounting and management information for the marketing, distribution and store operations functions of our business. A significant portion of these systems have been developed internally. The information gathered by the management information systems supports automatic replenishment of in-store inventory and provides support for product purchase decisions. Please see “Risk Factors — We may be adversely affected by any disruption in our information technology systems.”

Employees

In our domestic and foreign operations, we had approximately 2224,~~900~~ 615 employees as of September 30, ~~2010~~2011; consisting of approximately 67,~~730~~040 salaried, 4,~~670~~ 935 hourly and 1112,~~500~~640 part-time employees. We had approximately 22,~~410~~ 900 employees as of September 30, ~~2009~~2010; consisting of approximately 6,~~480~~730 salaried, 4,~~930~~ 670 hourly and 11,~~000~~500 part-time employees. Part-time employees are used to supplement schedules, particularly in North America.

Certain subsidiaries in Mexico have collective bargaining agreements covering warehouse and store personnel which expire at various times over the next several years. We believe that we have good relationships with our employees worldwide.

Regulation

We are subject to a wide variety of laws and regulations, which historically have not had a material effect on our business. For example, in the U.S., most of the products sold and the content and methods of advertising and marketing utilized are regulated by a host of federal agencies, including, in each case, one or more of the following: the Food and Drug Administration, or FDA, the Federal Trade Commission, or FTC, and the Consumer Products Safety Commission. The transportation and disposal of many of our products are also subject to federal regulation. State and local agencies regulate many aspects of our business. In marketplaces outside of the U.S., regulation is also comprehensive and focused upon product labeling and safety issues.

As of September 30, ~~2010~~2011, Sally Beauty Supply supplied 2625 and BSG supplied ~~159~~ 156 franchised stores located in the U.S., Mexico and certain countries in Europe. As a result of these franchisor-franchisee relationships, we are subject to regulation when offering and selling franchises in the applicable countries. The applicable laws and regulations affect our business practices, as franchisor, in a number of ways, including restrictions placed upon the offering, renewal, termination and disapproval of assignment of franchises. To date, these laws and regulations have not had a material effect upon our operations.

Trademarks and Other Intellectual Property Rights

Our trademarks, certain of which are material to our business, are registered or legally protected in the U.S., Canada and other countries ~~throughout the world~~ in which we operate. Together with our subsidiaries, we own over ~~250~~280 trademark registrations in the U.S., and over ~~900~~980 trademark registrations outside the U.S. We also rely upon trade secrets and know-how to develop and maintain our competitive position. We protect intellectual property rights through a variety of methods, including reliance upon trademark, patent and trade secret laws and confidentiality agreements with many vendors, employees, consultants and others who have access to our proprietary information. The duration of our trademark registrations is generally 10 or 15 years, depending on the country in which a mark is registered, and generally the registrations can be renewed. The scope and duration of intellectual property protection varies by jurisdiction and by individual product.

Access to Public Filings

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and amendments to such reports are available, without charge, on Sally Beauty’s website, www.sallybeautyholdings.com, as soon as reasonably possible after they are filed electronically with the Securities and Exchange Commission, or SEC, under the Exchange Act. We will provide copies of such reports to any person, without charge, upon written request to our Investor Relations Department at 3001 Colorado Blvd, Denton, TX 76210. The information found on Sally Beauty’s website shall not be considered to be part of this or any other report filed with or furnished to the SEC.

In addition to Sally Beauty’s website, you may read and copy public reports we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and other information that we file electronically with the SEC at www.sec.gov.

Table of Contents

Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and other information that we file electronically with the SEC at www.sec.gov.

ITEM 1A. RISK FACTORS

The following describes risks that we believe to be material to our business. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results could be materially and adversely affected. This report also contains forward-looking statements and the following risks could cause our actual results to differ materially from those anticipated in such forward-looking statements.

Table of Contents

Risks Relating to Our Business

The beauty products distribution industry is highly competitive and is consolidating.

The beauty products distribution industry is highly fragmented, and there are few significant barriers to entry into the marketplaces for most of the types of products and services we sell. Sally Beauty Supply competes with other domestic and international beauty product wholesale and retail outlets, including local and regional open line beauty supply stores, professional-only beauty supply stores, salons, mass merchandisers, drug stores and supermarkets. BSG competes with other domestic and international beauty product wholesale and retail suppliers and with manufacturers selling professional beauty products directly to salons and individual salon professionals. We also face competition from authorized and unauthorized retailers as well as e-commerce retailers offering professional salon-only and other products. The availability of diverted professional salon products in unauthorized large format retail stores such as drug stores, grocery stores and others could have a negative impact on our business. The primary competitive factors in the beauty products distribution industry are the price at which we purchase branded and exclusive-label products from manufacturers, the quality, perceived value, consumer brand name recognition, packaging and mix of the products we sell, customer service, the efficiency of our distribution network, and the availability of desirable store locations. Competitive conditions may limit our ability to maintain prices or may require us to reduce prices in efforts to retain business or marketplace share. Some of our competitors have greater financial and other resources than we do and are less leveraged than our business, and may therefore be able to spend more aggressively on advertising and promotional activities and respond more effectively to changing business and economic conditions. We expect existing competitors, business partners and new entrants to the beauty products distribution industry to constantly revise or improve their business models in response to challenges from competing businesses, including ours. If these competitors introduce changes or developments that we cannot address in a timely or cost-effective manner, our business may be adversely affected.

In addition, our industry is consolidating, which may give our competitors increased negotiating leverage with suppliers and greater marketing resources, resulting in a more effective ability to compete with us. For instance, we may lose customers if those competitors which have broad geographic reach attract additional salons (individual and chain) that are currently BSG customers, or if professional beauty supply manufacturers align themselves with our competitors. For example, BSG’s largest supplier, L’Oreal, has been able to shift a material amount of revenue out of the BSG nationwide distribution network and into its own competitive regional distribution networks. L’Oreal has also acquired one manufacturer (that does not currently do business with BSG) and distributors ~~directly~~which ~~competitive~~compete directly with BSG in the southeastern U.S., the ~~mid-western~~ midwestern U.S. and the west coast of the U.S. As a result, L’Oreal ~~entered~~directly ~~into direct~~competes ~~competition~~ with BSG and there can be no assurance that there will not be further revenue losses over time at BSG, due to potential losses of additional L’Oreal related products as well as from the increased competition from L’Oreal-affiliated distribution networks. If L’Oreal (or another direct competitor) were to acquire or otherwise merge with another manufacturer which conducts business with BSG, we could lose that revenue as well. Not only does consolidation in distribution pose risks from ~~the~~competing ~~competitive~~ distributors, but it may also place more leverage in the hands of those manufacturers to negotiate smaller margins on products sold through our network.

If we are unable to compete effectively in our marketplace or if competitors divert our customers away from our networks, it would adversely impact our business, financial condition and results of operations.

We may be unable to anticipate changes in consumer preferences and buying trends or manage our product lines and inventory commensurate with consumer demand.

Our success depends in part on our ability to anticipate, gauge and react in a timely manner to changes in consumer spending patterns and preferences for specific beauty products. If we do not timely identify and properly respond to evolving trends and consumer demands in the marketplace for beauty products and changing consumer demands our sales may decline significantly and we may be required to mark down unsold inventory to prices which can be significantly lower than normal prices, which would adversely impact our margins and could adversely impact our business, financial condition and results of operations. In addition, we depend on our inventory management and information technology systems in order to replenish inventories and deliver products to store locations in response to customer demands. Any systems-related problems could result in difficulties satisfying the demands of customers which, in turn, could adversely affect our sales and profitability.

We expect the aging baby boomer population to drive future growth in professional beauty supply sales through an increase in the use of hair color and hair loss products. Additionally, we expect continuously changing fashion-related trends that drive new hair styles to result in continued demand for hair styling products. Changes in consumer tastes and fashion trends can have an impact on our financial performance. If we are unable to anticipate and respond to trends in the marketplace for beauty products and changing consumer demands, our business could suffer.

Table of Contents

Our comparable store sales and quarterly financial performance may fluctuate for a variety of reasons.

Our comparable store sales and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable store sales and quarterly financial performance, including:

· changes in our merchandising strategy or mix; · the performance of our new stores; · our ability to increase sales and meet forecasted levels of profitability at our existing stores; · the effectiveness of our inventory management; · the timing and concentration of new store openings, including additional human resource requirements and related pre-opening and other start-up costs; · levels of pre-opening expenses associated with new stores; · a portion of a typical new store’s sales (or sales we make over the internet channel) coming from customers who previously shopped at other existing stores; · expenditures on our distribution system; · the timing and effectiveness of our marketing activities, particularly our Sally Beauty Club promotions; · the level of sales made through our internet channel; · actions by our existing or new competitors; · worldwide economic conditions and, in particular, the retail sales environment in the U.S.; and · changes in foreign currency exchange rates.

~~Accordingly, our~~· the ~~results~~performance ~~for any one fiscal quarter are not necessarily indicative~~ of ~~the results to be expected for any other quarter, and comparable store sales for any particular future period may decrease, which could have a material adverse effect on~~ our ~~business,~~new ~~financial condition and results of operations.~~stores;

· our ability to increase sales and meet forecasted levels of profitability at our existing stores;

· the effectiveness of our inventory management;

· the timing and concentration of new store openings, including additional human resource requirements and related pre-opening and other start-up costs;

· levels of pre-opening expenses associated with new stores;

· the effect of our integration of acquired businesses and stores over time;

· the varying cost and profitability of new stores opened in the U.S. and in foreign countries;

· a portion of a typical new store’s sales (or sales we make over the internet channel) coming from customers who previously shopped at other existing stores;

· expenditures on our distribution system;

· the timing and effectiveness of our marketing activities, particularly our Sally Beauty Club and ProCard promotions;

· seasonal fluctuations due to weather conditions;

· the level of sales made through our internet channels;

· actions by our existing or new competitors;

· fluctuations over time in the cost to us of products we sell; and

· worldwide economic conditions and, in particular, the retail sales environment in the U.S.

Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable store sales for any particular future period may not continue to increase at the same rates as we have recently experienced and may even decrease, which could have a material adverse effect on our business, financial condition and results of operations.

We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.

We do not manufacture any products we sell, and instead purchase our products from recognized brand manufacturers and ~~exclusive-~~private label fillers. We depend on a limited number of manufacturers for a significant percentage of the products we sell. ~~For~~During the fiscal ~~2010~~year 2011, our five largest suppliers were Procter & Gamble Co., or P&G, ~~Shiseido Cosmetics~~the ~~(America)~~Professional ~~Limited,~~Products ~~Conair~~Division ~~Corporation~~of L’Oreal USA S/D, Inc., or L’Oreal, ~~and~~Conair Corporation, John Paul Mitchell Systems and Shiseido Cosmetics (America) Limited and accounted for approximately ~~39.0~~42% of our consolidated merchandise purchases. In addition, BSG’s largest supplier, L’Oreal, represented approximately 16% of BSG’s merchandise purchases during the fiscal year 2011.

Since we purchase products from many manufacturers and fillers under at-will contracts and contracts which can be terminated without cause upon 90 days notice or less, or which expire without express rights of renewal, manufacturers and fillers could discontinue sales to us immediately or upon short notice. Some of our contracts with manufacturers may be terminated if we fail to meet specified minimum purchase requirements. If minimum purchase requirements are not met, we do not have contractual assurances of continued supply. In lieu of termination, a manufacturer may also change the terms upon which it sells, for example, by raising prices or broadening distribution to third parties. Infrequently, a supplier will seek to terminate a distribution relationship through legal action. For example, in 2009 L’Oreal filed an action which threatens a long-term distribution agreement with Armstrong McCall. Armstrong McCall is vigorously defending its rights under the agreement. For these and other reasons, we may not be able to acquire desired merchandise in sufficient quantities or on acceptable terms in the future.

Changes in Sally Beauty Supply’s and BSG’s relationships with suppliers occur often, and could positively or negatively impact the net sales and operating profits of both business segments. Some of our suppliers may seek to decrease their reliance on distribution intermediaries, including full-service/exclusive and open-line distributors like BSG and Sally Beauty Supply, by promoting their own distribution channels, as discussed above. These suppliers may offer advantages, such as lower prices, when their products are purchased from distribution channels they control. If our access to supplier-provided products were to diminish relative to our competitors or we were not able to purchase products at the same prices as our competitors, our business could be materially and adversely affected. Also, consolidation among suppliers may increase their negotiating leverage, thereby providing them with competitive advantages that may increase our costs and reduce our revenues, adversely affecting our business, financial condition and results of operations.

Table of Contents

~~As discussed~~assurances ~~above,~~of ~~L’Oreal~~continued issupply. ~~entering~~In ~~into~~lieu ~~direct~~of ~~competition with BSG~~termination, ~~and there~~a ~~can~~manufacturer bemay noalso ~~assurance~~change ~~that~~the ~~there~~terms ~~will~~upon ~~not~~which beit ~~further revenue losses over time at BSG~~sells, ~~due~~for ~~to potential losses of additional L’Oreal related products as well as from the increased competition from L’Oreal-affiliated distribution networks. For~~ example, ~~L’Oreal~~by ~~could~~raising ~~attempt~~prices toor ~~terminate~~broadening ~~our~~distribution ~~contracts~~ to ~~carry~~ ~~certain~~third ~~of their products in BSG stores, which accounted for approximately $100 million in U~~parties.S. ~~sales for the 2010 fiscal year and have expiration dates at the end of 2012. Therefore~~Infrequently, ~~there~~a ~~can~~supplier ~~be no assurance that the impact of these developments~~ will ~~not~~seek ~~adversely impact revenue~~ to terminate a ~~greater~~distribution ~~degree than~~relationship wethrough ~~currently~~legal ~~expect or that our efforts to mitigate the impact of these developments will be successful~~action. IfFor ~~the impact of~~ these ~~developments~~and isother ~~greater than~~reasons, we ~~expect~~may ornot ~~our~~be ~~efforts~~able to ~~mitigate~~acquire ~~the~~desired ~~impact~~merchandise ofin ~~these~~sufficient ~~developments~~quantities ~~are not~~or ~~successful, this could have a material adverse effect~~ on ~~our~~acceptable ~~business, financial~~terms ~~condition~~in orthe ~~results of operations~~future.

~~Although we~~Changes ~~plan~~in toSally ~~mitigate~~Beauty Supply’s and BSG’s relationships with suppliers occur often, and could positively or negatively impact the ~~negative~~net ~~effects~~sales ~~resulting~~and ~~from~~operating ~~unfavorable~~profits ~~changes~~of in both business segments. Some of our ~~relationships~~suppliers ~~with~~may seek to decrease their reliance on distribution intermediaries, including full-service/exclusive and open-line distributors like BSG and Sally Beauty Supply, by promoting their own distribution channels, as discussed above. These suppliers may offer advantages, such as ~~L’Oreal~~lower prices, ~~there~~when ~~can~~their beproducts noare ~~assurance that~~purchased from distribution channels they control. If our ~~efforts~~access ~~will~~to ~~partially~~supplier-provided products were to diminish relative to our competitors or ~~completely~~we ~~offset~~were not able to purchase products at the ~~loss~~same ofprices ~~these distribution~~as ~~rights~~our competitors, our business could be materially and adversely affected. Also, consolidation among suppliers may increase their negotiating leverage, thereby providing them with competitive advantages that may increase our costs and reduce our revenues, adversely affecting our business, financial condition and results of operations.

As discussed above, L’Oreal directly competes with BSG, and there can be no assurance that there will not be revenue losses over time at BSG, due to potential losses of additional L’Oreal related products as well as from the increased competition from L’Oreal-affiliated distribution networks. For example, L’Oreal could attempt to terminate our contracts to carry certain of their products in BSG stores, which accounted for approximately $108.0 million in U.S. sales for the fiscal year 2011 and expire in 2012. Therefore, there can be no assurance that the impact of these developments, if they were to occur, will not adversely impact revenue to a greater degree than we currently expect or that our efforts to mitigate the impact of these developments will be successful. If the impact of these developments is greater than we expect or our efforts to mitigate the impact of these developments are not successful, this could have a material adverse effect on our business, financial condition or results of operations.

Although we plan to mitigate the negative effects resulting from potential unfavorable changes in our relationships with suppliers, such as L’Oreal, there can be no assurance that our efforts will partially or completely offset the loss of these distribution rights.

Any significant interruption in the supply of products by manufacturers and fillers could disrupt our ability to deliver merchandise to our stores and customers in a timely manner, which could have a material adverse effect on our business, financial condition and results of operations.

Manufacturers and exclusive-label fillers of beauty supply products are subject to certain risks that could adversely impact their ability to provide us with their products on a timely basis, including inability to procure ingredients, industrial accidents, environmental events, strikes and other labor disputes, union organizing activity, disruptions in logistics or information systems, loss or impairment of key manufacturing sites, product quality control, safety, and licensing requirements and other regulatory issues, as well as natural disasters and other external factors over which neither they nor we have control. In addition, our operating results depend to some extent on the orderly operation of our receiving and distribution processes, which depend on manufacturers’ adherence to shipping schedules and our effective management of our distribution facilities and capacity.

If a material interruption of supply occurs, or a significant manufacturer or filler ceases to supply us or materially decreases its supply to us, we may not be able to acquire products with similar quality and consumer brand name recognition as the products we currently sell or to acquire such products in sufficient quantities to meet our customers’ demands or on favorable terms to our business, any of which could adversely impact our business, financial condition and results of operations.

If products sold by us are found to be defective in labeling or content, our credibility and that of the brands we sell may be harmed, marketplace acceptance of our products may decrease, and we may be exposed to liability in excess of our products liability insurance coverage and manufacturer indemnities.

We do not control the production process for the products we sell. We may not be able to identify a defect in a product we purchase from a manufacturer or exclusive-label filler before we offer such product for resale. In many cases, we rely on representations of manufacturers and fillers about the products we purchase for resale regarding whether such products have been manufactured in accordance with applicable governmental regulations. Our sale of certain products exposes us to potential product liability claims, recalls or other regulatory or enforcement actions initiated by federal, state or foreign regulatory authorities or through private causes of action. Such claims, recalls or actions could be based on allegations that, among other things, the products sold by us are misbranded, contain contaminants or impermissible ingredients, provide inadequate instructions regarding their use or misuse, or include inadequate warnings concerning flammability or interactions with other substances. Claims against us could also arise as a result of the misuse by purchasers of such products or as a result of their use in a manner different than the intended use. We may be ~~required~~ ~~to pay for losses or injuries actually or allegedly caused by the products we sell and to recall any product we sell that is alleged to be or is found to be defective.~~

Any actual defects or allegations of defects in products sold by us could result in adverse publicity and harm our credibility, which could adversely affect our business, financial condition and results of operations. Although we may have indemnification rights against the manufacturers of many of the products we distribute and rights as an “additional insured” under the manufacturers’ insurance policies, it is not certain that any manufacturer or insurer will be financially solvent and capable of making payment to any party suffering loss or injury caused by products sold by us. Further, some types of actions and penalties, including many actions or penalties imposed by governmental agencies and punitive damages awards, may not be remediable through reliance on indemnity agreements or insurance. Furthermore, potential product liability claims may exceed the amount of indemnity or insurance coverage or be excluded under the terms of an indemnity agreement or insurance policy. If we are forced to pay to satisfy such claims, it could have an adverse effect on our business, financial condition and results of operations.

Table of Contents

required to pay for losses or injuries actually or allegedly caused by the products we sell and to recall any product we sell that is alleged to be or is found to be defective.

Any actual defects or allegations of defects in products sold by us could result in adverse publicity and harm our credibility or the credibility of the manufacturer, which could adversely affect our business, financial condition and results of operations. Although we may have indemnification rights against the manufacturers of many of the products we distribute and rights as an “additional insured” under the manufacturers’ insurance policies, it is not certain that any manufacturer or insurer will be financially solvent and capable of making payment to any party suffering loss or injury caused by products sold by us. Further, some types of actions and penalties, including many actions or penalties imposed by governmental agencies and punitive damages awards, may not be remediable through reliance on indemnity agreements or insurance. Furthermore, potential product liability claims may exceed the amount of indemnity or insurance coverage or be excluded under the terms of an indemnity agreement or insurance policy and claims for indemnity or reimbursement by us may require us to expend significant resources and may take years to resolve. If we are forced to expend significant resources and time to resolve such claims or to pay material amounts to satisfy such claims, it could have an adverse effect on our business, financial condition and results of operations.

We could be adversely affected if we do not comply with laws and regulations or if we become subject to additional or more stringent laws and regulations.

We are subject to a number of federal, state and local laws and regulations in the U.S., as well as applicable laws and regulations in each foreign marketplace in which we do business. These laws and regulations govern the composition, packaging, labeling and safety of the products we sell, as well as the methods we use to sell and import these products. Non-compliance with applicable laws and regulations of governmental authorities, including the FDA and similar authorities in other jurisdictions, by us or the manufacturers and fillers of the products sold by us could result in fines, product recalls and enforcement actions, and otherwise restrict our ability to market certain products, which could adversely affect our business, financial condition and results of operations. The laws and regulations applicable to us or manufacturers of the products sold by us may become more stringent. Continued legal compliance could require the review and possible reformulation or relabeling of certain products, as well as the possible removal of some products from the marketplace. Legal compliance could also lead to considerably higher internal regulatory costs. Manufacturers may try to recover some or all of any increased costs of compliance by increasing the prices at which we purchase products, and we may not be able to recover some or all of such increased cost in our own prices to our customers. We are also subject to state and local laws and regulations that affect our franchisor-franchisee relationships. Increased compliance costs and the loss of sales of certain products due to more stringent or new laws and regulations could adversely affect our business, financial condition and results of operations.

Laws and regulations impact our business in many areas that have no direct relation to the products we sell. For example, as a reporting company, we are subject to a number of laws and regulations related to the disclosure of financial and other information about us, as well as the issuance and sale of our ~~securities~~ debt instruments. Another area of intense regulation is that of the relationships we have with our employees, including compliance with many different wage and hour and nondiscrimination related regulatory schemes. Violation of any of the laws or regulations governing our business or the assertion of individual or class-wide claims could have an adverse effect on our business, financial condition and results of operations.

Product diversion could have an adverse impact on our revenues.

The majority of the products that BSG sells, including those sold by our Armstrong McCall franchisees, are meant to be used exclusively by salons and individual salon professionals or are meant to be sold exclusively by the purchasers, such as salons, to their retail consumers. However, despite our efforts to prevent diversion, incidents of product diversion occur, whereby our products are sold by these purchasers (and possibly by other bulk purchasers such as franchisees) to wholesalers and ultimately to general merchandise retailers, among others. These retailers, in turn, sell such products to consumers. The diverted product may be old, tainted or damaged and sold through unapproved outlets, all of which could diminish the value of the particular brand. In addition, such diversion may result in lower net sales for BSG should consumers choose to purchase diverted products from retailers rather than purchasing from our customers, or choose other products altogether because of the perceived loss of brand prestige.

In the BSG arena, product diversion is generally prohibited under our manufacturers’ contracts, and we are often under a contractual obligation to stop selling to salons, salon professionals and other bulk purchasers which engage in product diversion. If we fail to comply with our anti-diversion obligations under these manufacturers’ contracts, (including any known diversion of products sold through our Armstrong McCall franchisees), these contracts could be adversely affected or even terminated. In addition, our investigation and enforcement of our anti-diversion obligations may result in reduced sales to our customer base, thereby decreasing our revenues and profitability.

BSG’s financial results are affected by the financial results of BSG’s franchised-based business (Armstrong McCall).

BSG receives revenue from products purchased by Armstrong McCall franchisees. Accordingly, a portion of BSG’s financial results is to an extent dependent upon the operational and financial success of these franchisees, including their implementation of BSG’s strategic plans. If sales trends or economic conditions worsen for Armstrong McCall’s franchisees, their financial results may worsen. Additionally, the failure of Armstrong McCall franchisees to renew their franchise agreements, any requirement that Armstrong McCall restructure its franchise agreements in connection with such renewals, or any failure of Armstrong McCall to meet its obligations under its franchise agreements, could result in decreased revenues for BSG or create legal issues with our franchisees or manufacturers.

Our internet-based business may be unsuccessful or may cause internal channel conflict.

We offer many of our beauty products for sale through Sally Beauty’s websites in the U.S. (such as www.sallybeauty.com) and abroad. Therefore, we encounter risks and difficulties frequently experienced in internet-based businesses, including risks related to our ability to attract and retain customers on a cost-effective basis and our ability to operate, support, expand and develop our internet operations, Sally Beauty’s websites and our software and other related operational systems. In addition, our internet-based business may reduce the financial performance of our Sally Beauty Supply and other stores. For example, customers may choose to shop online rather than purchasing products from our Sally Beauty Supply stores. Although we believe that our participation in both e-commerce and physical store sales is a distinct advantage for us due to synergies and the potential for new customers, conflicts between these offerings could create issues that have the potential to adversely affect our results of operations. For example, such conflict could cause some of our

Table of Contents

~~current or~~BSG’s ~~potential~~financial ~~internet~~results ~~customers~~are toaffected ~~consider~~by ~~competing~~the ~~distributors~~financial results of ~~beauty products.~~BSG’s ~~These~~franchised-based ~~events could have an adverse effect on our~~ business, ~~financial condition~~(Armstrong ~~and results of operations~~McCall).

Our internet-based business may be unsuccessful or may cause internal channel conflict.

We offer many of our beauty products for sale through Sally Beauty’s websites in the U.S. (such as www.sallybeauty.com, www.cosmoprofbeauty.com and www.ebobdirect.com) and abroad. Therefore, we encounter risks and difficulties frequently experienced in internet-based businesses, including risks related to our ability to attract and retain customers on a cost-effective basis and our ability to operate, support, expand and develop our internet operations, Sally Beauty’s websites and our software and other related operational systems. In addition, our internet-based business may reduce the financial performance of our Sally Beauty Supply and other stores. For example, customers may choose to shop online rather than purchasing products from our Sally Beauty Supply stores. Although we believe that our participation in both e-commerce and physical store sales is a distinct advantage for us due to synergies and the potential for new customers, conflicts between these offerings could create issues that have the potential to adversely affect our results of operations. For example, such conflict could cause some of our current or potential internet customers to consider competing distributors of beauty products. These events could have an adverse effect on our business, financial condition and results of operations.

We may not be able to successfully identify acquisition candidates or successfully complete desirable acquisitions.

In the past several years, we have completed multiple acquisitions. Weand we intend to pursue additional acquisitions in the future. We actively review acquisition prospects which would complement our existing lines of business, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities. There can be no assurance that we will continue to identify suitable acquisition candidates.

If suitable candidates are identified, sufficient funds may not be available to make such acquisitions. We compete against many other companies, some of which are larger and have greater financial and other resources than we do. Increased competition for acquisition candidates could result in fewer acquisition opportunities and higher acquisition prices. In addition, we are highly leveraged and the agreements governing our indebtedness contain limits on our ability to incur additional debt to pay for acquisitions. Additionally, the amount of equity that Sally Beauty can issue to make acquisitions or raise additional capital is severely limited. We may be unable to finance acquisitions that would increase our growth or improve our financial and competitive position. To the extent that debt financing is available to finance acquisitions, our net indebtedness could increase as a result of any acquisitions.

If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business or have an adverse effect on our results of operations.

Any acquisitions that we do make may be difficult to integrate profitably into our business and may entail numerous risks, including:

· difficulties in assimilating acquired operations, stores or products, including the loss of key employees from acquired businesses; · difficulties and costs associated with integrating and evaluating the distribution or information systems and/or internal control systems of acquired businesses; · expenses associated with the amortization of identifiable intangible assets; · problems retaining key technical, operational and administrative personnel; · diversion of management’s attention from our core business, including loss of management focus on marketplace developments; · complying with foreign regulatory requirements, including multi-jurisdictional competition rules; · enforcement of intellectual property rights in foreign countries; · adverse effects on existing business relationships with suppliers and customers, including the potential loss of suppliers of the acquired businesses; · operating inefficiencies and negative impact on profitability; · entering geographic areas or channels in which we have limited or no prior experience; and · those related to general economic and political conditions, including legal and other barriers to cross-border investment in general, or by U.S. companies in particular.

~~In addition,~~· difficulties ~~during~~and ~~the~~costs ~~acquisition~~associated ~~process, we may fail or be unable to discover some of the liabilities of businesses that we acquire. These liabilities may result from a prior owner’s noncompliance~~ with ~~applicable~~integrating ~~laws~~ and ~~regulations. Acquired~~evaluating ~~businesses~~the ~~may~~distribution ~~also~~or ~~not~~information ~~perform~~systems ~~as we expect~~ and/or weinternal ~~may~~control ~~not~~systems beof ~~able to obtain the expected financial improvements in the~~ acquired businesses.;

· expenses associated with the amortization of identifiable intangible assets;

· problems retaining key technical, operational and administrative personnel;

· diversion of management’s attention from our core business, including loss of management focus on marketplace developments;

· complying with foreign regulatory requirements, including multi-jurisdictional competition rules and restrictions on trade/imports;

Table of Contents

· enforcement of intellectual property rights in foreign countries;

· adverse effects on existing business relationships with suppliers and customers, including the potential loss of suppliers of the acquired businesses;

· operating inefficiencies and negative impact on profitability;

· entering geographic areas or channels in which we have limited or no prior experience; and

· those related to general economic and political conditions, including legal and other barriers to cross-border investment in general, or by U.S. companies in particular.

In addition, during the acquisition process, we may fail or be unable to discover some of the liabilities of businesses that we acquire. These liabilities may result from a prior owner’s noncompliance with applicable laws and regulations. Acquired businesses may also not perform as we expect or we may not be able to obtain the expected financial improvements in the acquired businesses.

If we are unable to profitably open and operate new stores, our business, financial condition and results of operations may be adversely affected.

Our future growth strategy depends in part on our ability to open and profitably operate new stores in existing and additional geographic areas. The capital requirements to open a U.S.-based Sally Beauty Supply or BSG store, excluding inventory, average approximately $70,000 and $80,000, respectively, with the capital requirements for international stores costing less or substantially more depending upon the marketplace. Despite these relatively low opening costs, we may not be able to open all of the new stores we plan to open and any new stores we open may not be profitable, either of which could have a material adverse impact on our financial condition or results of operations. There are several factors that could affect our ability to open and profitably operate new stores, including:

· the inability to identify and acquire suitable sites or to negotiate acceptable leases for such sites; · proximity to existing stores that may reduce the new store’s sales or the sales of existing stores; · difficulties in adapting our distribution and other operational and management systems to an expanded network of stores; · the potential inability to obtain adequate financing to fund expansion because of our high leverage and limitations on Sally Beauty’s ability to issue equity under our credit agreements, among other things; · increased (and sometimes unanticipated) costs associated with opening stores in international locations; · difficulties in obtaining any governmental and third-party consents, permits and licenses; · limitations on capital expenditures which may be included in financing documents that we enter into; and · difficulties in adapting existing operational and management systems to the requirements of national or regional laws and local ordinances.

· proximity to existing stores that may reduce the new store’s sales or the sales of existing stores;

· difficulties in adapting our distribution and other operational and management systems to an expanded network of stores;

· the potential inability to obtain adequate financing to fund expansion because of our high leverage and limitations on Sally Beauty’s ability to issue equity under our credit agreements, among other things;

· increased (and sometimes unanticipated) costs associated with opening stores in international locations;

· difficulties in obtaining any governmental and third-party consents, permits and licenses;

· limitations on capital expenditures which may be included in financing documents that we enter into; and

· difficulties in adapting existing operational and management systems to the requirements of national or regional laws and local ordinances.

In addition, as we continue to open new stores, our management, as well as our financial, distribution and information systems, and other resources will be subject to greater demands. If our personnel and systems are unable to successfully manage this increased burden, our results of operations may be materially affected.

The health of the economy in the channels we serve may affect consumer purchases of discretionary items such as beauty products and salon services, which could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations may be materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and internationally. Concerns over inflation, employment, energy costs, geopolitical issues, terrorism, the availability and cost of credit, the ~~U.S.~~ mortgage market, sovereign and ~~the~~private ~~real estate~~banking ~~market~~systems, insovereign ~~the~~deficits ~~U.S. have~~and ~~contributed~~increasing todebt ~~increased~~burdens ~~volatility~~ and ~~diminished~~ ~~expectations for~~ the ~~economy. We~~real ~~appeal~~estate ~~to a wide demographic consumer profile~~ and ~~offer~~other afinancial ~~broad selection~~markets ~~of beauty products sold directly to retail consumers and salons and salon professionals. Continued uncertainty~~ in the economy could adversely impact consumer purchases of discretionary items such as beauty products, as well as adversely impact the frequency of salon services performed by professionals using products purchased from usU.S. ~~Factors~~and ~~that~~Europe ~~could~~have ~~affect consumers’~~contributed ~~willingness~~ to ~~make~~increased ~~such~~volatility ~~discretionary~~and ~~purchases~~diminished ~~include~~expectations ~~general business~~for ~~conditions, levels of employment, interest rates, tax rates,~~ the ~~availability~~ ofU.S. ~~consumer credit~~ and ~~consumer~~certain ~~confidence~~foreign ~~in future economic conditions~~economies. InWe ~~the~~appeal ~~event~~to of a ~~prolonged~~wide ~~economic~~demographic ~~downturn,~~ consumer ~~spending habits~~profile ~~could be adversely affected~~ and weoffer ~~could experience lower than expected net sales. In addition,~~ a ~~reduction~~broad inselection ~~traffic to, or the closing~~ of, ~~the~~beauty ~~other~~products ~~destination retailers~~sold in the shopping areas where our stores are located could significantly reduce our sales and leave us with unsold inventory. The economic climate could also adversely affect our vendors. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

We are not certain that our ongoing cost control plans will continue to be successful.

Our business strategy substantially depends on continuing to control or reduce operating expenses. In furtherance of this strategy, we have engaged in ongoing activities to reduce or control costs. We cannot assure you that our efforts will result in the increased profitability, cost savings or other benefits that we expect, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect our intellectual property rights, specifically our trademarks and service marks, our ability to compete could be negatively impacted.

Table of Contents

~~also rely~~directly onto ~~trade~~retail ~~secret~~consumers ~~laws,~~and salons and salon professionals. Continued uncertainty in ~~addition~~the economy could adversely impact consumer purchases of discretionary items such as beauty products, as well as adversely impact the frequency of salon services performed by professionals using products purchased from us. Factors that could affect consumers’ willingness to ~~confidentiality~~make ~~agreements~~such ~~with vendors~~discretionary purchases include: general business conditions, ~~employees~~levels of employment, ~~consultants~~interest ~~and~~rates, ~~others~~tax ~~who~~rates, ~~have~~the ~~access~~availability toof ~~our~~consumer ~~proprietary information~~credit and consumer confidence in future economic conditions. ~~While~~In wethe ~~intend~~event toof ~~vigorously~~a ~~protect~~prolonged ~~our~~economic ~~trademarks~~downturn ~~against infringement~~or acute recession, weconsumer ~~may~~spending ~~not~~habits could be ~~successful~~adversely affected and we could experience lower than expected net sales. In addition, a reduction in traffic to, or the ~~laws~~closing of, ~~certain foreign~~the ~~countries~~other ~~may~~destination ~~not~~retailers ~~protect~~in the shopping areas where our ~~intellectual~~stores ~~property~~are ~~rights~~located tocould ~~the~~significantly ~~same extent~~reduce asour ~~the~~sales ~~laws~~and ofleave ~~the~~us Uwith unsold inventory.S. The ~~costs~~economic ~~required~~climate tocould ~~protect~~also adversely affect our ~~intellectual property~~vendors. ~~rights~~The ~~and~~occurrence ~~trademarks~~of ~~are~~any ~~expected~~of tothese ~~continue~~events tocould behave ~~substantial~~a material adverse effect on our business, financial condition and results of operations.

We are not certain that our ongoing cost control plans will continue to be successful.

Our business strategy substantially depends on continuing to control or reduce operating expenses. In furtherance of this strategy, we have engaged in ongoing activities to reduce or control costs, some of which are complicated and require us to expend significant resources to implement. We cannot assure you that our efforts will result in the increased profitability, cost savings or other benefits that we expect, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect our intellectual property rights, specifically our trademarks and service marks, our ability to compete could be negatively impacted.

The success of our business depends to a certain extent upon the value associated with our intellectual property rights. We own certain trademark and service mark rights used in connection with our business including, but not limited to, “Sally,” “Sally Beauty,” “Sally Beauty Supply,” “Sally Beauty Club Card,” “BSG,” “CosmoProf,” “Proclub,” “Armstrong McCall,” “ion,” “Beyond the Zone” and “Salon Services.” We protect our intellectual property rights through a variety of methods, including, but not limited to, applying for and obtaining trademark protection in the U.S., Canada and other countries throughout the world in which our business operates. We also rely on trade secret laws, in addition to confidentiality agreements with vendors, employees, consultants and others who have access to our proprietary information. While we intend to vigorously protect our trademarks against infringement, we may not be successful. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. The costs required to protect our intellectual property rights and trademarks are expected to continue to be substantial.

Our ability to conduct business in international marketplaces may be affected by legal, regulatory and economic risks.

Our ability to capitalize on growth in new international marketplaces and to grow or maintain our current level of operations in our existing international marketplaces is subject to risks associated with our international operations. These risks include: unexpected changes in regulatory requirements, trade barriers to some international marketplaces, economic and foreign currency fluctuations, potential difficulties in enforcing contracts, increasing levels of violence or terrorism, an inability to properly protect assets (including intellectual property), an inability to collect receivables, potential tax liabilities associated with repatriating funds from foreign operations and difficulties and costs of staffing, managing and accounting for foreign operations.

We may be adversely affected by any disruption in our information technology systems.

Our operations are dependent upon our information technology systems, which encompass all of our major business functions. We rely upon such information technology systems to manage and replenish inventory, to fill and ship customer orders on a timely basis, to coordinate our sales activities across all of our products and services and to coordinate our administrative activities. A substantial disruption in our information technology systems for any prolonged time period (arising from, for example, system capacity limits from unexpected increases in our volume of business, outages or delays in our service) could result in delays in receiving inventory and supplies or filling customer orders and adversely affect our customer service and relationships. Our systems might be damaged or interrupted by natural or man-made events (caused by us, by our service providers or others) or by computer viruses, physical or electronic break-ins and similar disruptions affecting the internet. Such delays, problems or costs may have a material adverse effect on our business, financial condition and results of operations.

As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure while maintaining their reliability and integrity. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources before the volume of our business increases, with no assurance that the volume of business will increase. For example, we ~~have recently upgraded our financial reporting systems in the U.S. and~~ are in the process of designing and implementing a standardized ERP system internationally over the next few years. In addition, we are currently implementing anew ~~three-year~~ point-of-sale ~~system~~systems ~~upgrade program~~ in a number of our divisions ~~(including our Sally Beauty Supply operations in the U.S.)~~, which we anticipate will provide significant benefits, including enhanced tracking of customer sales ~~and store inventory activity~~. These and any other required upgrades to our systems and information technology, or new technology, now and in the future, will require that our management and resources be diverted from our core business to assist in meeting implementation objectives. Many of our systems are proprietary, and as a result our options are limited in seeking third-party help with the operation and upgrade of those systems. There can be no assurance that the time and resources our management will need to devote to operations and upgrades, any delays due to the installation of any upgrade (and customer issues therewith), any resulting service outages, and the impact on the reliability of our data from any upgrade or any legacy system, will not have a material adverse effect on our business, financial condition or results of operations.

Table of Contents

diverted from our core business to assist in meeting implementation objectives. Many of our systems are proprietary, and as a result our options are limited in seeking third-party help with the operation and upgrade of those systems. There can be no assurance that the time and resources our management will need to devote to operations and upgrades, any delays due to the installation of any upgrade (and customer issues therewith), any resulting service outages, or the impact on the reliability of our data from any upgrade or any legacy system, will not have a material adverse effect on our business, financial condition or results of operations.

The occurrence of natural disasters or acts of violence or terrorism could adversely affect our operations and financial performance.

The occurrence of natural disasters or acts of violence or terrorism could result in physical damage to our properties, the temporary closure of stores or distribution centers, the temporary lack of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods to our distribution centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores, and/or the temporary reduction in visits to stores by customers.

If one or more natural disasters or acts of violence or terrorism were to impact our business, we could, among other things, incur significantly higher costs and longer lead times associated with distributing products. Furthermore, insurance costs associated with our business may rise significantly in the event of a large scale natural disaster or act of violence or terrorism.

Table of Contents

The accounting and other management systems, controls and resources of our ultimate parent, Sally Beauty, may not be adequately prepared to meet the financial reporting and other requirements to which Sally Beauty and we are subject.

Sally Beauty, as a publicly-traded company, is directly subject to reporting and other obligations under the Exchange Act and other federal securities regulations, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, as a result of the registered exchange offers for our senior notes and our senior subordinated notes completed in July of 2007, which we collectively refer to as the Notes, we are also directly subject to reporting and other obligations under the Exchange Act. These obligations place significant demands on the management, administrative and operational resources, including accounting resources, of Sally Beauty, us and our subsidiaries. As reporting companies, Sally Beauty and Sally Holdings incur significant legal, accounting and other expenses. We also have significant compliance costs under SEC and New York Stock Exchange rules and regulations.

In addition, as a reporting company we are subject to rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, which require us to include in our Annual Report on Form 10-K our management’s report on, and assessment of, the effectiveness of our internal controls over financial reporting. Furthermore, our independent registered public accounting firm must attest to and report on the effectiveness of such internal controls. If we fail to properly assess and/or achieve and maintain the adequacy of our internal controls, there is a risk that we will not comply with Section 404. Moreover, effective internal controls are necessary to help prevent financial fraud. Any adverse finding could result in a negative reaction in the financial marketplace due to loss of investor confidence in the reliability of our financial statements, which ultimately could harm our business and could negatively impact the market price of our debt instruments.

To comply with these requirements, Sally Beauty, Sally Holdings and our subsidiaries are continuously upgrading our systems, including information technology systems, and implementing additional financial and management controls and disclosure processes, reporting systems and procedures. These and any other modifications to our financial and management controls and disclosure processes, reporting systems, information technology systems and procedures under the financial reporting requirements and other rules that apply to ~~reporting~~us ~~companies~~and Sally Beauty, now and in the future, will require that our management and resources be diverted from our core business to assist in compliance with the requirements. There can be no assurance that the time and resources our management will need to devote to the requirements, any delays due to the installation of any upgrade, any resulting service outages, and any impact on the reliability of our data from an upgrade will not have a material adverse effect on our business, financial condition or results of operations.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends to Sally Beauty is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control. We cannot assure you that the cash flow and earnings of our operating subsidiaries will be adequate for our subsidiaries to service our and their debt obligations. If our subsidiaries do not generate sufficient cash flow from operations to satisfy our and their obligations, we may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations.

Table of Contents

alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations.

Furthermore, we and our subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit our subsidiaries from making distributions, paying dividends or making loans to us.

Risks Relating to Our Substantial Indebtedness

We have substantial debt and may incur substantial additional debt, which could adversely affect our financial health, our ability to obtain financing in the future and our ability to react to changes in our business.

In connection with the Separation Transactions, together with certain of our subsidiaries, we incurred approximately $1,850.0 million in debt. As of September 30, ~~2010~~2011, we had an aggregate principal amount of approximately $1,~~562~~413.61 million, including capital lease obligations, of outstanding debt, and a total debt to equity ratio of ~~– 3~~—5.1402:1.00.

Our substantial debt could have important consequences. For example, it could:

· make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness;

20· limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes;

Table of Contents

· limit our ability to obtain additional financing or raise even a small amount of equity capital for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes;

· require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of such cash flows to fund working capital, capital expenditures and other general corporate purposes;

· restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which could limit our ability to make required payments on our debt ~~facilities~~;

· increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations (because a portion of our borrowings are at variable rates of interest), including borrowings under our senior secured term loan facilities and our asset-backed senior secured loan facility, which we refer to collectively as the senior secured credit facilities;

· place us at a competitive disadvantage compared to our competitors with proportionately less debt or comparable debt at more favorable interest rates and that, as a result, may be better positioned to withstand economic downturns;

· limit our ability to refinance indebtedness or cause the associated costs of such refinancing to increase; and

· limit our flexibility to adjust to changing market conditions and ability to withstand competitive pressures, or prevent us from carrying out capital spending that is necessary or important to our growth strategy and efforts to improve operating margins or our business.

Any of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business, financial condition and results of operations.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially more debt, including secured debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may incur substantial additional indebtedness in the future. The terms of the instruments governing our indebtedness do not fully prohibit us or our subsidiaries from doing so. As of September 30, ~~2010~~2011, our senior credit facilities provided us commitments for additional borrowings of up to approximately $~~341~~366.8 5 million under anthe asset-~~based~~backed senior secured loan (or ABL) facility, subject to borrowing base limitations. On November 12, 2010, we entered into a new ABL facility. The new ABL facility has a 5-year maturity and we will continue to have the substantially same commitments for additional borrowings as we did under our previous ABL facility. If new debt is added to our current debt levels, the related risks that we face would increase, and we may not be able to meet all our debt obligations. In addition, the agreements governing our senior credit facilities as well as the indentures governing our senior notes and senior subordinated notes, which we refer to collectively as the Notes, do not prevent us from incurring obligations that do not constitute indebtedness.

Table of Contents

facility, subject to borrowing base limitations. If new debt is added to our current debt levels, the related risks that we face would increase, and we may not be able to meet all our debt obligations. In addition, the agreements governing our senior credit facilities as well as the indentures governing our senior notes and senior subordinated notes, which we refer to collectively as the Notes, do not prevent us from incurring obligations that do not constitute indebtedness.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business.

The senior secured term loan facilities, which we refer to as the Term Loans, contain covenants that, among other things, restrict our and our subsidiaries’ ability to:

· dispose of assets;

· incur additional ~~secured~~ indebtedness (including guarantees of additional indebtedness);

· pay dividends, repurchase stock or make other distributions;

· make voluntary prepayments on the Notes or make amendments to the terms thereof;

· prepay certain other debt or amend specific debt agreements;

Table of Contents

· create liens on assets;

· make investments (including joint ventures);

· make acquisitions of all of the business or assets of, or stock representing beneficial ownership of, any person;

· engage in mergers, consolidations or sales of all or substantially all of our assets;

· engage in certain transactions with affiliates; and

· permit restrictions on our subsidiaries’ ability to pay dividends to us.

The ABL credit facility contains covenants that, among other things, restrict our and our subsidiaries’ ability to:

· ~~dispose~~ change their line of ~~assets~~business;

· ~~incur~~ engage ~~additional~~in ~~indebtedness~~certain ~~(including~~mergers, ~~guarantees~~ consolidations and transfers of ~~additional~~all ~~indebtedness)~~or substantially all of our assets;

· ~~pay~~ make certain dividends, ~~repurchase~~ stock orrepurchases ~~make~~and other distributions;

· create liens on assets;

· make investments (including joint ventures);

· make acquisitions of all of the business or assets of, or stock representing beneficial ownership of, any person;

· ~~engage~~ dispose ~~in mergers, consolidations or sales~~ of ~~all~~certain ~~or substantially all of our~~ assets;

· make voluntary prepayments on the Notes or make amendments to the terms thereof;

· prepay certain other debt or amend specific debt agreements;

· change our or our direct parent’s fiscal year; and

· create or incur negative pledges.

The ~~term~~ ~~loans~~Term Loans contain a requirement that we not exceed a maximum ratio of net senior secured debt to consolidated EBITDA (as those terms are defined in the relevant credit agreement). In addition, if we fail to maintain a specified minimum level of borrowing capacity under the ABL credit facility, we will then be obligated to maintain a specified fixed-charge coverage ratio. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

Table of Contents

subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

The indentures governing the Notes also contain restrictive covenants that, among other things, limit Sally Beauty’s and our ability and the ability of our restricted subsidiaries to:

· dispose of assets;

· incur additional indebtedness (including guarantees of additional indebtedness);

· pay dividends, repurchase stock or make other distributions;

· prepay subordinated debt;

· create liens on assets (which, in the case of the senior subordinated notes, would be limited in applicability to liens securing pari passu or subordinated indebtedness);

Table of Contents

· make investments (including joint ventures);

· engage in mergers, consolidations or sales of all or substantially all of our assets;

· engage in certain transactions with affiliates; and

· permit restrictions on our subsidiaries’ ability to pay dividends to us.

The restrictions in the indentures governing our Notes and the terms of our senior credit facilities may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if we are unable to comply with these agreements, or that we will be able to refinance our debt on terms acceptable to us, or at all.

Our ability to comply with the covenants and restrictions contained in the senior credit facilities and the indentures for the Notes may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants and restrictions could result in a default under either the senior credit facilities or the indentures that would permit the applicable lenders or note holders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay debt, lenders having secured obligations, such as the lenders under the senior credit facilities, could proceed against the collateral securing the debt. In any such case, we may be unable to borrow under the senior credit facilities and may not be able to repay the amounts due under the ~~term~~Term ~~loans~~Loans and the Notes. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent.

Our ability to generate the significant amount of cash needed to service all of our debt and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

Our ability to make scheduled payments on, or to refinance our obligations under, our debt will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control, described under “—Risks Relating to Our Business” above.

If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our debt. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior credit facilities and the indentures governing the Notes restrict our ability to dispose of assets and use the proceeds from any such dispositions. We cannot assure you we will be ~~able to consummate those sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet debt service obligations when due.~~

Table of Contents

required to dispose of material assets or operations to meet our debt service and other obligations. Our senior credit facilities and the indentures governing the Notes restrict our ability to dispose of assets and use the proceeds from any such dispositions. We cannot assure you we will be able to consummate those sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet debt service obligations when due.

You should not expect Sally Capital to participate in making payments on the Notes.

Sally Capital is our wholly-owned subsidiary, which acts as a co-issuer solely to facilitate the issuance of the Notes. Sally Capital does not have any operations or assets of any kind and did not receive any proceeds from the issuance of the Notes. You should not expect Sally Capital to participate in servicing any of our obligations in the Notes.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A significant portion of our outstanding debt, including under our senior credit facilities, bears interest at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or a decrease in our creditworthiness, would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

Table of Contents

The impairment of other financial institutions could adversely affect us.

We have exposure to different counterparties with regard to our interest rate swaps. These transactions expose us to credit risk in the event of default of our counterparty. We also have exposure to financial institutions used as depositories of our corporate cash balances. If our counterparties and financial institutions become impaired or insolvent, this could have serious consequences to our financial condition and results of operations.

Risks Relating to Our Separation from Alberto-Culver and Relating to Sally Beauty’s Largest Stockholder

We rely upon Alberto-Culver for the accuracy of certain historical services and information.

We sometimes rely upon Alberto-Culver for the accuracy and/or completeness of certain historical services and information provided to us when we were part of that company. For example, as the successor entity to Alberto-Culver after the separation, we rely upon the prior-year federal income tax returns of Alberto-Culver and accounting methods established therein, for certain calculations that affect our U.S. federal income tax liability. We also rely upon Alberto-Culver for historical information related to our insurance programs and other benefits. There can be no assurance that our reliance upon the accuracy or completeness of historical information or services previously provided by them will not have an adverse impact on our business, financial condition and results of operations.

If the share distribution of Alberto-Culver common stock in the transactions separating us from Alberto-Culver did not constitute a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended, or the Code, or if Sally Beauty became liable for additional taxes owed by Alberto-Culver, then we may be responsible for payment of significant U.S. federal income taxes.

The following discussion describes the risk that the share distribution of Alberto-Culver common stock in the Separation Transactions may have triggered significant tax liabilities for Sally Beauty, our ultimate parent company, which could result in a material adverse effect on us. Since we have been a member of Sally Beauty’s consolidated group of companies for U.S. federal income tax purposes and certain state tax purposes during the taxable year of the share distribution of Alberto-Culver common stock, we (and other Sally Beauty subsidiaries that were also members of such group) will generally be liable for the income tax liability of Sally Beauty’s consolidated group of companies for that tax year. Therefore, if Sally Beauty incurred significant income tax liability as a result of the share distribution of Alberto-Culver common stock and was unable to pay these taxes, we could be liable for such taxes to the taxing authorities. In connection with the share distribution of Alberto-Culver common stock in the separation, Sally Beauty received: (i) a private letter ruling from the Internal Revenue Service, or IRS, and (ii) an opinion of Sidley Austin LLP, counsel to Alberto-Culver, in each case, to the effect that the transactions qualify as a reorganization under Section 368(a)(1)(D) of the Code and a distribution eligible for non-recognition under Sections 355(a) and 361(c) of the Code. The private letter ruling and the opinion of counsel were based, in part, on assumptions and representations as to factual matters made by, among others, Alberto-Culver, Sally Beauty and representatives of Mrs. Carol L. Bernick, Mr. Leonard H. Lavin and certain of Sally Beauty’s other stockholders to whom we refer to as the Lavin family stockholders, as requested by the IRS or counsel, which, if incorrect, could jeopardize the conclusions reached by the IRS and counsel. The private letter ruling also did not address certain material legal issues that could affect its conclusions, and reserved the right of the IRS to raise such issues upon a subsequent audit. Opinions of counsel neither bind the IRS or any court, nor preclude the IRS from adopting a contrary position.

If the Alberto-Culver share distribution were not to qualify as a tax-free distribution under Section 355 of the Code, Sally Beauty would recognize taxable gain equal to the excess of the fair market value of the Alberto-Culver common stock distributed to its stockholders over Sally Beauty’s tax basis in such Alberto-Culver common stock.

Even if the Alberto-Culver share distribution otherwise qualified as a tax-free distribution under Section 355 of the Code, it would result in significant U.S. federal income tax liabilities to Sally Beauty if there was an acquisition of its stock or the stock of Alberto-Culver as part of a plan or series of related transactions that includes the Alberto-Culver share distribution and that results in an acquisition of 50% or more of Alberto-Culver’s or Sally Beauty’s outstanding common stock.

In the event that Sally Beauty recognizes a taxable gain in connection with the Alberto-Culver share distribution (either: (i) because the Alberto-Culver share distribution did not qualify as a tax-free distribution under Section 355 of the Code, or (ii) because of an acquisition by CDR Investors of 50% or more of Alberto-Culver or Sally Beauty’s outstanding common stock as part of a plan or series of related transactions that includes the Alberto-Culver share distribution), the taxable gain recognized by Sally Beauty would result in significant U.S. federal income tax liabilities to Sally Beauty. Under the Code, Sally Beauty would be jointly and severally liable for these taxes for which Alberto-Culver may be required to indemnify Sally Beauty under their tax allocation agreement, and there can be no assurance that Alberto-Culver would be able to fulfill its obligations under the tax allocation agreement if Alberto-Culver was determined to be responsible for the taxes thereunder.

Table of Contents

The process for determining whether a prohibited change in control has occurred under the rules is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. If Alberto-Culver did not carefully monitor its, or Sally Beauty did not carefully monitor its, compliance with these rules, this might inadvertently cause or permit a prohibited change in the ownership of Sally Beauty or of Alberto-Culver to occur, thereby triggering Alberto-Culver’s or Sally Beauty’s respective obligations to indemnify the other pursuant to the tax allocation agreement, which would have a material adverse effect on Sally Beauty and us.

If any of the above events occur, Sally Beauty will be jointly and severally liable for these taxes, and there can be no assurance that Alberto-Culver would be able to fulfill its indemnification obligations to Sally Beauty under the tax allocation agreement if Alberto-Culver was determined to be responsible for these taxes thereunder. In addition, these mutual indemnity obligations could discourage or prevent a third party from making a proposal to acquire Sally Beauty.

Actions taken by the Lavin family stockholders or by the CDR investors could adversely affect the tax-free nature of the share distribution of Alberto-Culver common stock in connection with the transactions separating us from Alberto-Culver.

Sales and/or acquisitions by the Lavin family stockholders of Sally Beauty’s common stock or Alberto-Culver’s common stock may adversely affect the tax-free nature of the share distribution of Alberto-Culver’s common stock in the Separation Transactions. First, with certain exceptions, sales by the Lavin family stockholders of Sally Beauty’s common stock or Alberto-Culver’s common stock at any time after the Separation Transactions might be considered evidence that the share distribution was used principally as a device for the distribution of earnings and profits, particularly if the selling stockholder was found to have an intent to effect such sale at the time of the share distribution. If the IRS successfully asserted that the share distribution was used principally as such a device, the share distribution would not qualify as a tax-free distribution, and thus would be taxable to Sally Beauty. Second, with certain exceptions, if any of the Lavin family stockholders had sold an amount of Sally Beauty’s common stock that it received in connection with the Separation Transactions (or acquired additional shares of Sally Beauty’s common stock) within the two year period following completion of the Alberto-Culver share distribution, and that amount of stock, if added to the common stock that was acquired by CDR Investors were to equal or exceed 50% of Sally Beauty’s outstanding common stock, as determined under the Code and applicable Treasury regulations, a deemed acquisition of control of Sally Beauty in connection with the Alberto-Culver share distribution would be presumed. If this presumption were not rebutted, Sally Beauty would be subject to significant U.S. federal income tax liabilities, which, if not reimbursed by Alberto-Culver, would have a material adverse effect on Sally Beauty and us.

The ~~voting~~CDR ~~power~~Investors own a significant percentage of Sally Beauty’s ~~largest~~ ~~stockholder~~common stock which may discourage third party acquisitions of Sally Beauty at a premium, and the interests of the CDR Investors may differ from the interests of other holders of Sally Beauty’s common stock.

~~CDRS, Sally~~The ~~Beauty’s~~CDR ~~largest~~Investors ~~stockholder,~~currently ~~owns~~own approximately 4735.05%, ofin ~~its~~the ~~outstanding common~~aggregate ~~stock~~ on an undiluted basis, of the outstanding shares of Sally Beauty’s common stock. Pursuant to the stockholders agreement entered into by Sally Beauty, the CDR Investors and ~~the~~certain ~~Lavin~~other ~~family~~ stockholders, which we refer to as the Stockholders Agreement, CDRS currently has ~~designated~~ ~~five~~the right to designate four of Sally Beauty’s ~~initial~~ eleven directors,. asCDRS’ ~~well~~right asto ~~the Director~~nominate ~~elected~~a certain number of directors will continue so long as ~~Chairman~~it owns specified percentages of Sally Beauty’s ~~Board~~common ofstock. ~~Directors,~~So ~~and~~long ~~CDRS’ right~~as the CDR Investors continue to ~~nominate~~have ainfluence ~~certain~~over ~~number~~the election of Sally Beauty’s directors ~~will~~or ~~continue~~directly soor ~~long~~indirectly asown ~~it owns~~a ~~specified~~significant ~~percentages~~percentage of the outstanding shares of Sally Beauty’s common stock, the CDR Investors will continue to be able to strongly influence Sally Beauty’s decisions. The CDR Investors’ ownership of Sally Beauty’s common stock and their ability to influence Sally Beauty’s decisions may have the effect of discouraging offers to acquire control of Sally Beauty and may preclude holders of its common stock from receiving any premium above market price for their shares that may otherwise be offered in connection with any attempt to acquire control of Sally Beauty. Furthermore, the interests of the CDR Investors may differ from those of other holders of Sally Beauty’s common stock in material respects. For example, the CDR Investors may have an interest in pursuing acquisitions, divestitures, financings, re-financings, stockholder dividends or other transactions that, in their judgment, could enhance their overall equity portfolio or the short-term value of their investment in Sally Beauty, even though such transactions might involve substantial risks to other holders of Sally Beauty’s common stock.

The interests of Sally Beauty’s largest stockholder may differ from the interests of other holders of its common stock.

CDRS, Sally Beauty’s largest stockholder, owns approximately 47.0% of its outstanding common stock on an undiluted basis. Pursuant to the Stockholders Agreement, CDRS has designated five of Sally’s Beauty’s eleven directors and CDRS’ right to nominate a certain number of directors will continue so long as it owns specified percentages of Sally Beauty’s common stock, as discussed above. In addition, the current Chairman of Sally Beauty’s Board of Directors is affiliated with CDRS. The interests of CDRS may differ from those of other holders of Sally Beauty’s common stock in material respects. For example, CDRS may have an interest in pursuing acquisitions, divestitures, financings, re-financings, stockholder dividends or other transactions that, in its judgment, could enhance its overall equity portfolio or the short-term value of their investment in Sally Beauty, even though such transactions might involve substantial risks to other holders of Sally Beauty’s common stock. The manager of CDRS’ ultimate parent is in the business of making investments in companies, and may acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers of us or our customers. Additionally, CDRS may determine that the disposition of some or all of its interests in Sally Beauty would be beneficial to it at a time when such disposition could be detrimental to Sally Beauty, us and/or to the other holders of Sally Beauty’s common stock. Moreover, the ownership by CDRS of a significant percentage of Sally Beauty’s outstanding common stock may have the effect of discouraging offers to acquire control of Sally Beauty and may preclude holders of Sally Beauty’s common stock from receiving any premium above market price for their shares that may otherwise be offered in connection with any attempt to acquire control of Sally Beauty.

Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Substantially all of our store and warehouse locations are leased and our corporate headquarters and ~~four~~five warehouses/distribution centers are owned. The average store lease is for a term of five years with customary renewal options. The following table provides the number of stores in the U.S. and globally, as of September 30, ~~2010~~2011:

	Sally Beauty Supply		Beauty Systems Group
Location	Company-Operated	Franchise	Company-Operated	Franchise
United States (excluding Puerto Rico)	2,~~429~~509	—	~~777~~896	~~130~~126
Puerto Rico	3941	—	3	—
International:
United Kingdom	~~249~~242	5	—	—
Belgium	2932	56	—	—
Canada	5870	—	8896	—
Chile	2228	—	—	—
France	2735	2	—	—
Germany	2730	—	—	—
Mexico	~~102~~133	—	—	2930
Other	2413	1412	—	—
Total International	~~538~~583	2625	8896	2930
Total Store Count	3,~~006~~133	2625	~~868~~995	~~159~~156

The following table provides locations for our significant offices and warehouses and corporate headquarters, as of September 30, ~~2010~~2011:

Location	Type of Facility	Sq. Feet	Business Segment
Company-Owned Properties:
Columbus, Ohio	Warehouse	246,000		(1)
Denton, Texas	Corporate Headquarters	N/A		(1)(2)
Denton, Texas	Warehouse	45,000		(1)
Jacksonville, Florida	Warehouse	237,000		(1)
Reno, Nevada	Warehouse	253,000		(1)
Columbus, Ohio	Warehouse	246,000		(1)
Jacksonville, Florida	Warehouse	237,000		(1)
Denton, Texas	Office, Warehouse	114,000		(1)(2)
Marinette, Wisconsin	Office, Warehouse	99,000		(2)
Leased Properties:
Benicia, California	Office, Warehouse	187,000		(2)
Clackamas, Oregon	Warehouse	104,000		(2)
Fresno, California	Warehouse	200,000		(2)
Greenville, Ohio	Office, Warehouse	246,000		(2)
Pottsville, Pennsylvania	Office, Warehouse	160,000		(2)
Fresno, California	Warehouse	200,000		(2)
Pottsville, Pennsylvania	Office, Warehouse	140,000		(2)
Clackamas, Oregon	Warehouse	104,000		(2)
Spartanburg, South Carolina	Warehouse	100,000		(2)
Blackburn, Lancashire, England	Warehouse	107,000		(1)
Thornliebank, Scotland	Office, Warehouse	94,000		(1)
Calgary, Alberta, Canada	Warehouse	62,000		(2)
Ronse, Belgium	Office, Warehouse	91,000		(1)
Gent, Belgium	Office, Warehouse	83,000		(1)
Guadalupe, Nuevo Leon, Mexico	Warehouse	40,000		(1)
Calgary, Alberta, Canada	Warehouse	62,000		(2)
Mississauga, Ontario, Canada	Office, Warehouse	60,000		(2)
Ronse, Belgium	Office, Warehouse	91,000		(1)
Lincoln, Nebraska	Warehouse	54,000		(2)
Thornliebank, Scotland	Office, Warehouse	94,000		(1)
Guadalupe, Nuevo Leon, Mexico	Warehouse	40,000		(1)(2)

(1) Sally Beauty Supply

(2) BSG

Table of Contents

ITEM 3. LEGAL PROCEEDINGS

There were no material legal proceedings pending against us or our subsidiaries as of September 30, ~~2010~~2011. We are involved in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of claims and lawsuits. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations.

We are subject to a number of U.S., federal, state and local laws and regulations, as well as the laws and regulations applicable in each ~~other~~foreign ~~marketplace~~country or jurisdiction in which we do business. These laws and regulations govern, among other things, the composition, packaging, labeling and safety of the products we sell, the methods we use to sell these products and the methods we use to import these products. We believe that we are in material compliance with such laws and regulations, although no assurance can be provided that this will remain true going forward.

On February 25, 2008, Sally Beauty disclosed in a Current Report on Form 8-K that on February 21, 2008, L’Oreal filed a lawsuit in the Superior Court of the State of California in and for the County of San Diego — Central Division naming, among others, SD Hair, Ltd. and Hair of Nevada, LLC (collectively, “SD Hair”), franchisees of our subsidiary Armstrong McCall division (“AMLP”) of our BSG business unit, as defendants. The suit alleged, among other things, that SD Hair breached its franchise agreement with AMLP by diverting (selling) Matrix branded products to unauthorized buyers, and that L’Oreal is entitled to make claims against SD Hair under the franchise agreement as a third-party beneficiary of that agreement. On March 24, 2008, SD Hair filed a cross-complaint in the same case naming AMLP and BSG as cross-defendants, seeking, among other things, i) declaratory relief from BSG and AMLP in the form of a judicial finding that SD Hair is not in breach of its franchise agreement and that L’Oreal has no rights as a third-party beneficiary to SD Hair’s franchise agreement, and ii) injunctive relief in the form of a judicial order compelling AMLP and BSG to take appropriate legal action against L’Oreal to enforce SD Hair’s claimed rights under AMLP’s Matrix distribution agreement. We have answered the cross-complaint.

On July 30, 2009, Sally Beauty disclosed in a Current Report on Form 8-K that L’Oreal filed a Second Amended Complaint in connection with the previously disclosed lawsuit described above. The Second Amended Complaint alleges, among other things, that AMLP, certain of its employees and others were involved in selling Matrix branded products to unauthorized buyers and that certain of its employees (and others) engaged in improper business transactions for personal benefit from 2005 through 2007. L’Oreal seeks money damages, certain injunctive relief and a declaration that L’Oreal is entitled to terminate the 1981 Matrix Distributor Agreement now in effect between L’Oreal and AMLP. None of the employees involved in the allegations are executive officers of Sally Beauty or the Company. Substantially all of these allegations were made known by L’Oreal to the Company prior to the filing of the Second Amended Complaint. L’Oreal also provided the Company with documents allegedly supporting the allegations.

As a result of these allegations made by L’Oreal, many of which are incorporated into the Second Amended Complaint, the Audit Committee of the Board of Directors of Sally Beauty engaged independent special counsel to investigate whether certain employees engaged in improper business transactions for personal benefit. After extensive review, the Audit Committee and independent special counsel found insufficient evidence to support a conclusion that Sally Beauty or Company employees entered into improper transactions for personal benefit.

On September 8, 2009, AMLP and BSG filed a cross-complaint against L’Oreal. In the cross-complaint, AMLP and BSG allege that L’Oreal does not have a genuine interest in stopping diversion, and that L’Oreal’s anti-diversion policies have been discriminatorily applied to AMLP and BSG. AMLP further alleges that L’Oreal is using diversion as a pretext to attempt to terminate the 1981 Matrix Distributor Agreement. L’Oreal has answered the cross-complaint and the matter is currently set for jury trial on February 18, 2011.

Table of Contents

ITEM 4. REMOVED AND RESERVED

Table of Contents

PART II

There is no established public trading market for the member units of Sally Holdings LLC. Sally Investment Holdings LLC, a wholly-owned subsidiary of Sally Beauty Holdings, Inc., owns all of the member units of Sally Holdings LLC.

We do not expect to pay dividends in the foreseeable future. The agreements governing our indebtedness restrict our ability to pay dividends. Please see “Risk Factors — Risks Relating to Our Substantial Indebtedness” and Note 1213 of the “Notes to Consolidated Financial Statements” in “Item 8 — Financial Statements and Supplementary Data.”

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial data of Sally Holdings LLC and its consolidated subsidiaries for ~~the~~each ~~year ended September 30, 2010, 2009, 2008 and 2007, and~~ of ~~Sally~~the ~~Holdings, Inc.~~years ~~and~~in ~~its consolidated subsidiaries for~~ the five-year period ended September 30, ~~2006~~2011 (dollars in thousands). Sally Holdings, Inc. was a wholly owned subsidiary of Alberto-Culver until November 16, 2006 when it was converted to a Delaware limited liability company, was renamed “Sally Holdings LLC,” and became an indirect wholly owned subsidiary of Sally Beauty in connection with the Separation Transactions. Sally Beauty was formed in June of 2006 in connection with the Separation Transactions.:

	Year Ended September 30,
	Fiscal Year Ended September 30,
	2010			2009			2008			2007			2006
	2011			2010			2009			2008			2007
Results of operations information:
Net sales	$	23,~~916~~269,~~090~~131		$	2,~~636~~916,~~600~~090		$	2,~~648~~636,~~191~~600		$	2,~~513~~648,~~772~~191		$	2,~~373~~513,~~100~~772
Cost of products sold and distribution expenses	1,~~511~~674,~~716~~526			1,~~393~~511,~~283~~716			1,~~413~~393,~~597~~283			1,~~360~~413,~~025~~597			1,~~286~~360,~~329~~025
Gross profit	1,~~404~~594,~~374~~605			1,~~243~~404,~~317~~374			1,~~234~~243,~~594~~317			1,~~153~~234,~~747~~594			1,~~086~~153,~~771~~747
Selling, general and administrative expenses(a)	1,~~004~~078,~~660~~602			~~891~~1,~~056~~004,660			~~895~~891,~~632~~056			~~850~~895,~~159~~632			~~798~~850,~~211~~159
Depreciation and amortization	5159,~~122~~721			4751,~~066~~122			4847,~~533~~066			4248,~~605~~533			3842,~~032~~605
Sales-based service fee charged by Alberto-Culver	—			—			—			~~3,779~~—			283,~~852~~779
Transaction expenses(b)	—			—			—			~~21,502~~—			4121,~~475~~502
Operating earnings	~~348~~456,~~592~~282			~~305~~348,~~195~~592			~~290~~305,~~429~~195			~~235~~290,~~702~~429			~~180~~235,~~201~~702
Interest expense(c)	112,~~953~~530			~~132~~112,~~043~~953			~~158~~132,~~897~~043			~~145~~158,~~972~~897			92145,972
Earnings before provision for income taxes	~~235~~343,~~639~~752			~~173~~235,~~152~~639			~~131~~173,~~532~~152			89131,~~730~~532			~~180~~89,~~109~~730
Provision for income taxes	87125,~~010~~159			6887,~~424~~010			4868,~~664~~424			4148,~~169~~664			6941,~~916~~169
Net earnings	$	~~148~~218,~~629~~593		$	~~104~~148,~~728~~629		$	82104,~~868~~728		$	4882,~~561~~868		$	~~110~~48,~~193~~561
Operating data:
Number of stores (end of period):
Number of stores (at end of period):
Sally Beauty Supply	3,~~032~~158			23,~~923~~032			2,~~844~~923			2,~~694~~844			2,~~511~~694
Beauty Systems Group	1,~~027~~151			~~991~~1,027			~~929~~991			~~874~~929			~~828~~874
Total	4,059			3,914			3,773			3,568			3,339
Consolidated	4,309			4,059			3,914			3,773			3,568
Professional distributor sales consultants (end of period)	1,051			1,022			984			1,002			1,163
Professional distributor sales consultants (at end of period)	1,116			1,051			1,022			984			1,002
Same store sales growth(d):
Sally Beauty Supply	46.13		%	24.1		%	1.2.1		%	21.72		%	2.47		%
Beauty Systems Group	65.25		%	16.02		%	61.90		%	106.19		%	410.1		%
Consolidated	4.6.1		%	14.86		%	21.68		%	42.56		%	24.85		%
Financial condition information (at period end):
Financial condition information (at end of period):
Working capital	$	~~351~~357,~~593~~709		$	~~315~~351,~~943~~593		$	~~348~~315,~~560~~943		$	~~341~~348,~~891~~560		$	~~479~~341,~~107~~891
Cash, cash equivalents and short-term investments	5963,~~494~~481			5459,~~447~~494			9954,~~788~~447			3899,~~272~~788			~~107~~38,~~571~~272
Property, plant and equipment, net	~~168~~182,~~117~~488			~~151~~168,~~249~~117			~~156~~151,~~260~~249			~~154~~156,~~068~~260			~~142~~154,~~735~~068
Total assets	1,~~588~~727,~~763~~712			1,~~490~~588,~~510~~763			1,~~525~~490,~~658~~510			1,~~404~~525,~~261~~658			1,~~338~~404,~~841~~261
Long-term debt, excluding current maturities(c)	1,~~559~~410,~~591~~111			1,~~653~~559,~~013~~591			1,~~724~~653,~~684~~013			1,~~758~~724,~~594~~684			~~621~~1,758,594
Member’s (deficit)/stockholder’s equity	$	(~~497~~281,~~888~~690	)	$	(~~642~~497,~~139~~888	)	$	(~~722~~642,~~280~~139	)	$	(~~780~~722,~~317~~280	)	$	1(780,~~005,967~~317	)

(a) Selling, Wegeneral ~~account~~and ~~for~~administrative ~~share-based~~expenses ~~compensation~~for ~~awards~~the infiscal ~~accordance~~years ~~with~~2011, ~~the~~2010, ~~Financial~~2009, ~~Accounting~~2008 ~~Standards~~and ~~Board~~2007 ~~(“FASB”)~~include ~~Accounting~~share-based ~~Standards~~compensation ~~Codification~~expenses ~~(“ASC”)~~of ~~718~~$15.0 million, ~~Compensation-Stock~~$12.2 ~~Compensation~~million, $8.0 ~~Selling~~million, ~~general~~$9.6 million and ~~administrative~~$12.3 ~~expenses~~million, ~~for~~respectively. In the fiscal ~~years~~year ~~2010~~2011, ~~2009~~selling, ~~2008,~~general ~~2007~~ and ~~2006~~administrative ~~include~~expenses ~~share~~reflect a one-~~based~~time ~~compensation~~net ~~expenses~~favorable impact of $1221.23 million, including a $827.0 million, credit from a litigation settlement and certain non-recurring charges of $95.67 million~~, $12~~.3

(b) The fiscal year 2007 includes one-time charges associated with the Separation Transactions. Please see Note 1 of the “Notes to Consolidated Financial Statements” in “Item 8 — Financial Statements and Supplementary Data” for additional information about the Separation Transactions.

(c) Long-term debt primarily represents debt incurred in connection with the Separation Transactions and interest expense is related mainly to such indebtedness.

(d) Same stores are defined as company-operated stores that have been open for at least 14 months as of the last day of a month. Our same store sales are calculated in constant dollars and include internet-based sales (beginning in fiscal year 2009) and store expansions, if applicable, but do not generally include the sales from stores relocated until at least 14 months after the relocation. The sales from stores acquired are excluded from our same store sales calculation until at least 14 months after the acquisition.

Table of Contents

million and $5.2 million, respectively. (b) The fiscal year 2007 includes one-time charges associated with the Separation Transactions and the fiscal year 2006 includes one-time charges associated with the termination of a merger agreement. Please see Note 1 of the “Notes to Consolidated Financial Statements” in “Item 8—Financial Statements and Supplementary Data” for additional information about the Separation Transactions. (c) After November 16, 2006, long-term debt primarily represents debt incurred in connection with the Separation Transactions and interest expense related mainly to such indebtedness. Prior to the Separation Transactions, interest expense was attributable to notes payable to then-affiliates. (d) Same stores are defined as company-operated stores that have been open for at least 14 months as of the last day of a month. Our same store sales calculation includes internet-based sales (beginning in fiscal year 2009) and store expansions, if applicable, but does not generally include sales from stores relocated.

Prior to November 16, 2006, Alberto-Culver owned all shares of issued and outstanding common stock of Sally Holdings, Inc. Since November, 16, 2006, all members units of Sally Holdings LLC have been owned by Sally Investment, a wholly-owned subsidiary of Sally Beauty.

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following section discusses management’s view of the financial condition as of September 30, ~~2010~~ 2011 and ~~2009~~2010, and the results of operations and cash flows for the fiscal years ended September 30, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, of Sally Holdings, a wholly-owned subsidiary of Sally Investment Holdings LLC, orwhich we refer to as Sally Investment, a wholly-owned subsidiary of Sally Beauty Holdings, Inc., orwhich we refer to as Sally Beauty, and its consolidated subsidiaries. All of the interests of Sally Holdings are beneficially owned by Sally Investment, and all of the interests of Sally Investment are beneficially owned by Sally Beauty. This section should be read in conjunction with the audited consolidated financial statements of Sally Holdings and the related notes included elsewhere in this Annual Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains forward-looking statements. Please see “Cautionary Notice Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause actual results to differ materially from those reflected in such forward-looking statements.

Highlights of the Fiscal Year Ended September 30, ~~2010~~2011:

· Our consolidated sales from company-operated stores that have been open for at least 14 months as of the last day of a month, which we refer to as same store sales, increased 4.6.1% for the fiscal year ended September 30, ~~2010~~2011;

· Our consolidated net sales for the fiscal year ended September 30, ~~2010~~2011 increased by $~~279~~353.50 million, or 10 12.61%, to $23,~~916~~269.1 million compared to the fiscal year ended September 30, ~~2009~~ 2010. Net sales for the fiscal year ended September 30, ~~2010~~2011 reflect approximately $1723.23 million, or 0.78%, in net positive impact from changes in foreign currency exchange rates;

· Our consolidated gross profit for the fiscal year ended September 30, ~~2010~~2011 increased by $~~161~~190.1 2 million, or 13.05%, to $1,~~404~~594.46 million compared to ~~$1,243.3 million for~~ the fiscal year ended September 30, ~~2009~~2010. As a percentage of net sales, gross profit increased to 48.28% for the fiscal year ended September 30, ~~2010~~2011, compared to 4748.2% for the fiscal year ended September 30, ~~2009~~2010;

· Our consolidated operating earnings for the fiscal year ended September 30, ~~2010~~2011 increased by $43107.4 7 million, or 1430.29%, to $~~348~~456.63 million compared to ~~$305.2 million for~~ the fiscal year ended September 30, ~~2009~~2010. As a percentage of net sales, operating earnings increased to 1214.0% for the fiscal year ended September 30, ~~2010~~2011, compared to 1112.60% for the fiscal year ended September 30, ~~2009~~2010;

· For the fiscal year ended September 30, ~~2010~~ 2011, unallocated corporate expenses increased 15by 2.9% to $7274.23 million compared to ~~$62~~the fiscal year ended September 30, 2010. As a percentage of net sales, unallocated corporate expenses decreased to 2.3% ~~million~~for the fiscal year ended September 30, 2011, compared to 2.5% for the fiscal year ended September 30, ~~2009~~2010;

· Sally Beauty Supply and BSG each opened or acquired ~~109~~127 ~~and 36~~ net new stores, ~~respectively,~~ during the fiscal year ended September 30, ~~2010~~2011, excluding franchised stores;

· InCash ~~December of~~provided ~~2009,~~by ~~we acquired~~operations ~~Sinelco~~increased by $84.7 million, aor ~~wholesale~~38.9%, ~~distributor~~to of$302.8 million ~~professional~~for ~~beauty~~the ~~products~~fiscal ~~based in~~year ~~Ronse~~ended September 30, ~~Belgium~~2011, ~~for~~compared ~~approximately~~to ~~€25~~$218.2 1 million ~~(approximately~~for ~~$36.6 million)~~the fiscal year ended September 30, 2010;

· ~~During~~In ~~fiscal year~~ October 2010, we ~~made~~ aacquired ~~mandatory~~Aerial ~~prepayment in the amount of $22~~Company, Inc.3 ~~million~~(“Aerial”), ~~and~~an ~~optional prepayments~~82-store inprofessional-only ~~the~~distributor ~~aggregate amount~~ of ~~$102.7~~beauty ~~million~~products onoperating ~~our senior term loans, resulting~~ in ~~the~~11 ~~prepayment~~states in ~~full of all borrowings under~~ the ~~Term~~midwestern ~~Loan~~United ~~A facility~~States, ~~and~~for ~~partial~~approximately ~~prepayment~~$81.8 ~~of borrowings under the Term Loan B facility~~million; and

· ~~Cash~~During ~~provided~~fiscal byyear ~~operations decreased~~ended ~~by $5.9~~September ~~million~~30, ~~or 2.6%~~2011, towe ~~$218.1 million~~made ~~for~~optional ~~the~~prepayments ~~fiscal year~~on ~~ended~~our ~~September 30,~~senior ~~2010,~~term ~~compared~~loan toB ~~$224.0 million~~facility ~~for~~in the ~~fiscal~~ ~~year~~aggregate ~~ended~~amount ~~September 30,~~of ~~2009~~$147.0 million.

Overview

Description of Business

We operate primarily through two business units, Sally Beauty Supply and Beauty Systems Group, or BSG. Through Sally Beauty Supply and BSG ~~(which operates stores under the CosmoProf service mark)~~, we operated a multi-channel platform of 34,~~874~~128 company-operated stores and supplied ~~185~~181 franchised stores, primarily in North America, South America and selected European countries, as of September 30, ~~2010~~2011. We are the largest distributor of professional beauty supplies in the U.S. based on store count. Within BSG, we also have one of the largest networks of professional distributor sales consultants in North America~~, with approximately 1,051 professional distributor sales consultants who sell directly to salons and salon professionals~~. We provide our customers with a wide variety of leading third-party branded and exclusive-label professional beauty supplies, including hair color products, hair care products, styling appliances, skin and nail care products and other beauty items. Sally Beauty Supply stores target retail consumers and salon professionals, while BSG exclusively targets salons and salon professionals. For the year ended September 30, ~~2010~~2011, our consolidated net sales and operating earnings were $23,~~916~~269.1 million and $~~348~~456.63 million, respectively.

3029

Table of Contents

~~supplied 26~~salon ~~franchised stores located outside the U.S. Sally Beauty Supply stores in the U.S. and Canada range in size between 1~~professionals,~~500~~ ~~square~~with ~~feet and 1,700 square feet and are primarily located in strip shopping centers. The product selection in Sally Beauty Supply stores ranges~~ between 45,000 and 8,000 SKUs of beauty products ~~and~~across ~~includes~~product ~~products~~categories ~~for~~including hair color, hair care, skin and nail care, beauty sundries and electrical appliances ~~targeting retail consumers and salon professionals~~. Sally Beauty Supply stores carry leading third-party brands such as Clairol®, Revlon ® and Conair®, as well as an extensive selection of exclusive-label merchandise. Store formats, including average size and product selection, for Sally Beauty Supply outside the U.S. and Canada vary by marketplace. For the year ended September 30, ~~2010~~2011, Sally Beauty Supply’s net sales and segment operating profit were $12,~~834~~012.64 million and $~~320~~381.50 million, respectively, representing 62.9% and ~~74.0~~70% of our consolidated net sales and consolidated operating profit before unallocated corporate expenses, respectively. ~~Store formats, including average size and product selection, for Sally Beauty Supply outside the U.S. and Canada vary by marketplace.~~

We believe BSG is the largest full-service distributor of professional beauty supplies in ~~the~~North UAmerica, exclusively targeting salons and salon professionals.S. As of September 30, ~~2010~~2011, BSG had ~~868~~ 995 company-operated stores, supplied ~~159~~156 franchised stores and had a sales force of approximately 1,~~051~~116 professional distributor sales consultants selling exclusively to salons and salon professionals in ~~substantially~~ all states in the U.S., ~~and~~ in portions of Canada, and in Puerto Rico, Mexico and certain European countries. Company-operated BSG stores, which primarily operate under the CosmoProf banner, average approximately 2,700 square feet in size and are primarily located in secondary strip shopping centers. BSG stores provide a comprehensive selection of between 5,000 and 10,000 beauty product SKUs that include hair color and care, skin and nail care, beauty sundries and electrical appliances. Through BSG’s large store base and sales force, BSG is able to access a significant portion of the highly fragmented U.S. salon channel. ~~The~~BSG ~~product~~stores ~~selection~~carry inleading ~~BSG stores,~~third-party ~~ranging~~brands ~~between~~such ~~5,000~~as ~~and~~Paul 10Mitchell®,~~000~~ ~~SKUs of beauty products~~Wella®, ~~includes hair care and color~~Sebastian®, ~~skin and nail care~~Goldwell®, ~~beauty sundries~~ Joico® and ~~electrical appliances; targeting salons and salon professionals. BSG carries leading professional beauty product brands~~TIGI®, intended for use in salons and for resale by the ~~salon~~ salons to consumers. Certain BSG products are sold under exclusive distribution agreements with suppliers, whereby BSG is designated as the sole distributor for a product line within certain geographic territories. For the year ended September 30, ~~2010~~2011, BSG’s net sales and segment operating profit were $1,~~081~~256.57 million and $~~112~~164.57 million, respectively, representing ~~37.1~~38% and ~~26.0~~30% of our consolidated net sales and consolidated operating profit before unallocated corporate expenses, respectively.

Industry and Business Trends

· High level of marketplace fragmentation. The U.S. salon channel is highly fragmented with ~~over~~nearly 250,000 ~~hair~~ salons and barbershops. Given the fragmented and small-scale nature of the salon industry, we believe that salon operators will continue to depend on full-service/exclusive distributors and open-line channels for a majority of their beauty supply purchases.

· Increasing use of exclusive-label products. We offer a broad range of exclusive-label products. As our lines of exclusive-label products have matured and become better known in our retail stores, we have seen an increase in sales of these products. Generally, our exclusive-label products have higher gross margins for us than the leading third-party branded products and, accordingly, we believe that the growth in sales of these products will likely enhance our overall gross margins. Please see “Risk Factors -— We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

Table of Contents

international growth initiative. We intend to continue to identify and evaluate non-U.S. acquisition and/or organic international growth targets. Our ability to grow our non-U.S. operations, integrate our new non-U.S. acquisitions and successfully pursue additional non-U.S. acquisition and/or organic international growth targets may be affected by business, legal, regulatory and economic risks. Please see “Risk Factors — We may not be able to successfully identify acquisition candidates or successfully complete desirable acquisitions,” “If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business or have an adverse effect on our results of operations” and “Our ability to conduct business in international marketplaces may be affected by legal, regulatory and economic risks.”

· Continuing consolidation. There is continuing consolidation among professional beauty product distributors and professional beauty product manufacturers. We plan to continue to examine ways in which we can benefit from this trend, including the evaluation of opportunities to shift business from competitive distributors to the BSG network as well as seeking opportunistic, value-added acquisitions which complement our long-term growth strategy. We believe that suppliers are increasingly likely to focus on larger distributors and retailers with a broader scale and retail footprint. We also believe that we are well positioned to capitalize on this trend as well as participate in the ongoing consolidation at the distributor/retail level. However, changes often occur in our relationships with suppliers that may materially affect the net sales and operating earnings of our business segments. Consolidation among suppliers could exacerbate the effects of these relationship changes and could increase pricing pressures. For example, as we announced in the fiscal year 2007, one of our largest suppliers, L’Oreal, moved a material amount of revenue out of our BSG distribution network and into regional distribution networks that compete with BSG. More recently, L’Oreal acquired distributors that compete with BSG in the Midwest, Southeast and West Coast regions of the U.S. and, as a result, L’Oreal directly competes with BSG in certain geographic areas. If L’Oreal acquired other distributors or suppliers that conduct significant business with BSG, we could lose related revenue. There can be no assurance that BSG will not lose further revenue over time (including within its franchise-based business) due to potential losses of additional products (both from L’Oreal and from other suppliers) as well as from the increased competition from L’Oreal-affiliated distribution networks. Please see “Risk Factors — The beauty products distribution industry is highly competitive and is consolidating” and “We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

· Relationships with suppliers. Sally Beauty Supply/ BSG and their respective suppliers are dependent on each other for the distribution of beauty products. We do not manufacture the brand name or exclusive-label products we sell. We purchase our products from a limited number of manufacturers. As is typical in distribution businesses (particularly in our industry), these relationships are subject to change from time to time (including the expansion or loss of distribution rights in various geographies and the addition or loss of product lines). Since we purchase products from many manufacturers on an at-will basis, under contracts which can generally be terminated without cause upon 90 days’ notice or less or which expire without express rights of renewal, such manufacturers could discontinue sales to us at any time or upon the expiration of the distribution period. Some of our contracts with manufacturers may be terminated by such manufacturers if we fail to meet specified minimum purchase requirements. In such cases, we do not have contractual assurances of continued supply, pricing or access to new products and vendors may change the terms upon which they sell. Infrequently, a supplier will seek to terminate a distribution relationship through legal action. For example, in 2007 Farouk Systems, Inc. filed an action seeking a declaratory judgment that it was entitled to terminate a long-term distribution agreement with Armstrong McCall. In 2010 that matter was settled and BSG now sells Farouk products in many territories. Changes in our relationships with suppliers occur often and could positively or negatively impact our net sales and operating profits. Although we focus on developing new revenue and cost management initiatives to mitigate the negative effects resulting from unfavorable changes in our supplier relationships, there can be no assurance that our efforts will continue to completely offset the loss of these or other distribution rights. Please see “Risk Factors — We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

We expect to continue to expand our product line offerings and to gain additional distribution rights over time through either further negotiation with suppliers or by acquisitions of existing distributors. Although we are focused on developing new revenue and cost management initiatives, there can be no assurance that our efforts will partially or completely offset any potential loss of distribution rights in the future. Please see “Risk Factors — We depend upon manufacturers who may be unable to provide products of adequate quality or who may be unwilling to continue to supply products to us.”

· High level of competition. Sally Beauty Supply competes with other domestic and international beauty product wholesale and retail outlets, including local and regional open-line beauty supply stores, professional-only beauty supply stores, salons, mass merchandisers, drug stores and supermarkets, as well as sellers on the internet and salons retailing hair care items. BSG competes with other domestic and international beauty product wholesale and retail suppliers and manufacturers selling professional beauty products directly to salons and individual salon professionals. We also face competition from authorized and unauthorized retailers and internet sites offering professional salon-only products. The increasing availability of unauthorized professional salon products in large format retail stores such as drug stores, grocery stores and others could also have a negative impact on our business. Please see “Risk Factors — The beauty products distribution industry is highly competitive and is consolidating.”

Table of Contents

~~Supply’s~~· Economic ~~international growth initiative~~conditions. We ~~intend~~appeal to ~~continue~~a towide ~~identify~~demographic consumer profile and ~~evaluate~~offer ~~non-U.S.~~a ~~acquisition and/or~~broad ~~organic~~selection ~~growth~~of ~~targets.~~professional ~~Our~~beauty ~~ability~~products sold directly to ~~grow~~retail ~~our~~consumers, ~~non-U~~and salons and salon professionals.S. ~~operations~~Historically, ~~integrate~~ ~~our~~these ~~new~~factors ~~non-U.S.~~have ~~acquisitions~~provided ~~and~~us ~~successfully~~with ~~pursue~~reduced ~~additional non-U.S.~~exposure ~~acquisition~~to ~~and/or~~downturns ~~organic~~in ~~growth~~economic ~~targets~~conditions ~~may~~in bethe ~~affected~~countries byin ~~business~~which we operate. However, ~~legal~~ a downturn in the economy, ~~regulatory~~especially ~~and~~for ~~economic~~an ~~risks.~~extended ~~Please~~period ~~see~~of ~~“Risk~~time, ~~Factors~~could -adversely Weimpact ~~may~~consumer ~~not~~demand ~~be able~~of todiscretionary ~~successfully~~items ~~identify~~such ~~acquisition~~as ~~candidates~~beauty products and ~~complete~~salon ~~desirable acquisitions~~services,” ~~“If~~particularly weaffecting ~~acquire~~our ~~any~~electrical ~~businesses~~products category and our full-service sales business. In addition, higher freight costs resulting from increases in the ~~future~~cost of fuel, ~~they~~especially ~~could~~for ~~prove difficult~~an toextended ~~integrate~~period of time, ~~disrupt~~may impact our ~~business~~expenses orat levels that we cannot pass through to our customers. These factors could have ana material adverse effect on our business, financial condition and results of operations”. ~~and~~Please see “~~Our~~Risk ~~ability~~Factors to— ~~conduct~~The ~~business~~health of the economy in ~~international marketplaces~~the channels we serve may beaffect ~~affected~~consumer bypurchases ~~legal~~of discretionary items such as beauty products and salon services, ~~regulatory~~which could have a material adverse effect on our business, financial condition and ~~economic~~results ~~risks~~of operations.”

· ~~Continuing consolidation. There~~Controlling ~~is continuing consolidation among professional beauty product distributors and professional beauty product manufacturers~~expenses. Another Weimportant ~~plan~~aspect toof ~~continue~~our ~~to examine ways in which we can benefit from this trend, including reviewing opportunities to shift~~ business ~~within~~is ~~the professional beauty products channel from competitive distributors to the BSG network as well as seeking opportunistic, value-added acquisitions which complement~~ our ~~long-term~~ability ~~growth strategy. We believe that suppliers are increasingly likely~~ to ~~focus~~control on larger distributors and retailers with a broader scale and retail footprint. We also believe that we are well positioned to capitalize on this trend as well as participate in the ongoing consolidation at the distributor/retail level. Howevercosts, ~~changes~~especially ~~often occur~~ in our ~~relationships~~ ~~with~~BSG ~~suppliers~~business ~~that~~segment, ~~may~~by ~~materially~~right-sizing ~~affect~~ the ~~net~~business ~~sales~~ and ~~operating~~ ~~earnings~~maximizing ~~of our business segments. Consolidation among suppliers could exacerbate~~ the ~~effects~~efficiency of ~~these~~our ~~relationship~~business ~~changes and could increase pricing pressures~~structure. For example, as we announced in December 2006, our largest supplier, L’Oreal, moved a material amount of revenue out of the BSG nationwide distribution network and into competitive regional distribution networks. More recently, ~~L’Oreal~~completed ~~acquired~~implementation ~~distributors competing with BSG in the southeastern and west coast~~ of ~~the U.S. and, as~~ a ~~result, directly competes with BSG in certain geographic areas~~$22.0 Ifmillion ~~L’Oreal~~capital ~~acquired~~spending ~~other~~program ~~distributors~~to ~~or suppliers~~consolidate ~~that~~warehouses ~~conduct~~and ~~significant~~reduce ~~business~~administrative ~~with~~expenses ~~BSG, we could lose~~ related ~~revenue.~~ ~~There~~to ~~can be no assurance that there will not be further loss of revenue over time by~~ BSG’s ~~(including~~distribution ~~within~~network ~~its~~which ~~franchise-based~~has ~~business)~~resulted ~~due~~in ~~to potential~~annualized ~~losses~~cost savings of ~~additional~~at ~~products~~least ~~(both~~$14.0 ~~from~~million ~~L’Oreal~~beginning ~~and~~in ~~from other suppliers) as well as from~~ the ~~increased~~fiscal ~~competition~~year ~~from L’Oreal-affiliated distribution networks~~2010. Please see “Risk Factors -— ~~The beauty products distribution industry is highly competitive and is consolidating” and “~~We ~~depend~~ ~~upon~~are ~~manufacturers~~not ~~who~~certain ~~may~~that beour ~~unable~~ongoing tocost ~~provide~~control ~~products~~plans ofwill ~~adequate quality or who may be unwilling to~~ continue to ~~supply~~be ~~products to us~~successful.”

· ~~Relationships with~~Opening ~~suppliers~~new stores. ~~Sally~~ Our ~~Beauty~~future ~~Supply/BSG~~growth ~~and~~strategy ~~their suppliers~~depends ~~are~~in ~~dependent~~part on ~~each other for the distribution of beauty products. We do not manufacture the brand name or exclusive-label products we sell. We purchase~~ our ~~products~~ability ~~from~~to aopen ~~limited~~and ~~number~~profitably ofoperate ~~manufacturers.~~new Asstores ~~is typical~~ in ~~distribution~~ ~~businesses,~~existing ~~these~~and ~~relationships~~additional ~~are~~geographic ~~subject~~areas. toThe ~~change~~capital ~~from~~requirements ~~time~~ to ~~time~~ ~~(including~~open ~~the~~a ~~expansion~~U.S.-based orSally ~~loss~~Beauty ofSupply ~~distribution rights in various geographies and the addition~~ or ~~loss~~BSG ofstore, ~~product~~excluding ~~lines).~~inventory, ~~Since~~average weapproximately ~~purchase products~~$70,000 ~~from~~and ~~many~~$80,000, ~~manufacturers on an at-will basis~~respectively, ~~under~~with ~~contracts~~the ~~which~~capital ~~can generally~~requirements befor ~~terminated~~international ~~without~~stores ~~cause~~costing ~~upon 90 days’ notice or~~ less or ~~which~~ ~~expire~~substantially ~~without~~more ~~express~~depending ~~rights of renewal, such manufacturers could discontinue sales to us at any time or~~ upon the ~~expiration of the distribution period~~marketplace. ~~Some~~We ~~of our contracts with manufacturers~~ may not be ~~terminated~~able ~~by such manufacturers if we fail~~ to ~~meet~~open ~~specified~~all ~~minimum~~of ~~purchase~~the ~~requirements.~~new ~~In such~~stores ~~cases,~~ we doplan ~~not~~to ~~have~~open ~~contractual~~and ~~assurances~~any ~~of continued supply, pricing or access to~~ new ~~products~~stores ~~and~~we ~~vendors~~open may ~~change~~not ~~the~~be ~~terms upon which they sell. Infrequently~~profitable, aany ~~supplier~~of ~~will~~which ~~seek~~could tohave ~~terminate~~ a ~~distribution relationship~~material ~~through~~adverse legal action. For example, in 2007 Farouk Systems, Inc. filed an action seeking a declaratory judgment that it was entitled to terminate a long-term distribution agreement with Armstrong McCall. In 2010 that matter was settled and BSG now sells Farouk products in some territories. Changes in our relationships with suppliers occur often and could positively or negatively impact ~~our net sales and operating profits. Although we focus~~ on ~~developing~~ ~~new revenue and cost management initiatives to mitigate the negative effects resulting from unfavorable changes in~~ our ~~supplier relationships~~business, ~~there can~~financial becondition noor ~~assurance~~results ~~that our efforts will continue to completely offset the loss~~ of ~~these or other distribution rights~~operations. Please see “Risk Factors —We ~~depend upon~~If ~~manufacturers~~we ~~who~~are ~~may be~~ unable to ~~provide~~profitably ~~products~~open ofand ~~adequate~~operate ~~quality~~new ~~or who~~stores, ~~may~~our bebusiness, ~~unwilling~~financial tocondition ~~continue~~and toresults ~~supply~~of ~~products~~operations tomay usbe adversely affected.”

We· Changes ~~expect~~ to ~~continue~~our information technology systems. As our operations grow in both size and scope, we will continuously need to ~~expand~~improve and upgrade our ~~product~~information ~~line offerings~~systems and infrastructure while maintaining the reliability and integrity of our systems and infrastructure. The expansion of our systems and infrastructure will require us to ~~gain~~commit ~~additional~~substantial ~~distribution~~financial, ~~rights~~operational ~~over~~and ~~time~~technical ~~through~~resources ~~either further~~in ~~negotiation~~advance of any increase in the volume of our business, with ~~suppliers~~no orassurance bythat ~~strategic~~the ~~acquisitions~~volume of ~~existing distributors~~business will increase. ~~Although~~ For example, we are ~~focused~~in ~~on developing~~the ~~new~~process ~~revenue~~of designing and ~~cost~~implementing ~~management~~a ~~initiatives~~standardized enterprise resource planning (“ERP”) system internationally, ~~there~~which ~~can~~we anticipate will be ~~no assurance~~completed ~~that~~over the next few years. In addition, we are currently implementing a point-of-sale system upgrade program in a number of our ~~efforts~~divisions (primarily in our Sally Beauty Supply operations in the U.S.), which we anticipate will ~~partially~~provide orsignificant ~~completely~~benefits, ~~offset~~including ~~any~~enhanced ~~potential loss~~tracking of ~~distribution~~customer ~~rights~~sales and store inventory activity. These and any other required upgrades to our information systems and information technology (or new technology), now or in the future, will require that our management and resources be diverted from our core business to assist in completion of these projects. ~~Please~~Many ~~see~~of ~~“Risk~~our ~~Factors~~systems ~~—We~~are ~~depend upon~~proprietary, ~~manufacturers~~and ~~who~~as ~~may~~a result our options are limited in seeking third-party help with the operation and upgrade of those systems. There can be ~~unable~~no assurance that the time and resources our management will need to ~~provide~~devote ~~products~~to these upgrades, service outages or delays due to the installation of ~~adequate~~any ~~quality~~new or ~~who~~ upgraded technology (and customer issues therewith), or the impact on the reliability of our data from any new or upgraded technology will not have a material adverse effect on our financial reporting, business, financial condition or results of operations. Please see “Risk Factors — We may be ~~unwilling~~adversely toaffected ~~continue~~by toany ~~supply~~disruption ~~products~~in toour usinformation technology systems.”

~~· High~~Significant ~~level of~~Recent competition. Sally Beauty Supply competes with other domestic and international beauty product wholesale and retail outlets, including local and regional open-line beauty supply stores, professional-only beauty supply stores, salons, mass merchandisers, drug stores and supermarkets, as well as sellers on the internet and salons retailing hair care items. BSG competes with other domestic and international beauty product wholesale and retail suppliers and manufacturers selling professional beauty products directly to salons and individual salon professionals. We also face competition from authorized and unauthorized retailers and internet sites offering professional salon-only products. The increasing availability of unauthorized professional salon products in large format retail stores such as drug stores, grocery stores and others could also have a negative impact on our business. Please see “Risk Factors —The beauty products distribution industry is highly competitive and is consolidating.”Acquisitions

On November 1, 2011, the Company acquired Kappersservice Floral B.V. and two related companies (the “Floral Group”) for approximately €22.5 million (approximately $30.8 million), subject to certain adjustments. The Floral Group is a 19-store distributor of professional beauty products based in Eindhoven, the Netherlands. The acquisition will be accounted for using the purchase method of accounting and, accordingly, the results of operations of the Floral Group will be included in the Company’s consolidated financial statements subsequent to the acquisition date. The acquisition was funded with cash from operations and with borrowings on our ABL credit facility in the amount of approximately $17.0 million.

On October 1, 2010, we acquired Aerial, an 82-store professional-only distributor of beauty products operating in 11 states in the midwestern United States, for approximately $81.8 million. The acquisition was accounted for using the purchase method of accounting and the results of operations of Aerial are included in our consolidated financial statements subsequent to the acquisition date. The assets acquired and liabilities assumed, including intangible assets subject to amortization of $34.7 million, were recorded at their respective fair values at the acquisition date and goodwill of $25.3 million (which is expected to be deductible for tax purposes) was recorded as a result of this acquisition. The acquisition of Aerial was funded with borrowings in the amount of $78.0 million under the prior ABL credit facility (which have since been paid in full) and with cash from operations. In addition, during the fiscal

Table of Contents

~~· Economic~~year ~~conditions. We~~2011, ~~appeal~~we tocompleted aseveral ~~wide~~other ~~demographic~~individually ~~consumer profile~~immaterial ~~and~~acquisitions ~~offer~~at aan ~~broad~~aggregate ~~selection~~cost of ~~beauty~~approximately ~~products~~$5.0 ~~sold~~million ~~directly to retail consumers~~ and ~~salons~~recorded ~~and~~additional ~~salon~~goodwill ~~professionals. Historically, these factors have provided us with reduced exposure to downturns~~ in ~~economic conditions in~~ the ~~countries~~ inamount ~~which~~of ~~we operate~~$4. ~~However, a~~3 ~~downturn~~million in (the ~~economy,~~majority ~~especially~~of ~~for~~which anis ~~extended~~expected ~~period~~to ofbe ~~time,~~deductible ~~could adversely~~for ~~impact~~tax ~~consumer~~purposes) ~~demand~~in ofconnection ~~discretionary~~with ~~items~~ such ~~as beauty products and salon services, particularly affecting our electrical products category and our full-service sales business~~acquisitions. ~~In addition~~Generally, ~~higher freight costs resulting from increases in the cost of fuel, especially for an extended period of time, may impact our expenses at levels that~~ we ~~cannot~~funded ~~pass~~these ~~through~~acquisitions towith ~~our customers. These~~cash ~~factors~~from ~~could have a material adverse effect on our business, financial condition and results of~~ operations. ~~Please see “Risk Factors —~~The ~~health~~valuation of the ~~economy~~ inassets ~~the~~acquired ~~channels we serve may affect consumer purchases of discretionary items such as beauty products~~ and ~~salon~~liabilities ~~services,~~assumed ~~which~~in ~~could~~connection ~~have~~with athese ~~material adverse~~acquisitions ~~effect~~was based on ~~our~~their ~~business,~~fair ~~financial~~values ~~condition~~at ~~and~~the ~~results~~acquisition ~~of operations~~date.”

~~· Controlling~~During ~~expenses. Another~~the ~~important~~fiscal ~~aspect~~year 2010, we acquired Sinelco, a wholesale distributor of ~~our~~professional ~~business~~beauty ~~is our~~products ~~ability~~based toin ~~control~~Ronse, ~~costs~~Belgium, ~~especially~~for inapproximately ~~our~~€25.2 ~~BSG~~million ~~business~~(approximately ~~segment,~~$36.6 ~~by right~~million). We also assumed €4.0 million (approximately $5.8 million) of pre-~~sizing~~acquisition debt, excluding capital lease obligations, of Sinelco in connection with the ~~business~~acquisition. Sinelco serves over 1,500 customers through a product catalog and ~~maximizing~~website ~~the~~and ~~efficiency~~has sales throughout Europe. Goodwill of ~~our~~$5.2 ~~structure~~million (which is not expected to be deductible for tax purposes) was recorded as a result of this acquisition. In ~~2009~~ addition, during the fiscal year 2010, we completed ~~implementation~~several ofother individually immaterial acquisitions at an ~~approximately~~aggregate cost of $229.0 million ~~capital spending~~and ~~program~~recorded toadditional ~~consolidate~~goodwill ~~warehouses~~in ~~and~~the ~~reduce~~amount ~~administrative~~of ~~expenses related~~$5.4 million (the majority of which is not expected to ~~BSG’s~~be ~~distribution~~deductible ~~network~~for ~~resulting~~tax purposes) in ~~annualized~~connection ~~cost~~with ~~savings of approximately~~such ~~$14~~acquisitions.0 ~~million~~The ~~for~~valuation of the ~~2010~~assets acquired and liabilities assumed in connection with all the acquisitions completed during the fiscal year. ~~Please~~2010 ~~see~~was ~~“Risk Factors~~based —on their fair values at the acquisition date. We ~~are~~funded ~~not~~these ~~certain~~acquisitions ~~that~~generally ~~our~~with ~~ongoing~~cash ~~cost~~from ~~control~~operations ~~plans~~as ~~will~~well ~~continue to~~as beborrowings ~~successful~~under our ABL credit facility.”

~~· Opening~~The ~~new~~purchase ~~stores. Our~~prices ~~future~~of ~~growth~~certain ~~strategy~~acquisitions ~~depends~~completed induring ~~part~~the ~~on our~~fiscal ~~ability~~year to2009 ~~open~~(including ~~and~~the ~~profitably~~acquisition ~~operate~~of ~~new~~Schoeneman ~~stores~~on inSeptember 30, ~~existing~~2009) ~~and additional~~were ~~geographic~~initially ~~areas.~~allocated ~~The~~to ~~capital~~assets ~~requirements~~acquired toand ~~open~~liabilities aassumed ~~U.S.-~~based ~~Sally~~ ~~Beauty~~on ~~Supply~~their orpreliminary ~~BSG~~estimated ~~store,~~fair ~~excluding~~values ~~inventory,~~at ~~average approximately $70,000 and $80,000, respectively, with~~ the ~~capital~~date ~~requirements~~of ~~for international~~acquisition. ~~stores~~The ~~costing~~final ~~less~~valuations orof ~~substantially more depending upon~~ the ~~marketplace.~~ Weassets ~~may~~acquired ~~not~~and beliabilities ~~able~~assumed towere ~~open~~completed ~~all~~during of the ~~new~~fiscal ~~stores~~year we2010. ~~plan~~Accordingly, toin ~~open and~~the ~~any~~fiscal ~~new~~year ~~stores~~2010, we ~~open~~recorded ~~may~~intangible ~~not~~assets besubject ~~profitable,~~to ~~any~~amortization of ~~which~~$24.9 ~~could~~million ~~have~~and ~~a material~~intangible ~~adverse~~assets ~~impact~~with onindefinite ~~our~~lives ~~financial~~of ~~condition~~$0.8 ormillion ~~results~~in ofconnection ~~operations. Please~~with ~~see~~certain ~~“Risk~~of ~~Factors~~the —acquisitions Ifcompleted weduring ~~are~~the ~~unable~~fiscal toyear ~~profitably~~2009. ~~open~~These ~~and~~amounts ~~operate~~were ~~new stores,~~previously ~~our~~reported ~~business,~~in ~~financial~~Goodwill ~~condition~~pending ~~and~~the ~~results~~valuation of ~~operations~~the ~~may~~assets ~~be adversely affected~~acquired.”

~~· Changes~~During tothe ~~our~~fiscal ~~information technology~~year ~~systems. As our operations grow in both size and scope~~2009, we ~~will~~acquired continuously need to improve and upgrade our information systems and infrastructure while maintaining the reliability and integrity of our systems and infrastructure. The expansion of our systems and infrastructure will require us to commit substantial financialSchoeneman, ~~operational~~ ~~and~~a ~~technical~~43-store ~~resources~~beauty insupply ~~advance~~chain oflocated ~~any increase~~ in the ~~volume~~central ~~of our~~northeastern ~~business~~United States, ~~with~~at noa ~~assurance~~cost ~~that the volume~~ of ~~business~~approximately ~~will increase~~$71. ~~For~~0 ~~example~~million, wesubject ~~have~~to ~~recently~~certain ~~upgraded~~adjustments. ~~our financial~~We ~~reporting~~currently ~~systems~~expect into ~~the~~realize ~~U.S.~~approximately ~~and~~$10 ~~are~~million in ~~the~~present ~~process~~value of ~~designing~~future ~~and implementing~~tax asavings ~~standardized~~as ~~ERP system internationally over the next few years. In addition, we are currently implementing~~ a ~~three-year~~result ~~point-~~of~~-sale~~ ~~system upgrade~~anticipated ~~program~~incremental indepreciation aand ~~number~~amortization oftax ~~our~~deductions ~~divisions~~relating ~~(including~~to ~~our~~the ~~Sally~~assets ~~Beauty~~acquired ~~Supply operations~~ in ~~the~~this Utransaction.~~S.),~~ ~~which~~In wethe ~~anticipate~~fiscal ~~will~~year ~~provide significant benefits~~2009, ~~including~~ ~~enhanced~~goodwill ~~tracking~~ of ~~customer~~approximately ~~sales and store inventory activity~~$61. ~~These~~0 million ~~and~~(which ~~any~~is ~~other~~expected ~~required upgrades~~ to ~~our~~be ~~information~~deductible ~~systems~~for ~~and information~~tax ~~technology (or new technology~~purposes), ~~now~~was orinitially inrecorded ~~the~~as ~~future,~~a ~~will~~result ~~require that our management and resources be diverted from our core business to assist in completion~~ of ~~these~~this ~~projects~~acquisition. ~~There~~In ~~can~~addition, beduring ~~no assurance that~~ the ~~time~~fiscal ~~and resources~~year ~~our~~2009, ~~management~~we ~~will~~completed ~~need~~several toother ~~devote~~individually toimmaterial ~~these~~acquisitions ~~upgrades,~~at ~~service~~an ~~outages or~~aggregate ~~delays~~cost ~~due~~of to$11.3 ~~the~~million ~~installation~~ of ~~any~~which ~~new~~a orsignificant ~~upgraded~~portion ~~technology~~was ~~(and customer~~allocated ~~issues~~to ~~therewith),~~goodwill or (the ~~impact~~majority ~~on the reliability~~ of ~~our~~which ~~data~~is ~~from any~~expected ~~new~~to orbe ~~upgraded~~deductible ~~technology~~for ~~will~~tax ~~not~~purposes). ~~have~~Generally, awe ~~material~~funded ~~adverse~~these ~~effect~~acquisitions onwith ~~our financial~~cash ~~reporting,~~from ~~business, financial condition or results of~~ operations. ~~Please see “Risk Factors — We may be adversely affected by any disruption in our information technology systems.”~~

Significant Recent Acquisitions

On December 16, 2009, we acquired Sinelco, a wholesale distributor of professional beauty products based in Ronse, Belgium, for approximately €25.2 million (approximately $36.6 million). We also assumed €4.0 million (approximately $5.8 million) of pre-acquisition debt, excluding capital lease obligations, of Sinelco in connection with the acquisition. Sinelco serves over 1,500 customers through a product catalog and website and has sales throughout Europe. Goodwill of $5.2 million (which is not expected to be deductible for tax purposes) was recorded as a result of this acquisition. In addition, during the fiscal year 2010, we completed several other individually immaterial acquisitions at an aggregate cost of $9.0 million and recorded additional goodwill in the amount of $5.4 million (the majority of which is not expected to be deductible for tax purposes) in connection with such acquisitions. The valuation of the assets acquired and liabilities assumed in connection with the all acquisitions completed during the fiscal year 2010 was based on their fair values at the acquisition date. We funded these acquisitions with cash from operations as well as borrowings under our ABL facility. Please see Note 2 of the “Notes to Consolidated Financial Statements” in Item 8 - “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report for additional information about the Company’s accounting policies in connection with business combinations.

During the fiscal year 2009, we acquired Schoeneman, a 43-store beauty supply chain located in the central northeastern United States, at a cost of approximately $71.0 million, subject to certain adjustments. We currently expect to realize approximately $10 million in present value of future tax savings as a result of anticipated incremental depreciation and amortization tax deductions relating to the assets acquired in this transaction. In the fiscal year 2009, goodwill of approximately $61.0 million (which is expected

Table of Contents

to be deductible for tax purposes) was initially recorded as a result of this acquisition. In addition, during the fiscal year 2009, we completed several other individually immaterial acquisitions at an aggregate cost of $11.3 million of which a significant portion was allocated to goodwill (the majority of which is expected to be deductible for tax purposes). Generally, we funded these acquisitions with cash from operations. The purchase prices of certain acquisitions completed during the fiscal year 2009 (including the acquisition of Schoeneman) were initially allocated to assets acquired and liabilities assumed based on their preliminary estimated fair values at the date of acquisition. The final valuations of the assets acquired and liabilities assumed were completed during the fiscal year 2010. Accordingly, in the fiscal year 2010, we recorded intangible assets subject to amortization of $24.9 million and intangible assets with indefinite lives of $0.8 million in connection with certain the acquisitions completed during the fiscal year 2009. These amounts were previously reported in Goodwill pending the valuation of the assets acquired.

During the fiscal year 2008, we acquired Pro-Duo, a 40-store beauty supply chain located in Belgium, France and Spain for €19.3 million (approximately $29.8 million) plus incidental acquisition costs capitalized, subject to certain adjustments. We also assumed €3.0 million (approximately $4.7 million) of debt, excluding capital lease obligations, of Pro-Duo in connection with the acquisition. Goodwill of $23.9 million (which is not expected to be deductible for tax purposes) and certain identifiable intangible assets of $11.4 million were recorded as a result of this acquisition. In addition, during the fiscal year 2008, we completed several other individually immaterial acquisitions at an aggregate cost of $22.9 million of which a significant portion was allocated to intangible assets and goodwill (the majority of which is not expected to be deductible for income tax purposes). The purchase prices of these acquisitions have been allocated to assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The final valuations of the assets and liabilities acquired were completed during the fiscal year 2009. We funded these acquisitions with cash from operations as well as borrowings under our ABL facility.

In addition, subsequent to the fiscal year 2010, we acquired Aerial Company, Inc. (“Aerial”), an 82-store professional-only beauty supply chain operating in the Midwestern and northwestern United States, for approximately $79.0 million, subject to certain adjustments. This acquisition will be accounted for using the purchase method of accounting and, accordingly, the results of operations of Aerial will be included in the Company’s consolidated financial statements subsequent to the acquisition date. The acquisition was funded with borrowings under our ABL facility in the amount of $78.0 million and with cash from operations.

Our Separation from Alberto-Culver

Prior to ~~November~~ 2006, ~~our~~Sally ~~business~~Holdings, Inc. ~~constituted~~was ~~two~~a ~~operating~~wholly-owned ~~segments~~subsidiary ~~within the operations~~ of Alberto-Culver. In November 2006, weSally ~~separated from Alberto-Culver~~Holdings, Inc. Wewas ~~refer~~converted to ~~our~~a ~~separation~~Delaware ~~from~~limited ~~Alberto-Culver~~liability ascompany, ~~the Separation~~was ~~Transactions.~~renamed As“Sally aHoldings ~~result:~~LLC” ~~(i) we~~and became an indirect wholly-owned subsidiary of Sally Beauty; ~~(ii)~~Holdings, ~~Sally~~Inc. ~~Beauty, through us, owns and operates the~~ (“Sally Beauty”) ~~Supply~~in ~~and~~connection ~~BSG~~with ~~distribution~~our ~~businesses~~separation ~~that were~~from ~~owned and operated by~~ Alberto-Culver. ~~prior~~We refer to ~~the~~our ~~Separation~~separation ~~Transactions; (iii) at~~from ~~the closing of the Separation Transactions, the stockholders of~~ Alberto-Culver ~~prior~~as ~~thereto became~~ the ~~beneficial~~Separation ~~owners~~Transactions. ~~of approximately 52% of~~ Sally Beauty’s ~~outstanding~~is ~~common~~a ~~stock~~Delaware oncorporation anformed ~~undiluted~~in ~~basis~~June 2006 and ~~the~~became ~~CDR Investors, who in~~ the ~~aggregate~~accounting ~~invested~~successor ~~$575.0 million~~company into Sally ~~Beauty~~Holdings, ~~received an equity interest representing approximately 48% of Sally Beauty’s outstanding common stock on an undiluted basis; and (iv)~~ ~~Alberto-Culver continued to own and operate its consumer products business~~Inc. Inupon ~~addition,~~the ~~in connection~~completion ~~with~~of the Separation Transactions~~, we and certain of our subsidiaries incurred approximately $1,850~~.0 ~~million~~We ofare ~~indebtedness.~~a ~~Please~~holding ~~see~~company ~~Note~~and 12do ~~of the~~not ~~“Notes~~have toany ~~Consolidated~~material ~~Financial~~assets ~~Statements”~~or inoperations ~~“Item~~other ~~8—Financial Statements~~than ~~and~~our ~~Supplementary~~ownership ~~Data”~~of ~~contained~~equity ~~elsewhere~~interests inof ~~this~~our ~~Annual Report~~subsidiaries.

In connection with the Separation Transactions, the CDR Investors invested an aggregate of $575.0 million in Sally Beauty. Currently, the CDR Investors own an aggregate equity interest representing approximately 35.5% of the outstanding common stock of Sally Beauty on an undiluted basis. Also in connection with the Separation Transactions, we and certain of our subsidiaries incurred approximately $1,850.0 million of indebtedness. Please see Note 13 of the “Notes to Consolidated Financial Statements” in “Item 8—Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

Credit Facilities

Borrowings under the ~~Term Loans~~term loan facilities and the ABL credit facility are secured by substantially all of our assets, those of Sally Investment, those of our domestic subsidiaries and, in the case of the ABL credit facility, those of our Canadian subsidiaries and a pledge of certain intercompany notes. ~~The~~Borrowings ~~Term~~under ~~Loans~~the term loan A facility were paid in full in the fiscal year 2010. Borrowings under the term loan B facility may be prepaid at our option at any time without premium or penalty. ~~Such~~and ~~facility~~are is subject to mandatory ~~prepayment~~repayment in an amount equal to 50% of excess cash flow (as defined in the agreement governing the ~~Term~~term ~~Loans~~loan facilities) for any fiscal year unless a specified leverage ratio is met. Amounts paid pursuant to said provision may be applied, at the option of the Company, against minimum loan repayments otherwise required of us over the twelve-month period following any such payment under the terms of the loan agreement. Additionally, borrowings under the term loan facility isare subject to mandatory ~~prepayment~~repayment in an amount equal to 100% of the proceeds of specified asset sales that are not reinvested in the business or applied to repay borrowings under the ABL credit facility. No mandatory repayments of any kind were made or required to be made in the fiscal year 2011. Please see “Liquidity and Capital Resources” for additional information about our borrowings under the ~~Term~~term ~~Loans~~loan facilities and optional prepayments thereof.

Details of long-term debt (excluding capitalized leases) as of September 30, 2010 are as follows (dollars in thousands):

Table of Contents

	Amount		Maturity dates	Interest Rates
ABL facility(a)	$	—	Nov. 2011	(i) Prime plus up to 0.50% or;
				(ii) LIBOR(b) plus (1.00% to 1.50%)
Term Loan B	843,856		Nov. 2013	(i) Prime plus (1.25% to 1.50%) or;
				(ii) LIBOR plus (2.25% to 2.50%)(c)
Other (d)	6,675		2011-2014	4.05% to 6.75%
Total	$	850,531
Senior notes	$	430,000	Nov. 2014	9.25%
Senior subordinated notes	275,000		Nov. 2016	10.50%
Total	$	705,000

Our Notes are unsecured obligations of us and Sally Capital and are guaranteed on a senior basis (in the case of the senior notes) and on a senior subordinated basis (in the case of the senior subordinated notes) by each of our material domestic subsidiaries (other than Sally Capital). Interest on the Notes is payable semi-annually. The senior notes carry optional redemption features whereby the Company has the option to redeem the notes prior to maturity after November 2010 at par plus a premium declining ratably to par, plus accrued and unpaid interest. The senior subordinated notes carry optional redemption features whereby the Company, at September 30, 2011, has the option to redeem the notes before November 15, 2011 at par plus a premium, plus accrued and unpaid interest; and on or after November 15, 2011 at par plus a premium declining ratably to par, plus accrued and unpaid interest. Please see Note 21 of the “Notes to Consolidated Financial Statements” in Item 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

~~(a) In~~Details ~~November 2010,~~of ~~the Company~~long-term ~~entered~~debt ~~into~~(excluding acapitalized ~~new~~leases) ~~ABL~~as ~~facility.~~of ~~Please~~September 30, ~~see~~2011 “-are ~~Liquidity~~as ~~and~~follows ~~Capital Resources~~(dollars —in ~~Credit Facilities.”~~thousands):

(b) London Interbank Offered Rate (“LIBOR”).

	Amount		Maturity Dates	Interest Rates
ABL facility	$	—	Nov. 2015	(i)	Prime plus (1.25% to 1.75%) or;
				(ii)	LIBOR(a) plus (2.25% to 2.75%)
Term loan B	696,856		Nov. 2013	(i)	Prime plus (1.25% to 1.50%) or;
				(ii)	LIBOR plus (2.25% to 2.50%) (b)
Other (c)	4,774		2012-2015	4.05% to 7.00%
Total	$	701,630

Senior notes	$	430,000	Nov. 2014	9.25%
Senior subordinated notes	275,000		Nov. 2016	10.50%
Total	$	705,000

(ca) At London ~~September 30,~~Interbank ~~2010, the~~Offered ~~interest~~Rate ~~rate for the Term Loan B was 2~~(“LIBOR”).~~51%.~~

(db) ~~Represents~~ At ~~pre-acquisition debt~~September 30, 2011, the contractual interest rate for the term loan B was 2.49%. The interest rate on $300.0 million of ~~Pro-Duo~~this ~~and~~loan ~~Sinelco~~is fixed by interest rate swaps which expire in May 2012.

~~In November 2010, we entered into a new agreement with lenders to replace our ABL facility with a new $400 million, 5-year credit facility~~ (~~the “new ABL facility”~~c). Represents ~~The~~pre-acquisition ~~new~~debt ABL facility contains restrictions and limitations similar to those contained in the prior ABL facility and, similar to the prior ABL facility, borrowings under the new ABL facility are secured by substantially all of ~~our~~Pro-Duo ~~assets.~~NV ~~The terms of the new ABL facility include interest rates at Prime plus 1.25% to 1.75% or LIBOR plus 2.25% to 2.75%~~ and ~~a commitment fee of 0~~Sinelco.~~50%~~ ~~on the unused portion of the facility.~~

Other Significant Items

Derivative Instruments

As a multinational corporation, we are subject to certain market risks including changes in market interest rates and foreign currency fluctuations. We may consider a variety of practices in the ordinary course of business to manage these market risks, including, when deemed appropriate, the use of derivative ~~financial~~ instruments such as interest rate swaps and foreign currency options, collars and forwards.

Interest Rate Swap Agreements

The Company is exposed to a wide variety of economic risks, including risks arising from changing market interest rates. The Company manages its exposure to certain economic risks (including liquidity, credit risk and changes in interest rates) primarily (a) by closely managing its cash flows from operating and investing activities and the amounts and sources of its debt obligations; (b) by assessing periodically the creditworthiness of its business partners; and (c) through the use of interest rate swaps. The Company uses interest rate swaps, as part of its overall economic risk management strategy, to add stability to the interest payments due in connection with its senior term loan obligations. Interest payments related to ~~the~~our senior term loans are impacted by changes in LIBOR. ~~Interest~~The Company’s interest rate swap agreements involve the periodic receipt by the Company of amounts based on a variable rate in exchange for the Company making payments based on a fixed rate over the term of the interest rate swap agreements, without exchange of the underlying notional amount.

In November 2006, we entered into ~~four~~certain interest rate swap agreements with an aggregate notional amount of $500 million. ~~Interest~~These interest rate swap agreements ~~with an aggregate notional amount of $150 million~~ expired inon ~~November of~~or ~~2008 and~~before ~~agreements with a notional amount of $350 million expired in~~ November of 2009. ~~These~~and ~~interest~~were ~~rate swap agreements did~~ not ~~qualify~~designated as effective hedges. ~~and~~Accordingly, ~~therefore,~~ the changes in fair value of these interest rate swap agreements (which were adjusted quarterly) were recorded in interest expense in our consolidated statements of earnings.

Additionally, in May 2008, we entered into ~~two~~certain interest rate swap agreements with an aggregate notional amount of $300 million. These ~~interest rate swap~~ agreements expire in May of 2012 and are designated and qualify as effective ~~hedges,~~cash ~~consistent with~~flow ~~ASC 815~~hedges. Accordingly, ~~adjustments~~changes ~~to reflect the change~~ in the fair ~~values~~ value of these ~~interest~~derivative ~~rate~~instruments ~~swap~~(which ~~agreements~~are adjusted quarterly) are recorded, net of income tax, in accumulated other comprehensive (loss) income, ~~net of tax,~~ until the hedged obligation is settled or the swap agreements expire, whichever is earlier. Any hedge ineffectiveness is recognized in interest expense in the Company’s consolidated statements of earnings. Please see “Item 7A — Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” and Note 13 of the “Notes to Consolidated Financial Statements” in Item 8 - “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

~~Foreign Currency Option and Forward Contracts~~34

~~The Company~~Table isof exposed to potential gains or losses from foreign currency fluctuations affecting its net investments in subsidiaries and earnings denominated in foreign currencies. The Company’s primary exposures are to changes in exchange rates for the U.S. dollar versus the British pound sterling, the Canadian dollar, the Euro, the Mexican peso, and the Chilean peso. The Company’s various foreign currency exposures at times offset each other providing a natural hedge against foreign currency risk. In connectionContents

Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” and Note 14 of the “Notes to Consolidated Financial Statements” in Item 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

Foreign Currency Option, Collar and Forward Contracts

The Company is exposed to potential gains or losses from foreign currency fluctuations affecting its net investments in subsidiaries (including intercompany notes not permanently invested) and earnings denominated in foreign currencies. The Company’s primary exposures are to changes in the exchange rates for the U.S. dollar versus the Euro, the British pound sterling, the Canadian dollar, the Chilean peso, and the Mexican peso. The Company’s foreign currency exposures at times offset each other, providing a natural hedge against its foreign currency risk. In connection with the remaining foreign currency risk, the Company from time to time uses foreign currency options, collars and forwards to effectively fix the foreign currency exchange rate applicable to specific anticipated foreign currency-denominated cash flows, thus limiting the potential fluctuations in such cash flows resulting from foreign currency market movements.

The Company uses foreign currency options and collars, including, at September 30, 2011, collars with an aggregate notional amount of $12.5 million to manage the exposure to the U.S. dollar resulting from our Sinelco Group subsidiaries’ purchases of merchandise from third-party suppliers. Sinelco’s functional currency is the Euro. The foreign currency collar agreements held by the Company at September 30, 2011 have contractual Euro to U.S. dollar exchange rates between 1.4000 and 1.4612 and expire in varying amounts monthly through September 2012. In addition, the Company uses foreign currency forwards to mitigate its exposure to changes in foreign currency exchange rates in connection with certain intercompany balances not permanently invested. At September 30, 2011, we held a foreign currency forward which enabled us to sell approximately €19.9 million ($26.7 million, at the September 30, 2011 exchange rate) at the contractual exchange rate of 1.3610, a foreign currency forward which enabled us to buy approximately $18.3 million Canadian dollars ($17.5 million, at the September 30, 2011 exchange rate) at the contractual exchange rate of 1.01855, and a foreign currency forward which enabled us to buy approximately £5.6 million ($8.7 million, at the September 30, 2011 exchange rate) at the contractual exchange rate of 1.5630. All the foreign currency forwards held by the Company at September 30, 2011 expired in October 2011.

The Company’s foreign currency option, collar and forward agreements are not designated as hedges and do not currently meet the requirements for hedge accounting. Accordingly, the changes in the fair value (i.e., marked-to-market adjustments) of these derivative instruments (which are adjusted quarterly) are recorded in selling, general and administrative expenses in our consolidated statements of earnings. During the fiscal year ended September 30, 2011, selling general and administrative expenses included $0.2 million in net gains from all of the Company’s foreign currency option, collar and forward agreements. Please see “Item 7A — Quantitative and Qualitative Disclosures about Market Risk—Foreign currency exchange rate risk” and Note 14 of the “Notes to Consolidated Financial Statements” in Item 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

Share-Based Compensation Plans

As an indirect subsidiary of Sally Beauty, the Company has no share-based plans of its own; however, certain employees and consultants of the Company have been granted stock options and share awards under the plans of Sally Beauty. For the fiscal years 2011, 2010 and 2009, total share-based compensation cost charged against earnings was $15.0 million, $12.2 million and $8.0 million, respectively, and resulted in an increase in due to Sally Beauty by the same amounts. Share-based compensation for the fiscal years 2011, 2010 and 2009 included $5.0 million, $2.5 million and $2.0 million, respectively, of accelerated expense related to certain retirement eligible employees who are eligible to continue vesting awards upon retirement under the terms of the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan (the “2010 Plan”) and certain predecessor plans such as the Sally Beauty Holdings 2007 Omnibus Incentive Plan. For the fiscal years 2011, 2010 and 2009, the total income tax benefit recognized in the consolidated statements of earnings from all share-based compensation plans in which our employees participate or participated was $5.8 million, $4.7 million and $2.8 million, respectively, and resulted in the recognition of deferred tax assets by the same amount. Our consolidated statements of cash flows reflect, for the fiscal years 2011 and 2010, excess tax benefits of $3.7 million and $0.2 million, respectively, and, for the fiscal year 2009, an excess tax shortfall of $0.2 million, from employee exercises of stock options as financing cash flows. As of September 30, 2011, we had $11.3 million of unrecognized compensation expense related to non-vested stock option awards that is expected to be charged to expense over the weighted average period of 2.6 years, and $2.3 million of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be charged to expense over the weighted average period of 3.1 years.

Table of Contents

~~with its~~Results ~~exposure~~of to foreign currency fluctuations, we may from time to time use foreign currency derivative instruments, such as foreign currency option contracts and foreign currency forward contracts, to manage such risk.Operations

~~As a~~The ~~result~~following oftable ~~our~~shows ~~acquisition of Sinelco on December 16, 2009,~~ the ~~Company uses~~condensed ~~foreign~~results ~~currency~~of ~~options,~~operations ~~including, at September 30, 2010, foreign currency put options with an aggregate notional amount~~ of ~~€1.4~~our ~~million~~business ~~($1.9 million,~~for at the ~~September 30,~~fiscal ~~2010~~years ~~exchange~~ended ~~rate) and foreign currency call options with an aggregate notional amount of €0.8 million ($1.2 million, at the~~ September 30, ~~2010 exchange rate)~~2011, to2010 manage the exposure to certain non-Euro currencies resulting from Sinelco’s purchases of merchandise from third-party suppliers. Sinelco’s functional currency is the Euro. These foreign currency options are not designated as hedges and do2009 ~~not meet the hedge accounting requirements of ASC 815. Accordingly, the changes in the fair value of these derivative instruments~~ (~~which are adjusted quarterly) are recorded~~ in ~~our consolidated statements of earnings.~~millions):

In the fourth quarter of the fiscal year 2010, we entered into four foreign currency forward agreements which expire in January of 2011. Two foreign currency forward agreements enable us to sell, in the aggregate, approximately €5.2 million ($7.1 million, at the September 30, 2010 exchange rate) at the weighted average forward exchange rate of 1.3073. The other two foreign currency forward agreements enable us to buy, in the aggregate, approximately $7.0 million Canadian dollars ($6.8 million, at the September 30, 2010 exchange rate) at the weighted average forward exchange rate of 1.0277. These foreign currency forward agreements are not designated as hedges and do not meet the hedge accounting requirements of ASC 815. Accordingly, the changes in the fair value of these derivative instruments (which are adjusted quarterly) are recorded in our consolidated statements of earnings.

	Fiscal Year Ended September 30,
	2011		2010		2009
Net sales	$	3,269.1	$	2,916.1	$	2,636.6
Cost of products sold and distribution expenses	1,674.5		1,511.7		1,393.3
Gross profit	1,594.6		1,404.4		1,243.3
Total other operating costs and expenses	1,138.3		1,055.8		938.1
Operating earnings	456.3		348.6		305.2
Interest expense	112.5		113.0		132.0
Earnings before provision for income taxes	343.8		235.6		173.2
Provision for income taxes	125.2		87.0		68.5
Net earnings	$	218.6	$	148.6	$	104.7

~~In October 2010,~~The ~~the~~following ~~Company~~table ~~also~~shows ~~entered~~the ~~into~~condensed ~~certain~~results ~~foreign currency option agreements, including foreign currency put options with an aggregate notional amount~~ of ~~€4.0~~operations ~~million ($5.5 million, at the November 12, 2010 exchange rate) and foreign currency call options with an aggregate notional amount~~ of ~~€8.1~~ ~~million~~our ~~($11.1~~business ~~million,~~for at the ~~November 12,~~fiscal ~~2010~~years ~~exchange~~ended ~~rate), to manage the exposure to certain non-Euro currencies resulting from Sinelco’s purchases of merchandise from third-party suppliers. These foreign currency options expire ratably through~~ September 1530, 2011, ~~are~~2010 ~~not~~and ~~designated as hedges~~2009, ~~and~~expressed doas ~~not~~a ~~meet~~percentage ~~the hedge accounting requirements~~ of ~~ASC~~net ~~815. Accordingly,~~sales ~~the~~for ~~changes in~~ the ~~fair~~respective ~~value of these derivative instruments (which will be adjusted quarterly) will be recorded in our consolidated statements of earnings.~~periods:

During the fiscal year ended September 30, 2010, selling general and administrative expenses included $0.2 million in net gains from all of the Company’s foreign currency option and forward agreements (net of non-cash losses of $0.3 million resulting from our foreign currency forwards). In addition, selling general and administrative expenses included $0.3 million in non-cash net gains related to certain intercompany balances not permanently invested, which certain of these derivative instruments are intended to hedge. Please see “Item 7A — Quantitative and Qualitative Disclosures about Market Risk—Foreign currency exchange rate risk” and Note 13 of the “Notes to Consolidated Financial Statements” in Item 8 - “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report.

	Fiscal Year Ended September 30,
	2011		2010		2009
Net sales	100.0	%	100.0	%	100.0	%
Cost of products sold and distribution expenses	51.2	%	51.8	%	52.8	%
Gross profit	48.8	%	48.2	%	47.2	%
Total other costs and expenses	34.8	%	36.2	%	35.6	%
Operating earnings	14.0	%	12.0	%	11.6	%
Interest expense	3.5	%	3.9	%	5.0	%
Earnings before provision for income taxes	10.5	%	8.1	%	6.6	%
Provision for income taxes	3.8	%	3.0	%	2.6	%
Net earnings	6.7	%	5.1	%	4.0	%

Share-Based Payments

We have no share-based plans of our own. Since the Separation Transactions, we have been a wholly-owned subsidiary of Sally Beauty, and certain of our employees have been granted stock options and share awards under its share-based compensation plans. For the fiscal years 2010, 2009 and 2008, total share-based compensation cost charged against earnings was $12.2 million, $8.0 million and $9.6 million, respectively, and resulted in an increase in due to Sally Beauty by the same amounts. Share-based compensation for the fiscal years 2010, 2009 and 2008 included $2.5 million, $2.0 million and $3.1 million, respectively, of accelerated expense related to certain retirement eligible employees who are eligible to continue vesting awards upon retirement under the terms of the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan (the “2010 Plan”) and certain predecessor plans, such as the Sally Beauty Holdings 2007 Omnibus Incentive Plan and the Alberto-Culver Company Employee Stock Option Plan of 2003. For the fiscal years 2010, 2009 and 2008, the total income tax benefit recognized in the consolidated statements of earnings from all share-based compensation plans in which our employees participate or participated was $4.0 million, $1.9 million and $2.3 million, respectively, and resulted in the recognition of deferred tax assets of the same amount. Our consolidated statements of cash flows reflect, for the fiscal years 2010 and 2008, excess tax benefits of $0.2 million and $0.5 million, respectively and, for the fiscal year 2009, an excess tax shortfall of $0.2 million, from employee exercises of stock options as financing cash flows. As of September 30, 2010, we had $9.4 million of unrecognized compensation expense related to non-vested stock option awards that is expected to be charged to expense over the weighted average period of 2.2 years, and $2.0 million of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be charged to expense over the weighted average period of 3.2 years.

Prior to the Separation Transactions, we were a subsidiary of Alberto-Culver and had no share-based compensation plans of our own; however, certain of our employees had been granted stock options and restricted stock awards under share-based compensation plans of Alberto-Culver. Upon completion of the Separation Transactions, all outstanding Alberto-Culver stock options held by our employees became options to purchase shares of Sally Beauty’s common stock.

Table of Contents

Results of Operations

The following table shows the condensed results of operations of our business for the fiscal years ended September 30, 2010, 2009 and 2008 (in millions):

	Year Ended September 30,
	2010		2009		2008
Net sales	$	2,916.1	$	2,636.6	$	2,648.2
Cost of products sold and distribution expenses	1,511.7		1,393.3		1,413.6
Gross profit	1,404.4		1,243.3		1,234.6
Total other operating costs and expenses	1,055.8		938.1		944.2
Operating earnings	348.6		305.2		290.4
Interest expense	113.0		132.0		158.9
Earnings before provision for income taxes	235.6		173.2		131.5
Provision for income taxes	87.0		68.5		48.6
Net earnings	$	148.6	$	104.7	$	82.9

The following table shows the condensed results of operations of our business for the fiscal years ended September 30, 2010, 2009 and 2008, expressed as a percentage of net sales for the respective periods:

	Year Ended September 30,
	2010		2009		2008
Net sales	100.0	%	100.0	%	100.0	%
Cost of products sold and distribution expenses	51.8	%	52.8	%	53.4	%
Gross profit	48.2	%	47.2	%	46.6	%
Total other costs and expenses	36.2	%	35.6	%	35.6	%
Operating earnings	12.0	%	11.6	%	11.0	%
Interest expense	3.9	%	5.0	%	6.0	%
Earnings before provision for income taxes	8.1	%	6.6	%	5.0	%
Provision for income taxes	3.0	%	2.6	%	1.9	%
Net earnings	5.1	%	4.0	%	3.1	%

Table of Contents

Key Operating Metrics

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance (dollars in thousands):

	Year Ended September 30,
	Fiscal Year Ended September 30,
	2010			2009			2008
	2011			2010			2009
Net sales:
Sally Beauty Supply	$	12,~~834~~012,~~631~~407		$	1,~~695~~834,~~652~~631		$	1,~~672~~695,~~897~~652
BSG	1,~~081~~256,~~459~~724			~~940~~1,~~948~~081,459			~~975~~940,~~294~~948
	$	23,~~916~~269,~~090~~131		$	2,~~636~~916,~~600~~090		$	2,~~648~~636,~~191~~600
Gross Profit	$	1,~~404~~594,~~374~~605		$	1,~~243~~404,~~317~~374		$	1,~~234~~243,~~594~~317
Gross profit margin	48.28		%	4748.2		%	4647.62		%
Selling, general and administrative expenses	$	1,~~004~~078,~~660~~602		$	~~891~~1,~~056~~004,660		$	~~895~~891,~~632~~056
Depreciation and amortization	$	5159,~~122~~721		$	4751,~~066~~122		$	4847,~~533~~066
Earnings before provision for income taxes:
Segment operating profit:
Sally Beauty Supply	$	~~320~~380,~~456~~963		$	~~283~~320,~~872~~456		$	~~285~~283,~~615~~872
BSG	112,495			91,604			80,927
BSG(a)	164,660			112,495			91,604
Segment operating profit	~~432~~545,~~951~~623			~~375~~432,~~476~~951			~~366~~375,~~542~~476
Unallocated expenses	(72,172		)	(62,289		)	(66,499		)
Unallocated expenses (a) (b)	(74,300		)	(72,172		)	(62,289		)
Share-based compensation expense	(1215,~~187~~041		)	(712,~~992~~187		)	(97,~~614~~992		)
Operating earnings	~~348~~456,~~592~~282			~~305~~348,~~195~~592			~~290~~305,~~429~~195
Interest expense	(112,~~953~~530		)	(~~132~~112,~~043~~953		)	(~~158~~132,~~897~~043		)
Earnings before provision for income taxes	$	~~235~~343,~~639~~752		$	~~173~~235,~~152~~639		$	~~131~~173,~~532~~152
Segment operating profit margin:
Sally Beauty Supply	1718.59		%	1617.75		%	1716.17		%
BSG	1013.41		%	910.74		%	89.37		%
Consolidated operating profit margin	1214.0		%	1112.60		%	11.06		%
Number of stores at end-of-period (including franchises):
Sally Beauty Supply	3,~~032~~158			23,~~923~~032			2,~~844~~923
BSG	1,~~027~~151			~~991~~1,027			~~929~~991
	4,059			3,914			3,773
	4,309			4,059			3,914
Same store sales growth(a)
Same store sales growth (c)
Sally Beauty Supply	46.13		%	24.1		%	1.2.1		%
BSG	65.25		%	16.02		%	61.90		%
Consolidated	4.6.1		%	14.86		%	21.68		%

(a) ~~Same~~For ~~stores~~the ~~are defined~~fiscal asyear ~~company-operated~~2011, ~~stores~~consolidated ~~that~~operating ~~have~~earnings ~~been~~reflect ~~open~~a ~~for~~net atfavorable ~~least~~impact 14of ~~months as~~$21.3 ofmillion, ~~the~~including ~~last~~a ~~day~~$27.0 ofmillion credit from a ~~month~~litigation settlement and certain non-recurring charges of $5.7 ~~Our~~million. ~~same~~This ~~store~~net ~~sales~~benefit ~~calculation~~of ~~includes internet-based~~$21.3 ~~sales~~million ~~(beginning~~is reflected in the ~~fiscal~~BSG ~~year~~segment ~~2009)~~ and ~~store~~in ~~expansions, if~~unallocated ~~applicable,~~expenses ~~but~~in ~~does~~the ~~not~~amount ~~generally~~of ~~include~~$19.0 ~~sales~~million ~~from~~and ~~stores~~$2.3 ~~relocated~~million, respectively.

(b) Unallocated expenses consist of corporate and shared costs.

(c) Same stores are defined as company-operated stores that have been open for at least 14 months as of the last day of a month. Our same store sales are calculated in constant dollars and include internet-based sales and the effect of store expansions, if applicable, but do not generally include the sales from stores relocated until at least 14 months after the relocation. The sales from stores acquired are excluded from our same store sales calculation until at least 14 months after the acquisition.

Table of Contents

Description of Net Sales and Expenses

Net Sales. Our net sales consist primarily of the following:

· Sally Beauty Supply. Sally Beauty Supply generates net sales primarily by selling products through its stores to both ~~professional and~~ retail customers and salon professionals. Sally Beauty Supply sells ~~hair~~products ~~care,~~for hair color and care, skin and nail care ~~products~~, ~~electrical~~beauty ~~appliances~~sundries and ~~other~~electrical ~~beauty related accessories~~appliances. Because approximately 4244% of our Sally Beauty Supply product sales come from exclusive-label brands, most of these same products are generally not available in most other retail stores or in our BSG business segment. Various factors influence Sally Beauty Supply’s net sales including local competition, product assortment and availability, price, hours of operation and marketing and promotional activity. Sally Beauty Supply’s product assortment and sales are generally not seasonal in nature.

· Beauty Systems Group. BSG generates net sales by selling products to ~~salon~~salons ~~professionals~~ and ~~independent~~salon ~~stylists~~professionals through company-operated and franchised stores as well as through its network of professional distributor sales consultants . BSG sells ~~hair~~products ~~care,~~for hair color ~~products~~ and care, skin and nail care ~~products~~, ~~electrical~~beauty ~~appliances~~sundries and ~~other~~electrical ~~beauty related accessories~~appliances. These products are not sold directly to the general public and are generally not the same products as those sold in our Sally Beauty Supply stores. Various factors influence BSG’s net sales, including product ~~breadth~~ features and availability, competitive activity, relationships with suppliers, new product introductions and price. BSG’s product assortment and sales are generally not seasonal in nature.

38Cost of Products Sold and Distribution Expenses. Cost of products sold and distribution expenses consist of the cost to purchase merchandise from suppliers, less vendor rebates and allowances, and certain overhead expenses including purchasing costs, freight from distribution centers to stores and merchandise handling costs in the distribution centers. Cost of products sold and distribution expenses are also affected by store inventory shrinkage, which represents products that are lost, stolen or damaged at the store level.

Table of Contents

relationships with suppliers, new product introductions and price. BSG’s product assortment and sales are generally not seasonal in nature.

Cost of Products Sold and Distribution Expenses. Cost of products sold and distribution expenses consist of the cost to purchase merchandise from suppliers, less rebates and allowances, and certain overhead expenses including purchasing costs, freight from distribution centers to stores and handling costs in the distribution centers. Cost of products sold and distribution expenses are also affected by store inventory shrinkage, which represents products that are lost, stolen or damaged at the store level.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of personnel costs, commissions paid to professional distributor sales consultants, benefits, utilities, property maintenance, advertising, rent, insurance, freight and distribution expenses for delivery to customers, administrative costs and costs associated with our corporate support center.

Interest Expense. Interest expense includes the amortization of deferred debt issuance costs and is stated net of interest income. Interest expense is primarily associated with debt incurred in connection with the Separation Transactions.

The Fiscal Year Ended September 30, ~~2010~~ 2011 compared to the Fiscal Year Ended September 30, ~~2009~~2010

The table below presents net sales, gross profit and gross profit margin data for each reportable segment (dollars in thousands).

	Fiscal Year Ended September 30,
	2010			2009			Increase
Net sales:
Sally Beauty Supply	$	1,834,631		$	1,695,652		$	138,979		8.2	%
BSG	1,081,459			940,948			140,511			14.9	%
Consolidated net sales	$	2,916,090		$	2,636,600		$	279,490		10.6	%
Gross profit:
Sally Beauty Supply	$	976,377		$	878,738		$	97,639		11.1	%
BSG	427,997			364,579			63,418			17.4	%
Consolidated gross profit	$	1,404,374		$	1,243,317		161,057			13.0	%
Gross profit margin:
Sally Beauty Supply	53.2		%	51.8		%	1.4		%
BSG	39.6		%	38.7		%	0.9		%
Consolidated gross profit margin	48.2		%	47.2		%	1.0		%

Table of Contents

	Fiscal Year Ended September 30,
	2011			2010			Increase
Net sales:
Sally Beauty Supply	$	2,012,407		$	1,834,631		$	177,776		9.7	%
BSG	1,256,724			1,081,459			175,265			16.2	%
Consolidated net sales	$	3,269,131		$	2,916,090		$	353,041		12.1	%

Gross profit:
Sally Beauty Supply	$	1,087,698		$	976,377		$	111,321		11.4	%
BSG	506,907			427,997			78,910			18.4	%
Consolidated gross profit	$	1,594,605		$	1,404,374		$	190,231		13.5	%

Gross profit margin:
Sally Beauty Supply	54.0		%	53.2		%	0.8		%
BSG	40.3		%	39.6		%	0.7		%
Consolidated gross profit margin	48.8		%	48.2		%	0.6		%

Net Sales

Consolidated net sales increased by $~~279~~353.50 million, or 1012.61%, for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~ 2010. Company-operated Sally Beauty Supply and BSG stores that have been open for at least 14 months contributed an increase of approximately $~~179~~252.16 million, or 6.8.7%, ~~and~~ sales ~~from~~ ~~businesses~~through ~~acquired~~our inBSG ~~the~~distributor ~~preceding~~sales 12consultants ~~months~~ contributed an increase of approximately $9441.17 million, or 31.64%, ~~more~~and toour ~~consolidated~~Sally ~~net~~Beauty ~~sales~~Supply ~~for~~non-store ~~the~~sales ~~fiscal~~channels ~~year ended~~contributed ~~September 30,~~an ~~2010,~~increase ~~compared~~of toapproximately ~~the~~$43.6 ~~fiscal~~million, ~~year~~or ~~ended September 30, 2009~~1.5%. Other sales channels (including sales through our BSG ~~distributor sales consultants and our BSG~~ franchise-based businesses and from stores that have been open for less than 14 months) and sales from businesses acquired in the preceding 12 months, in the aggregate, contributed an increase of $615.31 million, or 0.25%, compared to the fiscal year ended September 30, ~~2009~~ 2010. Consolidated net sales for the fiscal year ended September 30, ~~2010~~2011, are inclusive of approximately $1723.23 million in positive impact from changes in foreign currency exchange rates.

Sally Beauty Supply. Net sales for Sally Beauty Supply increased by $~~139~~177.08 million, or 89.27%, for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~2010. In the Sally Beauty Supply segment, company-operated stores that have been open for at least 14 months contributed an increase of approximately $157.3 million, or 8.6%, and our non-store sales channels (which, after December 16, 2010, include the catalog and internet sales of our Sinelco Group subsidiaries) contributed an increase of approximately $43.6 million, or 2.4%. In addition, sales from businesses acquired in the preceding 12 months contributed approximately $29.4 million, or 1.6%, less to net sales for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. Other sales channels (including sales from stores that have been open for less than 14 months) experienced a minor increase in sales compared to the fiscal year ended September 30, 2010. Net sales for Sally Beauty Supply for the fiscal year ended September 30, 2011, are inclusive of approximately $15.8 million in positive impact from changes in foreign currency exchange rates.

Beauty Systems Group. Net sales for BSG increased by $175.3 million, or 16.2%, for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. Company-operated stores that have been open for at least 14 months contributed an increase of approximately $95.3 million, or 8.8%, and sales through our distributor sales consultants contributed an increase of approximately $41.7 million, or 3.9%. In addition, sales from businesses acquired in the preceding 12 months contributed approximately $24.5 million, or 2.3%, more to net sales for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. Other sales channels (including sales through our Armstrong McCall franchise-based business and sales from stores that have been open for less than 14 months), in the aggregate, contributed an increase of $13.8 million, or 1.2%, compared to the fiscal year ended September 30, 2010. Net sales for BSG for the fiscal year ended September 30, 2011, are inclusive of approximately $7.5 million in positive impact from changes in foreign currency exchange rates, primarily in connection with our Canadian operations.

Table of Contents

been open for at least 14 months contributed an increase of approximately $127.3 million, or 7.5%, and sales from businesses acquired in the preceding 12 months contributed approximately $13.2 million, or 0.8%, more to net sales for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. Other sales channels (including sales from stores that have been open for less than 14 months and non-store sales), in the aggregate, experienced a minor decline in sales compared to the fiscal year ended September 30, 2009. Net sales for Sally Beauty Supply for the fiscal year ended September 30, 2010, are inclusive of approximately $4.5 million in positive impact from changes in foreign currency exchange rates.

Beauty Systems Group. Net sales for BSG increased by $140.5 million, or 14.9%, for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. Company-operated stores that have been open for at least 14 months contributed an increase of approximately $51.8 million, or 5.5%, sales from stores that have been open for less than 14 months contributed an increase of approximately $6.3 million, or 0.7%, and sales from businesses acquired in the preceding 12 months contributed approximately $80.9 million, or 8.6%, more to net sales for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. Other sales channels (including sales through our distributor sales consultants and our franchise-based businesses), in the aggregate, experienced a minor increase in sales compared to the fiscal year ended September 30, 2009. Net sales for BSG for the fiscal year ended September 30, 2010, are inclusive of approximately $12.7 million in positive impact from changes in foreign currency exchange rates, primarily in connection with our Canadian operations.

Gross Profit

Consolidated gross profit increased by $~~161~~190.12 million, or 13.05%, for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~ 2010, principally due to higher sales volume and improved gross margins in both business segments as more fully described below. Consolidated gross profit as a percentage of net sales, or consolidated gross margin, increased to 48.8% for the fiscal year ended September 30, 2011, compared to 48.2% for the fiscal year ended September 30, 2010.

Sally Beauty Supply. Sally Beauty Supply’s gross profit increased by $97111.63 million, or 11.14%, for the fiscal year ended September 30, ~~2010~~ 2011, compared to the fiscal year ended September 30, ~~2009~~2010, principally as a result of higher sales volume and improved gross margins. Sally Beauty Supply’s gross profit as a percentage of net sales increased to 5354.20% for the fiscal year ended September 30, ~~2010~~ 2011, compared to 5153.82% for the fiscal year ended September 30, ~~2009~~2010. This increase was the result of a shift in product and customer mix (including a year-over-year increase in sales of exclusive-label and other higher-margin products), and continued benefits from low-cost sourcing initiatives ~~and overall margin improvements in certain of our Sally Beauty Supply international businesses~~. This increase also reflects a $2.7.4 million net positive impact from changes in foreign currency exchange rates.

Beauty Systems Group. BSG’s gross profit increased by $6378.4 9 million, or 1718.4%, for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~2010, principally as a result of higher sales volume and improved gross margins. BSG’s gross profit as a percentage of net sales increased to 3940.63% for the fiscal year ended September 30, ~~2010~~ 2011, compared to 3839.76% for the fiscal year ended September 30, ~~2009~~2010. This increase was principally the result of a favorable change in the sales ~~and product~~ mix across the business, ~~previously~~product ~~anticipated~~cost ~~savings~~reduction ~~realized~~initiatives ~~from the warehouse optimization program~~ and synergies from businesses acquired during the last 12 months. This increase also reflects a $53.54 million net positive impact from changes in foreign currency exchange rates.

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses increased by $~~113~~73.69 million, or ~~12.~~7.4%, to $1,~~004~~078.76 million for the fiscal year ended September 30, ~~2010~~ 2011, compared to ~~$891.1 million for~~ the fiscal year ended September 30, ~~2009~~ 2010. This increase was attributable to incremental expenses (including employee compensation, rent and other occupancy-related expenses) resulting from stores opened and from businesses acquired in the preceding 12 months (including an254 ~~increase~~additional ofcompany-operated ~~145~~ stores, orsince ~~3.7%, over~~ the fiscal year ~~2009~~2010, a 6.6% increase), as well as higher share-based compensation expense of $4.2.9 million, higher freight and distribution expenses of $10.9 million, higher advertising expenses in the Sally Beauty Supply segment of $75.15 million, ~~and acquisition–related~~higher ~~expenses~~credit card fees of $05.6 million and certain non-recurring charges ($5.7 million) in the fiscal year ended September 30, 2011 that include costs related to the closure of a BSG warehouse. ~~Please~~This ~~see~~increase ~~“Recent~~was ~~Accounting Pronouncements”~~partially ~~below~~offset ~~for~~by ~~more~~a ~~information~~credit ~~about~~resulting from a litigation settlement ($27.0 million) in the ~~Company’s~~fiscal ~~treatment~~year ~~of acquisition–related~~ended ~~expenses~~September 30, 2011. Selling, general and administrative expenses, as a percentage of net sales, ~~were~~decreased 34to 33.50% for the fiscal year ended September 30, ~~2010~~ 2011, compared to 3334.85% for the fiscal year ended September 30, ~~2009~~2010. In addition to the impact of the credit from the litigation settlement, this decrease is a result of the growth in consolidated net sales described above and synergies from recent business acquisitions.

Depreciation and Amortization

Consolidated depreciation and amortization increased to $5159.17 million for the fiscal year ended September 30, ~~2010~~2011, compared to $4751.1 million for the fiscal year ended September 30, ~~2009,~~2010. ~~due~~This toincrease reflects the incremental depreciation and amortization expenses associated with businesses acquired in the last 12 months and ~~depreciation~~with ~~related to~~ capital expenditures made in the fiscal year 2011 (mainly in connection with store openings in both operating segments and with ongoing information technology upgrades), partially offset by the impact of assets that became fully depreciated in the preceding 12 months.

Table of Contents

Operating Earnings

The following table sets forth, for the periods indicated, information concerning our operating earnings for each reportable segment (dollars in thousands):

	Fiscal Year Ended September 30,
	2010			2009			Increase
	2011			2010			Increase
Operating Earnings:
Segment operating profit:
Sally Beauty Supply	$	~~320~~380,~~456~~963		$	~~283~~320,~~872~~456		$	3660,~~584~~507	1218.9	%
BSG	~~112~~164,~~495~~660			91112,~~604~~495			2052,~~891~~165		2246.84	%
Segment operating profit	~~432~~545,~~951~~623			~~375~~432,~~476~~951			57112,~~475~~672		1526.30	%
Unallocated expenses	(7274,~~172~~300		)	(6272,~~289~~172		)	92,~~883~~128		152.9	%
Share-based compensation expense	(1215,~~187~~041		)	(712,~~992~~187		)	42,~~195~~854		5223.54	%
Operating earnings	$	~~348~~456,~~592~~282		$	~~305~~348,~~195~~592		$	43107,~~397~~690	1430.29	%

Consolidated operating earnings increased by $43107.47 million, or 1430.29%, to $~~348~~456.63 million for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. The increase in consolidated operating earnings was due primarily to an increase in the operating profits of both segments, partially offset by higher unallocated corporate expenses and share-based compensation expense, as discussed below. Operating earnings, as a percentage of net sales, increased to 12.0% for the fiscal year ended September 30, 2010, compared to 11.6% for the fiscal year ended September 30, 2009.

Sally Beauty Supply. Sally Beauty Supply’s segment operating earnings increased by $36.6 million, or 12.9%, to $320.5 million for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. The increase in Sally Beauty Supply’s segment operating earnings was primarily a result of increased sales volume and improved gross margins, partially offset by higher advertising costs of approximately $7.1 million and the incremental costs related to approximately 108 net additional company-operated stores (stores opened or acquired during the past 12 months) operating during the fiscal year ended September 30, 2010. Segment operating earnings, as a percentage of net sales, increased to 17.5% for the fiscal year ended September 30, 2010, compared to 16.7% for the fiscal year ended September 30, 2009. The increase in Sally Beauty Supply’s operating earnings, as a percentage of segment net sales, was primarily a result of gross margin improvements.40

~~Beauty~~Table Systems Group. BSG’s segment operating earnings increased by $20.9 million, or 22.8%, to $112.5 million for the fiscal year ended September 30, compared to the fiscal year ended September 30, 2009. Segment operating earnings, as a percentage of net sales, increased to 10.4% for the fiscal year ended September 30, compared to 9.7% for the fiscal year ended September 30, 2009. The increase in BSG operating earnings was primarily a result of gross margin improvements, the incremental operating earnings of businesses acquired and stores opened during the past 12 months, and to ongoing cost reduction initiatives (including cost savings realized from the warehouse optimization program that began in the fiscal year 2007).Contents

~~Unallocated~~2011, ~~expenses.~~compared ~~Unallocated~~to ~~expenses~~the fiscal year ended September 30, ~~which represent~~2010. ~~corporate~~The ~~costs~~increase ~~(such~~in asconsolidated ~~payroll,~~operating ~~employee~~earnings ~~benefits~~was ~~and~~due ~~travel expenses~~primarily ~~for~~to ~~corporate~~an ~~staff,~~increase ~~certain~~in ~~professional~~the ~~fees~~operating ~~and~~profits ~~corporate governance~~of ~~expenses)~~both ~~that~~segments, ~~have~~partially ~~not~~offset ~~been~~by ~~charged~~slightly tohigher ~~our~~unallocated ~~operating~~corporate ~~segments, increased~~expenses byand ~~$9.9~~higher ~~million,~~share-based orcompensation ~~15.9%~~expense, toas ~~$72~~more fully discussed below.2 ~~million~~In addition, for the fiscal year ended September 30, ~~2010~~2011, ~~compared~~consolidated tooperating ~~the~~earnings ~~fiscal~~reflect ~~year~~a ~~ended~~credit ~~September 30, 2009.~~resulting ~~This~~from ~~increase~~a ~~was~~litigation ~~due~~settlement ~~primarily~~($27.0 tomillion), ~~higher~~partially ~~employee~~offset ~~compensation~~by ~~and~~certain ~~compensation~~non-~~related expenses~~recurring ofcharges ~~approximately~~ ($35.67 million,) anthat ~~unfavorable~~include ~~change~~costs inrelated ~~foreign currency~~to ~~transactions~~the closure of ~~approximately~~a $2BSG warehouse.3 ~~million~~The credit resulting ~~principally~~ from ~~intercompany~~ ~~loans~~the ~~not~~litigation ~~permanently~~settlement ~~invested,~~is ~~other~~reflected ~~corporate~~in the BSG segment’s results and in unallocated expenses in the amount of ~~approximately~~ $24.7 million and $2.63 million, ~~related~~respectively. ~~primarily~~Operating toearnings, ~~recent~~as ~~upgrades~~a percentage of net sales, increased to ~~our information~~14.0% ~~technology~~for ~~and~~the ~~communication~~fiscal ~~systems,~~year ~~and~~ended ~~acquisition–related expenses~~September 30, of2011, ~~approximately~~compared $to 12.0% for the fiscal year ended September 30, 2010.7 ~~million~~This ~~(representing~~increase ~~legal~~reflects ~~fees~~the ~~and~~growth ~~expenses~~in consolidated gross margin described above, ~~professional~~ ~~fees~~as ~~and~~well ~~other~~as a lower growth rate in consolidated operating expenses) compared to the growth rate in consolidated gross profit.

~~Share-based~~Sally ~~Compensation~~Beauty ~~Expense~~Supply. ~~Total compensation~~ Sally ~~cost~~Beauty ~~charged~~Supply’s ~~against~~segment ~~income~~operating ~~for~~earnings ~~share-based compensation arrangements~~ increased by $460.25 million, or 18.9%, to $12381.20 million for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~2010. ~~This~~The increase in Sally Beauty Supply’s operating earnings was ~~due~~primarily toa ~~the~~result of increased sales volume and improved gross margins, partially offset by higher ~~fair~~advertising ~~value~~costs at of approximately $5.5 million and the ~~grant~~incremental ~~date~~costs ofrelated ~~stock~~to ~~option~~approximately ~~awards~~127 net additional company-operated stores (stores opened or acquired during the past 12 months) operating during the fiscal year ended September 30, ~~2010~~2011. Segment operating earnings, ~~compared~~as a percentage of net sales, increased to ~~stock~~18.9% ~~option~~for ~~awards~~the ~~during~~fiscal year ended September 30, 2011, compared to 17.5% for the fiscal year ended September 30, ~~2009~~2010. This increase reflects the growth in the segment’s gross margin described above, ~~and~~as well as a lower growth rate in the ~~incremental~~segment’s ~~annual~~operating expenses ~~resulting~~ ~~from~~compared ~~such~~to ~~fiscal~~the ~~year~~growth ~~2010~~rate ~~stock~~in ~~option~~the ~~awards~~segment’s gross profit.

Beauty Systems Group. BSG’s segment operating earnings increased by $52.2 million, or 46.4%, to $164.7 million for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. The increase in BSG’s operating earnings was primarily a result of improved gross margins, the incremental operating earnings of businesses acquired and stores opened during the past 12 months (BSG had an additional 127 company-operated stores at the end of the fiscal year 2011, including 82 stores resulting from the October 2010 acquisition of Aerial), and to ongoing cost reduction initiatives. In addition, for the fiscal year ended September 30, 2011, BSG’s operating earnings reflect a credit resulting from a litigation settlement (approximately $24.7 million), partially offset by certain non-recurring charges ($5.7 million) that include costs related to the closure of a warehouse. Segment operating earnings, as a percentage of net sales, increased to 13.1% for the fiscal year ended September 30, 2011, compared to 10.4% for the fiscal year ended September 30, 2010. In addition to the impact of the credit from the litigation settlement, this increase reflects the growth in the segment’s gross margin described above, as well as a lower growth rate in the segment’s operating expenses compared to the growth rate in the segment’s gross profit.

Unallocated expenses. Unallocated expenses, which represent corporate costs (such as payroll, employee benefits and travel expenses for corporate staff, certain professional fees and corporate governance expenses) that have not been charged to our operating segments, increased by $2.1 million, or 2.9%, to $74.3 million for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. This increase was due to higher corporate expenses related primarily to on-going upgrades to our information technology systems ($2.7 million). During the fiscal year ended September 30, 2011, $2.3 million of the benefit from a litigation settlement offset corporate expenses incurred in connection with the litigation.

Share-based Compensation Expense. Total compensation cost charged against income for share-based compensation arrangements increased by $2.9 million to $15.0 million for the fiscal year ended September 30, 2011, compared to the fiscal year ended September 30, 2010. This increase was due to the incremental expenses related to, as well as the higher fair value at the grant date of, share-based awards during the fiscal year ended September 30, 2011, compared to share-based awards during the fiscal year ended September 30, 2010, partially offset by the impact of share-based awards that became fully vested during the fiscal year ended September 30, 2011.

Interest Expense

Interest expense decreased by $190.14 million, to $~~113~~112.05 million for the fiscal year ended September 30, ~~2010~~2011, compared to the fiscal year ended September 30, ~~2009~~ 2010. Interest expense is net of interest income of $0.23 million and $0.3 2 million for the fiscal year ended September 30, ~~2010~~2011 and ~~2009~~2010, respectively. The decrease in interest expense was primarily attributable to lower outstanding principal balances on our ~~ABL facility and~~ senior term loans ($3.0 million) and to lower ~~prevailing~~interest-rate ~~LIBOR~~differential charges incurred in connection with interest ~~rates~~rate swaps ($2.3 million), partially offset by unamortized deferred financing costs expensed in the fiscal year 2011 ($2.8 million) in connection with: (a) prepayments of long-term debt and (b) our November 2010 termination of our prior ABL credit facility. The decrease also reflects non-cash income ($2.9 4 million) ~~net~~in the fiscal year 2010 of marked-to-market adjustments for certain interest rate swaps which expired in November 2009 with no comparable amount in the fiscal year 2011 (please see Note 14 of the Notes to Consolidated Financial Statements in Item 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report for additional information about the Company’s interest rate swaps and “Liquidity and Capital Resources” below for additional information about our credit facilities).

Table of Contents

unfavorable change in the fair value of certain interest rate swaps (Please see Note 13 of the Notes to Consolidated Financial Statements in Item 8 - “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report for additional information about the Company’s interest rate swap agreements).

Provision for Income Taxes

Provision for income taxes was $87125.02 million during the fiscal year ended September 30, ~~2010~~ 2011, compared to $6887.40 million for the fiscal year ended September 30, ~~2009~~ 2010. The effective tax rate is 36.94% for fiscal year ~~2010~~2011, compared to 3936.59% for fiscal year ~~2009~~2010. The decrease in the annual effective tax rate was primarily ~~relates~~due to antax ~~increase~~benefits inresulting ~~earnings~~from in certain ~~low~~intercompany ~~tax~~transactions ~~jurisdictions,~~ that resulted in the release of ~~certain~~ valuation allowances ~~and~~during athe ~~reduction~~fiscal inyear ~~unfavorable permanent~~2011, ~~items~~compared to the fiscal year 2010.

Net Earnings

As a result of the foregoing, consolidated net earnings increased by $4370.9 0 million, or 4147.91%, to $~~148~~218.6 million for the fiscal year ended September 30, ~~2010~~ 2011, compared to $~~104~~148.76 million for the fiscal year ended September 30, ~~2009~~ 2010. Net earnings, as a percentage of net sales, were 56.17% for the fiscal year ended September 30, ~~2010~~2011, compared to 45.01% for the fiscal year ended September 30, ~~2009~~ 2010.

The Fiscal Year Ended September 30, ~~2009~~ 2010 compared to the Fiscal Year Ended September 30, ~~2008~~2009

The table below presents net sales, gross profit and gross profit margin data for each reportable segment (dollars in thousands).

	Fiscal Year Ended September 30,
	2009			2008			Increase (Decrease)
	2010			2009			Increase
Net sales:
Sally Beauty Supply	$	1,~~695~~834,~~652~~631		$	1,~~672~~695,~~897~~652		$	22138,~~755~~979		18.42	%
BSG	~~940~~1,~~948~~081,459			~~975~~940,~~294~~948			~~(34~~140,~~346~~511		)	(314.59	)%
Consolidated net sales	$	2,~~636~~916,~~600~~090		$	2,~~648~~636,~~191~~600		$	~~(11~~279,~~591~~490	)	(010.46	)%
Gross profit:
Sally Beauty Supply	$	~~878~~976,~~738~~377		$	~~858~~878,~~375~~738		$	2097,~~363~~639		211.41	%
BSG	~~364~~427,~~579~~997			~~376~~364,~~219~~579			~~(11~~63,~~640~~418		)	(317.14	)%
Consolidated gross profit	$	1,~~243~~404,~~317~~374		$	1,~~234~~243,~~594~~317		$	8161,~~723~~057		013.70	%
Gross profit margin:
Sally Beauty Supply	5153.82		%	51.38		%	01.54		%
BSG	3839.76		%	38.67		%	0.19		%
Consolidated gross profit margin	4748.2		%	4647.62		%	01.60		%

Net Sales

Consolidated net sales ~~decreased~~increased by $11279.65 million, or 010.46%, for the fiscal year ended September 30, ~~2009~~2010, compared to the fiscal year ended September 30, ~~2008~~ 2009. Company-operated stores that have been open for at least 14 months contributed an increase of approximately $70179.51 million, or 26.78%, and sales ~~through~~ ~~certain~~from ~~non-store~~businesses ~~sales~~acquired ~~channels~~in ~~contributed~~the anpreceding ~~increase~~12 of months contributed approximately $394.91 million, or 03.16%, more to consolidated net sales. ~~Other~~for ~~sales~~the ~~channels experienced~~fiscal ~~declines~~year ended September 30, 2010, compared to the fiscal year ended September 30, ~~2008~~2009. ~~Sales~~ ~~through~~Other ~~BSG’s~~sales ~~franchise-based~~channels ~~businesses~~(including ~~declined by approximately $12.0 million, or 0.5%,~~ sales through our BSG distributor sales consultants ~~declined approximately~~and ~~$29.2~~our ~~million,~~BSG orfranchise-based ~~1.1%,~~businesses and ~~sales~~from ~~through~~stores ~~new~~that ~~stores~~have ~~(not including~~been ~~acquisitions~~open for less than 14 months), ~~declined~~in ~~approximately~~the aggregate, contributed an increase of $~~19.~~6.3 million, or 0.72%, ~~due~~compared to ~~fewer~~ ~~store openings through~~ the ~~twelve-month~~fiscal ~~period~~year ended September 30, 2009,. ~~compared~~Consolidated tonet sales for the ~~twelve-month~~fiscal ~~period~~year ended September 30, ~~2008. In addition~~2010, ~~incremental~~are ~~sales~~inclusive ~~from~~of ~~businesses~~approximately ~~acquired in the preceding 12 months contributed~~ $2517.2 million, orin ~~1.0%,~~positive ~~less~~impact tofrom ~~our~~changes ~~consolidated~~in ~~net~~foreign ~~sales~~currency ~~for~~exchange ~~the fiscal year ended~~ rates.

Sally Beauty Supply. Net sales for Sally Beauty Supply increased by $139.0 million, or 8.2%, for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. In the Sally Beauty Supply segment, company-operated stores that have been open for at least 14 months contributed an increase of approximately $127.3 million, or 7.5%, and sales from businesses acquired in the preceding 12 months contributed approximately $13.2 million, or 0.8%, more to net sales for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. Other sales channels (including sales from stores that have been open for less than 14 months and non-store sales), in the aggregate, experienced a minor decline in sales compared to the fiscal year ended September 30, 2009. Net sales for Sally Beauty Supply for the fiscal year ended September 30, 2010, are inclusive

Table of Contents

~~September 30, 2009, compared to the fiscal year ended September 30, 2008. Consolidated net sales for the fiscal year ended September 30, 2009, are inclusive~~ of approximately $864.05 million in ~~negative~~positive impact from changes in foreign currency exchange rates.

~~Sally~~ Beauty ~~Supply~~Systems Group. Net sales for ~~Sally~~BSG ~~Beauty Supply~~ increased by $22140.85 million, or 114.49%, for the fiscal year ended September 30, ~~2009~~2010, compared to the fiscal year ended September 30, ~~2008~~2009. In ~~the Sally Beauty Supply segment, company~~Company-operated stores that have been open for at least 14 months contributed an increase of approximately $5251.48 million, or 35.15%, ~~while~~sales ~~our~~from ~~non-store~~stores ~~sales channels~~that have been open for less than 14 months contributed an increase of approximately $36.93 million, or 0.27%., ~~Sales of~~and sales from businesses acquired in the preceding 12 months contributed approximately $2880.39 million ~~less~~, toor ~~the~~8.6%, ~~Sally~~more ~~Beauty~~to ~~Supply segment’s~~ net sales for the fiscal year ended September 30, ~~2009~~ 2010, compared to the fiscal year ended September 30, ~~2008~~2009. ~~and~~Other sales channels (including sales through ~~new~~our ~~stores~~distributor ~~(not~~sales ~~including~~consultants ~~acquisitions~~and our franchise-based businesses), ~~declined~~in ~~approximately~~the ~~$5.3 million~~aggregate, orexperienced 0a minor increase in sales compared to the fiscal year ended September 30, 2009.~~3%.~~ Net sales for ~~Sally~~BSG ~~Beauty Supply~~ for the fiscal year ended September 30, ~~2009~~ 2010, are inclusive of approximately $6412.17 million in ~~negative~~positive impact from changes in foreign currency exchange rates, primarily in connection with our Canadian operations.

Beauty Systems Group. Net sales for BSG decreased by $34.3 million, or 3.5%, for the fiscal year ended September 30, 2009, compared to the fiscal year ended September 30, 2008. While company-operated stores that have been open for at least 14 months contributed an increase of approximately $18.1 million, or 1.9%, and sales from businesses acquired in the preceding 12 months contributed $3.1 million more to the BSG segment’s net sales, other sales channels experienced declines compared to the fiscal year ended September 30, 2008. Sales through BSG’s franchise-based businesses declined by approximately $12.0 million, or 1.2%, sales through distributor sales consultants declined approximately $29.2 million, or 3.0%, and sales through new stores (not including acquisitions) declined approximately $14.3 million, or 1.5%. Net sales for BSG for the fiscal year ended September 30, 2009, are inclusive of approximately $21.9 million in negative impact from changes in foreign currency exchange rates.

Gross Profit

Consolidated gross profit increased by $8161.71 million, or 013.70%, for the fiscal year ended September 30, ~~2009~~2010, compared to the fiscal year ended September 30, ~~2008~~ 2009, principally due to higher sales volume ~~for the Sally Beauty Supply segment~~ and improved gross ~~margin~~margins ~~percentages~~in ~~for~~ both business segments. ~~This increase was partially offset by lower sales volume for the BSG segment,~~ as more fully described below.

Sally Beauty Supply. Sally Beauty Supply’s gross profit increased by $2097.46 million, or 211.41%, for the fiscal year ended September 30, ~~2009~~ 2010, compared to the fiscal year ended September 30, ~~2008~~2009, principally as a result of ~~increased~~higher ~~unit~~ sales volume and improved gross margins. Sally Beauty Supply’s gross profit as a percentage of net sales increased to 5153.82% for the fiscal year ended September 30, ~~2009~~ 2010, compared to 51.38% for the fiscal year ended September 30, ~~2008~~2009. This increase was the result of ~~recent marketing efforts, low-cost sourcing initiatives and~~ a shift in product and customer mix (including ana year-over-year increase in sales of exclusive-label ~~products~~ and other higher-margin products), continued benefits from low-cost sourcing initiatives and overall margin improvements in certain of our Sally Beauty Supply international businesses. This increase also reflects a $2.7 million positive impact from changes in foreign currency exchange rates.

Beauty Systems Group. BSG’s gross profit ~~decreased~~increased by $1163.6 4 million, or 317.14%, for the fiscal year ended September 30, ~~2009~~2010, compared to the fiscal year ended September 30, ~~2008~~2009, principally as a result of ~~lower unit~~higher sales volume and improved gross margins. BSG’s gross profit as a percentage of net sales increased ~~slightly~~ to 3839.76% for the fiscal year ended September 30, ~~2009~~2010, compared to 38.67% for the fiscal year ended September 30, ~~2008,~~2009. This increase was principally asthe a result of a favorable change in the sales ~~mix~~and ~~towards~~product ~~higher~~mix ~~company-operated~~across ~~store sales~~the ~~volume~~business, ~~(with~~previously ~~higher~~anticipated ~~gross~~savings ~~profit~~realized ~~margins~~from asthe ~~opposed~~recently tocompleted ~~both~~warehouse ~~franchise store~~optimization program and ~~distributor~~synergies ~~sales~~from ~~consultants’~~businesses ~~sales)~~acquired during the last 12 months. This increase also reflects a $5.5 million positive impact from changes in foreign currency exchange rates.

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses ~~decreased~~increased by $4113.6 million, or 012.57%, to $~~891.~~1,004.7 million for the fiscal year ended September 30, ~~2009~~ 2010, compared to $~~895~~891.61 million for the fiscal year ended September 30, ~~2008~~ 2009. ~~Selling~~This increase was attributable to incremental expenses (including employee compensation, ~~general~~rent and ~~administrative~~other occupancy-related expenses,) asresulting afrom ~~percentage~~stores ofopened ~~net sales,~~and ~~were~~from ~~33.8%~~businesses ~~for~~acquired ~~both~~in the ~~fiscal~~preceding ~~year~~12 ~~ended~~months ~~September 30,~~(including ~~2009~~an ~~and the~~increase ~~fiscal~~of ~~year~~145 ~~ended September 30~~stores, ~~2008~~or 3.7%, ~~The~~over ~~decrease~~the infiscal ~~selling~~year 2009), ~~general and~~as ~~administrative~~well ~~expenses~~as ~~reflects~~higher ~~lower~~ share-based compensation ofexpense ~~$1.6 million, lower sales commissions~~ of $4.72 million, ~~and~~higher aadvertising ~~decrease~~expenses in ~~other unallocated~~the ~~corporate~~Sally ~~expenses~~Beauty asSupply asegment ~~result~~ of ~~cost-saving~~$7.1 ~~initiatives~~million asand ~~well as~~acquisition—related ~~favorable~~expenses ~~foreign currency transactions~~ of $30.97 million. ~~resulting~~Please ~~from intercompany~~see ~~notes~~“Recent ~~not~~Accounting ~~permanently~~Pronouncements” ~~invested,~~below ~~partially~~for ~~offset~~more byinformation ~~the incremental~~about ~~expenses related to businesses acquired in~~ the ~~last~~Company’s 12treatment ~~months as well as to an increase in advertising expenses~~ of ~~approximately~~acquisition—related $4expenses.5 ~~million.~~ Selling, general and administrative ~~expense~~expenses, ~~for~~as ~~the~~a ~~fiscal~~percentage ~~year~~of ~~ended~~net ~~September 30~~sales, ~~2008~~ ~~included~~were ~~approximately $3~~34.05% ~~million~~ for ~~BSG retention incentives for distributor sales consultants (resulting from~~ the ~~L’Oreal contractual changes reported during~~ fiscal year ~~2007)~~ended ~~and~~September 30, ~~warehouse~~2010, ~~optimization~~compared ~~expenses~~to ~~of approximately $2~~33.48% ~~million,~~for ~~with no similar expenses in~~ the fiscal year ended September 30, 2009.

Depreciation and Amortization

Consolidated depreciation and amortization ~~decreased~~increased to $4751.1 million for the fiscal year ended September 30, ~~2009~~2010, compared to $4847.51 million for the fiscal year ended September 30, ~~2008~~2009, due to athe ~~favorable~~incremental ~~impact~~expenses ~~from changes~~associated with businesses acquired in ~~foreign~~the ~~currency~~last ~~exchange~~12 ~~rates~~months and depreciation related to capital expenditures mainly in connection with store openings in both operating segments, partially offset by the ~~expenses associated~~impact ~~with~~of ~~businesses~~assets ~~acquired~~that inbecame ~~the~~fully ~~fiscal~~depreciated ~~years~~in ~~2008~~the ~~and~~preceding ~~2009~~12 months.

Table of Contents

Operating Earnings

The following table sets forth, for the periods indicated, information concerning our operating earnings for each reportable segment (dollars in thousands):

	Fiscal Year Ended September 30,
	2009			2008			Increase (Decrease)
	2010			2009			Increase
Operating Earnings:
Segment operating profit:
Sally Beauty Supply	$	~~283~~320,~~872~~456		$	~~285~~283,~~615~~872		$	(136,~~743~~584	)	(012.69	)%
BSG	91112,~~604~~495			8091,~~927~~604			1020,~~677~~891			1322.28	%
Segment operating profit	~~375~~432,~~476~~951			~~366~~375,~~542~~476			857,~~934~~475			215.43	%
Unallocated expenses	(6272,~~289~~172		)	(6662,~~499~~289		)	(49,~~210~~883		)	(615.39	)%
Share-based compensation expense	(712,~~992~~187		)	(97,~~614~~992		)	(14,~~622~~195		)	~~(16~~52.95	)%
Operating earnings	$	~~305~~348,~~195~~592		$	~~290~~305,~~429~~195		$	1443,~~766~~397		514.12	%

Consolidated operating earnings increased by $1443.84 million, or 514.12%, to $~~305~~348.26 million for the fiscal year ended September 30, ~~2009~~2010, compared to ~~$290.4~~ ~~million for~~ the fiscal year ended September 30, ~~2008. Operating earnings, as a percentage of net sales, were 11.6% for the fiscal year ended September 30,~~ 2009~~, compared to 11~~.0% ~~for the fiscal year ended September 30, 2008.~~ The increase in consolidated operating earnings was due primarily to an increase in ~~BSG~~ the operating ~~earnings~~profits ~~and~~of ~~declines~~both insegments, partially offset by higher unallocated corporate expenses and share-based compensation expense, ~~offset~~as indiscussed ~~part~~below. byOperating aearnings, ~~decline~~as ina ~~the~~percentage ~~Sally~~of ~~Beauty~~net ~~Supply’s operating profits~~sales, asincreased ~~discussed~~to ~~below~~12. ~~Consolidated~~0% ~~operating earnings~~ for the fiscal year ended September 30, ~~2009~~ 2010, ~~are~~compared ~~inclusive~~to ~~of approximately $1~~11.46% ~~million~~for inthe ~~negative~~fiscal ~~impact~~year ~~from changes~~ended inSeptember 30, ~~foreign currency exchange rates~~2009.

Sally Beauty Supply. Sally Beauty Supply’s segment operating earnings ~~decreased~~increased by $136.76 million, or 012.69%, to $~~283~~320.95 million for the fiscal year ended September 30, ~~2009~~2010, compared to ~~$285.6 million for~~ the fiscal year ended September 30, ~~2008~~2009. The ~~decrease~~ increase in Sally Beauty Supply’s segment operating earnings was primarily a result of increased sales volume and improved gross margins, partially offset by higher advertising costs of approximately $67.41 million and the incremental costs related to approximately 78108 net additional company-operated stores (stores opened or acquired during the past ~~twelve~~12 months) operating during the fiscal year ended September 30, ~~2009, partially offset by declines in other segment operating expenses resulting from cost-saving initiatives~~2010. Segment operating earnings, as a percentage of net sales, ~~were~~increased 16to 17.75% for the fiscal year ended September 30, ~~2009~~ 2010, compared to 1716.17% for the fiscal year ended September 30, ~~2008~~2009. The ~~decrease~~ increase in Sally Beauty Supply’s ~~segment~~ operating earnings, as a percentage of segment net sales, was primarily a result of ~~higher~~gross ~~advertising~~margin ~~costs as a percentage of segment net sales and continued softer sales in some of the segment’s international operations~~improvements.

Beauty Systems Group. BSG’s segment operating earnings increased by $1020.79 million, or 1322.28%, to $91112.65 million for the fiscal year ended September 30, ~~2009~~ 2010, compared to ~~$80.9 million for~~ the fiscal year ended September 30, ~~2008~~ 2009. Segment operating earnings, as a percentage of net sales, ~~were~~increased 9to 10.74% for the fiscal year ended September 30, ~~2009~~2010, compared to 89.37% for the fiscal year ended September 30, ~~2008~~2009. ~~This~~The increase ~~was due primarily to a decline~~ in ~~segment~~BSG operating ~~expenses~~earnings ~~resulting~~was ~~from~~primarily ~~cost-saving~~a ~~initiatives and~~result ~~slightly~~of ~~higher segment~~ gross ~~profit~~margin improvements, asthe ~~discussed~~incremental ~~above. BSG’s segment~~ operating earnings ~~also~~of ~~reflect,~~businesses ~~for~~acquired ~~the~~and ~~fiscal~~stores ~~year~~opened ~~ended~~during ~~September 30, 2008,~~the ~~approximately~~past ~~$3.0~~12 ~~million~~months, ~~for~~and ~~retention~~to ~~incentives~~ongoing ~~for~~cost ~~distributor~~reduction ~~sales consultants~~initiatives (~~resulting~~including ~~from~~cost ~~the~~savings ~~L’Oreal~~realized ~~contractual~~from ~~changes~~the ~~reported~~warehouse ~~during fiscal~~optimization ~~year~~program ~~2007).~~that ~~Segment~~began ~~operating~~in ~~earnings for~~ the fiscal year ~~ended September 30, 2009, are inclusive of approximately $2~~2007).~~0 million in negative impact from changes in foreign currency exchange rates.~~

Unallocated expenses. Unallocated expenses, which represent corporate costs (such as payroll, employee benefits and travel expenses for corporate staff, certain professional fees and corporate governance expenses) that have not been charged to our operating segments ~~decreased~~, increased by $49.29 million, or 615.39%, to $6272.32 million for the fiscal year ended September 30, ~~2009~~ 2010, compared to ~~$66.5 million for~~ the fiscal year ended September 30, ~~2008~~ 2009. This ~~decrease~~increase was due primarily to ~~favorable~~higher employee compensation and compensation-related expenses of approximately $3.6 million, an unfavorable change in foreign currency transactions of approximately $52.13 million resulting principally from intercompany ~~notes~~loans not permanently invested, ~~partially~~other ~~offset~~corporate byexpenses anof ~~increase~~approximately in$2.6 ~~corporate~~million ~~expenses~~related ~~mainly~~primarily ~~in connection~~to ~~with~~ recent upgrades to our information technology and communication systems, and acquisition—related expenses of approximately $0.7 million (representing legal fees and expenses, professional fees and other expenses).

Share-based Compensation Expense. ~~For~~Total ~~the fiscal year ended September 30, 2009, total~~ compensation cost charged against income for share-based compensation arrangements ~~was~~increased by $84.02 million ~~compared~~ to $912.62 million for the fiscal year ended September 30, ~~2008~~2010, compared to the fiscal year ended September 30, 2009. This ~~decrease~~increase was due to athe ~~decline~~higher ~~in the~~ fair value ~~per~~at ~~share~~the grant date of ~~options~~stock ~~awarded~~option inawards during the ~~period~~fiscal year ended September 30, ~~2009~~ 2010, compared to ~~options~~stock ~~awarded~~option inawards ~~the~~during ~~period ended September 30, 2008. During~~ the fiscal year ended September 30, 2009, and ~~2008,~~ the ~~Sally~~incremental ~~Beauty granted~~annual toexpenses ~~the~~resulting ~~Company’s~~from ~~employees~~such ~~and~~fiscal ~~consultants~~year ~~approximately~~2010 ~~2.7 million and 2.8 million~~ stock ~~options,~~option ~~respectively, and approximately 123,000 and 136,000 restricted share~~ awards~~, respectively, under the 2007 Plan~~.

Interest Expense

Interest expense decreased by $19.1 million, to $113.0 million for the fiscal year ended September 30, 2010, compared to the fiscal year ended September 30, 2009. Interest expense is net of interest income of $0.2 million and $0.3 million for the fiscal year ended September 30, 2010 and 2009, respectively. The decrease in interest expense was primarily attributable to lower outstanding principal balances on our ABL credit facility and senior term loans and to lower prevailing LIBOR interest rates, partially offset by a $2.9 million net unfavorable change in the fair value of certain interest rate swaps (Please see Note 14 of the Notes to Consolidated Financial Statements in Item 8 — “Financial Statements and Supplementary Data” contained elsewhere in this Annual Report for additional information about the Company’s interest rate swap agreements).

Table of Contents

Interest Expense

Interest expense, net of interest income of $0.3 million, was $132.0 million for the fiscal year ended September 30, 2009, compared to $159.0 million, net of interest income of $0.7 million, for the fiscal year ended September 30, 2008. The decrease in interest expense was primarily attributable to a $9.9 million favorable change in the fair value of certain interest rate swaps (please see Note 13 of the “Notes to Consolidated Financial Statements” in Item 8 - “Financial Statements and Supplementary Data”) and to lower prevailing interest rates on our ABL and senior term loan facilities and lower outstanding principal balances on our senior term loans.

Provision for Income Taxes

Provision for income taxes was $6887.40 million during the fiscal year ended September 30, ~~2009~~ 2010, compared to $4868.74 million for the fiscal year ended September 30, ~~2008~~ 2009. The effective tax rate is 3936.59% for fiscal year ~~2009~~2010, compared to 3739.05% for fiscal year ~~2008~~2009. The ~~increase~~decrease in the annual effective tax rate primarily relates to aan ~~reduction~~increase in earnings in certain low tax jurisdictions, the release of certain valuation allowances and a reduction in ~~favorable~~unfavorable permanent items ~~triggered by lower foreign earnings~~.

Net Earnings

As a result of the foregoing, consolidated net earnings increased by $2143.9 million, or 2641.39%, to $~~104~~148.76 million for the fiscal year ended September 30, ~~2009~~ 2010, compared to $82104.97 million for the fiscal year ended September 30, ~~2008~~ 2009. Net earnings, as a percentage of net sales, were 45.01% for the fiscal year ended September 30, ~~2009~~2010, compared to 34.10% for the fiscal year ended September 30, ~~2008~~ 2009.

Financial Condition

September 30, ~~2010~~ 2011 Compared to September 30, ~~2009~~2010

Working capital (current assets less current liabilities) increased by $356.71 million to $~~351~~357.67 million at September 30, ~~2010~~2011, compared to $~~315~~351.96 million at September 30, ~~2009~~ 2010. The ratio of current assets to current liabilities was 1.7969 to 1.00 at September 30, ~~2010~~ ~~and~~2011, ~~2009~~compared to 1.79 to 1.00 at September 30, 2010. The increase in working capital reflects an increase of $7884.4 1 million in current assets and an increase of $4278.70 million in current liabilities. The increase in current assets as of September 30, ~~2010~~2011 includes an increase of $4460.79 million in inventory, an increase of $117.30 million in trade accounts receivable, an increase of $75.6 million in deferred income tax assets, an increase of $5.4 .0 million in ~~other~~cash ~~receivables,~~and ancash ~~increase~~equivalents ~~of $4.3 million in prepaid expenses~~ and an increase of $54.0 million in ~~cash~~accounts ~~and~~receivable, ~~cash equivalents~~other. The increase in current liabilities as of September 30, ~~2010~~ 2011 includes an increase of $4455.81 million in accounts payable and accrued liabilities, ~~and~~ an increase ~~of $18.5 million~~ in due to Sally Beauty, ~~partially offset~~of by$18.7 amillion ~~decrease~~and an increase of $214.52 million in ~~current~~income ~~maturities~~taxes ~~of long-term debt~~payable, as further described below.

Cash and cash equivalents increased by $54.0 million to $5963.5 million at September 30, ~~2010~~ 2011, compared to $5459.45 million at September 30, ~~2009~~2010 due primarily to cash provided by operating activities during the fiscal year ended September 30, ~~2010~~ 2011, partially offset by cash used in by investing and financing activities (~~Please~~please see “Liquidity and Capital Resources” below). Trade accounts receivable increased by $7.0 million to $62.0 million at September 30, 2011, compared to $55.0 million at September 30, 2010 due primarily to the increase in sales activity and to accounts receivable of businesses acquired. Accounts receivable, other, increased by $4.0 million to $33.5 million at September 30, 2011, compared to $29.5 million at September 30, 2010 due primarily to vendor rebates accrued. Inventory increased by $60.9 million to $665.2 million at September 30, 2011, compared to $604.4 million at September 30, 2010 due primarily to the effect of stores opened and to the inventory of businesses acquired in the preceding 12 months, and to the effect of foreign currency translation adjustments of approximately $3.6 million. Deferred income tax assets, net, increased by $5.6 million to $28.9 million at September 30, 2011, compared to $23.3 million at September 30, 2010 primarily due to the timing of differences between accrued expenses included for tax purposes versus accrued expenses included in our consolidated statements of earnings.

~~Trade accounts~~Accounts ~~receivable~~payable increased by $1137.32 million to $55262.01 million at September 30, ~~2010~~ 2011, compared to $43224.69 million at September 30, ~~2009~~2010 due primarily to the ~~increase~~ inaccounts ~~sales~~payable ~~activity and to receivables~~ of businesses acquired. ~~Other receivables~~and ~~increased~~the bytiming ~~$5.4~~of ~~million~~payments to ~~$29.5~~suppliers ~~million~~mainly atin ~~September 30, 2010,~~connection ~~compared~~with torecent ~~$24.1~~purchases ~~million at September 30, 2009 due primarily to accrued vendor rebates and to other receivables~~ of ~~businesses~~merchandise ~~acquired~~inventory. ~~Inventory~~ Accrued liabilities increased by $4417.79 million to $~~604~~185.41 million at September 30, ~~2010~~ 2011, compared to $~~559~~167.73 million at September 30, ~~2009~~2010 due primarily to ~~the~~ ~~effect of stores opened and to~~ the ~~inventory~~interest ofrate ~~businesses~~swaps ~~acquired~~which mature in ~~the preceding~~May 2012 12($6.5 ~~months~~million), ~~partially offset by~~ the ~~effect~~timing of ~~foreign~~payments ~~currency translation adjustments~~ of ~~approximately~~employee ~~$1.5~~compensation ~~million.~~and ~~Prepaid~~compensation-related expenses ~~increased~~ by ($4.34 million), toan ~~$22.5~~increase ~~million~~in atdeferred ~~September 30,~~revenue ~~2010, compared to~~ ($~~18.~~3.9 million ~~at September 30~~), ~~2009 due primarily to the timing of store rent~~ and ~~business insurance prepayments and~~ to ~~prepaid~~accrued ~~expenses~~liabilities of businesses acquired. ~~Deferred~~Income ~~income~~taxes ~~tax~~payable ~~assets,~~ increased by $74.62 million to $2311.31 million at September 30, ~~2010~~2011, compared to $~~15.~~6.8 million at September 30, ~~2009~~ ~~primarily~~2010 due primarily to ~~the~~estimated ~~timing~~income oftax ~~differences~~payments ~~between~~made in the ~~treatment~~fiscal ~~of certain~~year ~~elements~~2011, ofpartially ~~income~~offset ~~and~~by ~~expenses~~the ~~for~~effect ~~tax~~of ~~purposes~~increased ~~versus~~earnings ~~for~~and ~~inclusion in~~to ~~our~~income ~~consolidated~~taxes ~~statements~~payable of ~~earnings~~businesses acquired.

~~Accounts~~Due ~~payable increased by $31.3 million~~ to ~~$224.9~~Sally ~~million~~Beauty at September 30, 2010, compared to $193.6 million at September 30, 2009 due primarily to the accounts payable of businesses acquired and the timing of payments to suppliers in connection with recent purchases of merchandise inventory. Accrued liabilities increased by $1318.47 million to $~~167~~59.32 million at September 30, ~~2010~~ 2011, compared to $~~153~~40.85 million at September 30, ~~2009~~2010 due primarily to ~~the~~ ~~timing~~share-based ~~of payments of employee~~ compensation ~~and~~expense ~~compensation-related expenses~~ and to accrued liabilities of businesses acquired. The amount due to Sally Beauty increased by $18.5 million to $40.5 million at September 30, 2010, compared to $22.0 million at September 30, 2009 due primarily to an increase in the federal income tax liability of the Company and its consolidated subsidiaries ~~and to share-based compensation expense~~, partially offset by corporate expenses (such as board of director expenses, professional fees and other public company expenses) paid on behalf of our indirect parent Sally Beauty. Current maturities of long-term debt decreased by $21.5 million to $3.0 million at September 30, 2010 primarily due to a mandatory prepayment of $22.3 million on the senior term loan facilities in January 2010 (Please see “Liquidity and Capital Resources” below).

Net property and equipment increased by $14.4 million to $182.5 million at September 30, 2011, compared to $168.1 million at September 30, 2010, primarily due to capital expenditures, the property and equipment of businesses acquired and the effect of foreign currency translation adjustments, partially offset by the fiscal year 2011 depreciation expense.

Goodwill increased by $27.6 million to $505.9 million at September 30, 2011, compared to $478.2 million at September 30, 2010, primarily due to goodwill recorded in connection with businesses acquired during the fiscal year 2011 (including the October 2010 acquisition of Aerial).

Intangible assets, excluding goodwill, increased by $20.3 million to $129.7 million at September 30, 2011, compared to $109.4 million at September 30, 2010, primarily due to intangible assets recorded in connection with businesses acquired during the

Table of Contents

~~Net property~~fiscal ~~and~~year ~~equipment~~2011 ~~increased~~(including bythe ~~$16.9 million to $168.1~~October ~~million at September 30,~~ 2010, ~~compared~~acquisition toof ~~$151.2 million~~Aerial) ~~at September 30, 2009, primarily due to the capital expenditures~~ and the ~~property~~effect ~~and equipment~~ of ~~businesses~~foreign ~~acquired~~currency translation adjustments, partially offset by the fiscal year ~~2010~~2011 ~~depreciation expense~~amortization ~~and the effect of foreign currency translation adjustments~~expense.

~~Goodwill~~ Long-term debt, including current portion, decreased by $15149.9 5 million to $~~478~~1,413.2 1 million at September 30, ~~2010~~ 2011, compared to $~~494.~~1 ,562.6 million at September 30, ~~2009,~~2010 due primarily ~~due~~ to ~~the~~optional ~~reclassification,~~prepayments ~~during the fiscal year 2010,~~ of ~~intangible assets in the amount of~~ $22147.90 million ~~and~~on ~~$2.8~~our ~~million~~senior ~~recorded~~term inloan ~~connection~~facilities ~~with~~(please ~~the~~see ~~September 2009 acquisitions~~“Liquidity ~~of Schoeneman~~ and ~~Intersalon,~~Capital ~~respectively.~~Resources” ~~These amounts were previously reported in Goodwill pending the valuation of the assets acquired~~below). ~~This decrease was partially offset by an increase in goodwill in the amount of $10.7 million resulting from businesses acquired during the fiscal year 2010.~~

Other ~~intangible~~ ~~assets~~liabilities ~~increased~~decreased by $3014.75 million to $~~109~~26.42 million at September 30, ~~2010~~2011, compared to $7840.7 million at September 30, ~~2009~~ 2010, primarily due to the ~~reclassification, during the~~ fiscal year ~~2010~~2011 classification, ~~of intangible assets~~ in ~~the~~accrued ~~amount~~liabilities, of ~~$22.9~~the ~~million~~interest ~~and~~rate ~~$2.8~~swaps ~~million~~which ~~recorded~~mature in ~~connection~~ ~~with the September~~May ~~2009 acquisitions of Schoeneman and Intersalon, respectively~~2012. ~~These~~Prior ~~amounts~~to ~~were previously reported in Goodwill pending~~ the ~~valuation of the assets acquired. Additionally, other intangible assets increased by $15.1 million as a result of businesses acquired during the~~ fiscal year ~~2010 (including Sinelco)~~2011, ~~partially~~these ~~offset~~interest byswaps ~~amortization~~were ~~expense and~~classified ~~the~~in ~~effect~~other ofliabilities ~~foreign~~in ~~currency~~our ~~translation~~consolidated ~~adjustments~~balance sheets.

~~Other assets~~Deferred ~~decreased~~income tax liabilities, net, increased by $119.87 million to $3852.96 million at September 30, ~~2010~~2011, compared to $5042.79 million at September 30, ~~2009,~~2010 primarily due to ~~amortization~~ of the ~~debt~~timing ~~issuance~~of ~~costs,~~differences ~~which~~between ~~are~~depreciation ~~being~~and ~~amortized~~amortization asincluded ~~interest expense~~for ~~over~~tax ~~the~~purposes ~~term~~versus ofdepreciation ~~the debt,~~ and ~~the~~amortization ~~unamortized~~included ~~debt issuance costs that were expensed~~ in ~~connection~~our ~~with~~consolidated ~~repayments~~statements of ~~debt during the fiscal year 2010~~earnings.

~~Long-term~~Total ~~debt,~~member’s ~~excluding~~deficit ~~current portion,~~ decreased by $93216.42 million to $~~1,559~~281.67 million at September 30, ~~2010~~2011, ~~compared~~as toa ~~$1,653.0~~result ~~million~~of atnet ~~September 30, 2009~~earnings ~~due primarily to optional prepayments~~ of $~~102~~218.76 million ~~on our senior term loan facilities (Please see “Liquidity and Capital Resources” below)~~, partially offset by ~~the~~cumulative ~~long-term~~translation ~~portion~~adjustments ofand ~~the~~deferred ~~pre-acquisition~~losses ~~indebtedness,~~on ~~including capital~~interest ~~leases~~rate swaps, ofnet ~~Sinelco and the effect~~ of ~~foreign~~tax, ~~currency~~as ~~translation adjustments~~described below.

~~Deferred income~~Accumulated ~~tax~~other ~~liabilities,~~comprehensive ~~net,~~loss increased by $82.4 million, to $4222.97 million at September 30, ~~2010,~~ ~~compared to $34.4 million at September 30~~2011, ~~2009. This increase was primarily~~ due to ~~the~~foreign ~~timing~~currency oftranslation ~~differences~~adjustments ~~between~~of ~~depreciation~~$8.0 ~~and amortization~~million, ~~included~~partially ~~for~~offset ~~tax~~by ~~purposes~~a ~~versus~~reduction ~~depreciation and amortization included~~ in ~~our~~deferred ~~consolidated~~losses ~~statements~~on ofhedged ~~earnings,~~interest ~~and~~rate ~~the~~swaps ~~tax effect~~ of ~~deferred~~ ~~(losses)~~$5.6 ~~gains~~million, onnet ~~certain~~of ~~interest~~income ~~rate swaps~~tax.

Total member’s deficit decreased by $144.3 million to $497.9 million at September 30, 2010, as a result of net earnings of $148.6 million, partially offset by cumulative translation adjustments and deferred losses on interest rate swaps, net of tax, as described below.

Accumulated other comprehensive loss increased by $4.4 million, to $20.3 million at September 30, 2010, due to foreign currency translation adjustments of $4.3 million and deferred losses on hedged interest rate swaps of $0.1 million, net of income tax.

Liquidity and Capital Resources

We broadly define liquidity as our ability to generate sufficient cash flow from operating activities to meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate debt and equity financing and to convert into cash those assets that are no longer required to meet existing strategic and financial objectives. Therefore, liquidity cannot be considered separately from capital resources that consist of current or potentially available funds for use in achieving long-range business objectives and meeting debt service commitments.

We are highly leveraged and a substantial portion of our liquidity needs will arise from debt service on indebtedness incurred primarily in connection with the Separation Transactions and from funding the costs of operations, working capital and capital expenditures. As a holding company, we depend on our subsidiaries to distribute funds to us so that we may pay our obligations and expenses. The ability of our subsidiaries to make such distributions will be subject to their operating results, cash requirements and financial condition and their compliance with covenants and financial ratios related to their existing or future indebtedness. In addition, under Delaware law, the ability of each of our subsidiaries to make distributions to us will be limited to the extent: (i) of its surplus, or if there is no surplus, of its net earnings for the fiscal year in which the distribution is declared and/or the preceding fiscal year, if such subsidiary is a corporation; or (ii) the fair value of its assets exceeds its liabilities, in the case of a subsidiary that is a limited liability company. If, as a consequence of these limitations, we cannot receive sufficient distributions from our subsidiaries, we may not be able to meet our obligations to fund general corporate expenses. Please see “Risk Factors—Risks Relating to Our Business,” and “—Risks Relating to Our Substantial Indebtedness.”

We may from time to time repurchase or otherwise retire or refinance our debt and take other steps to reduce or refinance our debt or otherwise improve our balance sheet. These actions may include open market repurchases of our notes, prepayments of our term loans or other retirements of outstanding debt. The amount of debt that may be repurchased, refinanced or otherwise retired, if any, would be decided upon at the sole discretion of Sally Beauty’s Board of Directors and will depend on market conditions, trading levels of the Company’s debt from time to time, the Company’s cash position and other considerations.

Borrowings under the senior term loan facilities may be prepaid at the option of the Company at any time without premium or penalty and are subject to mandatory repayment in an amount equal to 50% of excess cash flow (as defined in the agreement governing the term loan facilities) for any fiscal year unless a specified leverage ratio is met. Amounts paid pursuant to said provision may be applied, at the option of the Company, against minimum loan repayments otherwise required of it over the twelve-month period following any such payment under the terms of the loan agreement. The Company was not required to make and did not make mandatory repayments pursuant to such excess cash flow provision in the fiscal year ended September 30, 2011.

In the fiscal year ended September 30, 2011, the Company made optional prepayments in the aggregate amount of $147.0 million on its senior term loan B facility. In connection with such optional prepayments, the Company recorded losses on extinguishment of debt in the aggregate amount of $1.2 million, which are included in interest expense in the Company’s consolidated statements of earnings.

Based upon the current level of operations and anticipated growth, we anticipate that existing cash balances, funds expected to be generated by operations, and funds available under the ABL credit facility will be sufficient to meet our working capital requirements and to finance anticipated capital expenditures over the next 12 months.

Table of Contents

~~The senior~~There ~~term~~can ~~loan~~be ~~facilities~~no ~~may~~assurance bethat ~~prepaid~~our atbusiness ~~the~~will ~~option~~generate ofsufficient ~~Sally~~cash ~~Holdings~~flows ~~at any~~from ~~time~~operations, ~~without~~that ~~premium~~anticipated ornet ~~penalty~~sales and ~~are~~operating ~~subject~~improvements towill ~~mandatory~~be ~~prepayment~~realized, ~~in an~~or ~~amount~~that ~~equal~~future toborrowings ~~50%~~will ofbe ~~excess~~available ~~cash~~under ~~flow~~our ~~(as~~ABL ~~defined~~credit facility in ~~the~~an ~~agreement governing~~amount ~~the~~sufficient ~~term~~to ~~loan~~enable ~~facilities)~~us ~~for~~to ~~any~~service ~~fiscal~~our ~~year~~indebtedness ~~unless~~or ato ~~specified leverage~~fund ~~ratio~~our isother ~~met~~liquidity needs. In ~~January 2010~~addition, ~~the~~our ~~Company~~ability ~~made~~to ameet ~~mandatory prepayment~~our ondebt ~~the~~service ~~senior~~obligations ~~term~~and ~~loan~~liquidity ~~facilities~~needs inare ~~the~~subject ~~amount of $22.3 million pursuant~~ to ~~such~~certain ~~excess~~risks, ~~cash~~which ~~flow~~include, ~~provision.~~but ~~Amounts~~are ~~paid~~not ~~pursuant~~limited to, ~~said provision~~increases ~~may~~in becompetitive ~~applied~~activity, at the ~~option~~loss of ~~the~~key ~~Company~~suppliers, ~~against~~rising ~~minimum~~interest ~~loan repayments otherwise required of it over the twelve-month period following any such payment under the terms of the loan agreement. During the fiscal year ended September 30~~rates, ~~2010,~~ the ~~Company~~loss ~~also made optional prepayments in the aggregate amount~~ of ~~$102.7~~key ~~million on its senior term loans. This amount together with the mandatory prepayment discussed above~~personnel, ~~resulted in~~ the ~~prepayment~~ inability ~~full~~to ofexecute ~~borrowings~~our ~~under~~business ~~the~~strategy ~~Term Loan A facility. In connection with the mandatory prepayment~~ and ~~the~~general ~~optional~~economic ~~prepayments made during the fiscal year 2010, the Company recorded losses on extinguishment of debt in the aggregate amount of $1~~conditions.0 ~~million,~~Please ~~which~~see ~~are~~“Risk ~~included in interest expense in the Company’s consolidated statements of earnings~~Factors.”

~~Based upon~~We utilize our ABL credit facility for the ~~current~~issuance ~~level~~of letters of ~~operations~~credit, ~~and~~as ~~anticipated~~well ~~growth,~~as weto ~~anticipate~~manage ~~that existing~~normal fluctuations in our operational cash ~~balances~~flow. In that regard, ~~funds~~we ~~expected~~may from time to betime ~~generated~~draw byfunds ~~operations~~under the revolving credit facility for general corporate purposes including funding of capital expenditures, acquisitions and interest payments due on our indebtedness. The funds ~~available~~ drawn ~~under~~on individual occasions during the ~~ABL~~fiscal ~~facility~~year ~~will~~ended beSeptember 30, ~~sufficient~~2011 have varied in amounts of up to ~~meet~~$78.0 million, ~~our~~with ~~working~~total ~~capital requirements~~amounts ~~and~~outstanding ranging from zero up to ~~finance~~$102.5 ~~anticipated~~million. ~~capital~~The ~~expenditures~~amounts ~~over~~drawn are generally paid down with cash provided by our operating activities. During the ~~next~~fiscal ~~12 months~~year ended September 30, 2011, the weighted average interest rate on our borrowings under the ABL credit facility was 3.3%.

~~There can~~As beof noSeptember 30, ~~assurance that our business will generate sufficient cash flows from operations~~2011, ~~that~~we ~~anticipated~~had ~~net~~$366.5 ~~sales~~million ~~and~~available ~~operating~~for ~~improvements~~additional ~~will be realized, or that future~~ borrowings ~~will be available~~ under our ABL credit facility, ~~in an~~subject ~~amount sufficient~~ to ~~enable~~borrowing usbase tolimitations, ~~service~~as ~~our~~reduced ~~indebtedness~~by oroutstanding toletters ~~fund~~of ~~our other liquidity needs~~credit. InAvailability ~~addition,~~under ~~our~~the ~~ability~~ABL tocredit ~~meet~~facility ~~our~~is ~~debt~~a ~~service obligations~~function ~~and~~of ~~liquidity~~a ~~needs~~customary ~~are~~borrowing ~~subject~~base ~~to certain risks, which include, but are not limited to, increases in competitive activity, the loss~~ of ~~key suppliers,~~receivables ~~rising~~and ~~interest~~inventory ~~rates,~~levels. ~~the~~The ~~loss~~ABL ofcredit ~~key~~facility ~~personnel,~~has ~~the~~a ~~ability~~5-year ~~to execute~~maturity ~~our business strategy~~ and ~~general~~pricing ~~economic~~levels ~~conditions.~~at ~~Please~~market ~~see “Risk Factors~~rates.”

We utilize our ABL facility for the issuance of letters of credit as well as to manage normal fluctuations in operational cash flow. In that regard, we may from time to time draw funds under the revolving credit facility for general corporate purposes including acquisitions and interest payments due on our indebtedness. The funds drawn on individual occasions during the fiscal year ended September 30, 2010 have varied in amounts of up to $30.0 million, with total amounts outstanding ranging from zero up to $53.5 million. The amounts drawn are generally paid down with cash provided by our operating activities.

As of September 30, 2010, we had $341.8 million available for additional borrowings under our ABL facility, subject to borrowing base limitations, as reduced by outstanding letters of credit.

On November 12, 2010, we entered into a new $400.0 million ABL facility. Availability under the new ABL facility is a function of a customary borrowing base of receivables and inventory levels. The new ABL facility has a 5-year maturity and pricing levels at market rates.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. The agreements and instruments governing our debt contain material limitations on our ability to pay dividends and other restricted payments to Sally Beauty.

Under the agreements and indentures governing the term loan facilities and the notes, we may not make certain restricted payments to Sally Beauty if a default then exists under the credit agreement or the indentures or if our consolidated interest coverage ratio is less than 2.0 to 1.0 at the time of the making of such restricted payment. As of September 30, ~~2010~~ 2011, our consolidated interest coverage ratio exceeded 2.0 to 1.0. Further, the aggregate amount of restricted payments we are able to make is limited pursuant to various baskets as calculated pursuant to the credit agreement and indentures.

~~As of September 30, 2010, the net assets of our consolidated subsidiaries that were unrestricted from transfer under our credit arrangements totaled $310.1 million, subject to certain adjustments.~~ Under our ~~new~~ ABL credit facility, we may pay dividends and make other equity distributions to Sally Beauty if availability under the facility exceeds certain thresholds. For dividends and distributions up to $30.0 million during each fiscal year, borrowing availability must exceed the lesser of $80.0 million or 20% of the borrowing base for 45 days prior to such dividend and distribution. For dividends in excess of that amount, we must maintain that same availability and ~~our~~its fixed -charge coverage ratio must exceed 1.10 to 1.00. The fixed-charge coverage ratio is defined as the ratio of (A) EBITDA (as defined in the agreement underlying the ABL credit facility, or Credit Agreement EBITDA) less unfinanced capital expenditures to (B) fixed charges (as included in the definition of the fixed-charge coverage ratio in the agreement governing the ABL credit facility). As of September 30, ~~2010~~ 2011, we ~~would have~~ met all of these conditions. As of September 30, 2011, the net assets of our consolidated subsidiaries that were unrestricted from transfer under our credit arrangements totaled $483.2 million, subject to certain adjustments. The ABL credit facility and the senior term loan facilities, as well as the Company’s 9.25% Senior Notes indenture and its 10.5% Senior Subordinated Notes indenture contain customary cross-default and/or cross-acceleration provisions.

During the fiscal year ~~ended September 30~~2011, ~~2010,~~ we completed several acquisitions at an aggregate cost of $4586.68 million. In general, we funded these acquisitions with cash from operations and borrowings under the ABL credit facility. For example, on ~~December~~October 161, ~~2009~~2010, we acquired ~~Sinelco~~Aerial, aan ~~wholesale~~ 82-store professional-only distributor of ~~professional~~ beauty products ~~based~~operating in ~~Ronse,~~11 ~~Belgium,~~states ~~for approximately~~in ~~€25.2~~the ~~million~~midwestern (United States, for approximately $3681.68 million). WeIn ~~also~~connection ~~assumed~~with ~~€4.0 million~~the ~~(approximately~~Aerial acquisition we borrowed $578.80 million) ofunder ~~pre-acquisition~~our ~~debt~~ABL ofcredit ~~Sinelco~~facility ~~in connection~~(which ~~with~~we ~~the~~have ~~acquisition~~since paid in full). In addition, during the fiscal year ~~2009~~2010, we completed several acquisitions at an aggregate cost of $8245.36 million. In general, we funded these acquisitions with cash from operations and borrowings under the ABL credit facility. For example, on ~~September~~December 416, 2009, we acquired ~~Intersalon~~Sinelco, a ~~leading~~wholesale distributor of ~~premier~~ professional beauty ~~supply~~ products ~~with~~based ~~16 stores located~~ in ~~Chile~~Ronse, Belgium, for approximately $6€25.42 million ~~and,~~(approximately on$36.6 ~~September 30,~~million). ~~2009,~~We wealso ~~acquired Schoeneman,~~assumed a€4.0 ~~43-store~~million ~~beauty supply chain located in the central northeast United States, for~~ (approximately $715.08 million) ~~(subject~~of topre-acquisition ~~certain~~debt ~~adjustments and~~of ~~including~~Sinelco ~~incidental~~in ~~acquisition~~connection ~~costs~~with ~~capitalized)~~the acquisition.

Historical Cash Flows

For the fiscal years 2011, 2010 and 2009, our primary source of cash has been funds provided by operating activities and, when necessary, short-term borrowings. The primary uses of cash during the past three years were for repayments of long-term debt, acquisitions and capital expenditures. The following table shows our sources and uses of funds for the fiscal years ended September 30, 2011, 2010 and 2009 (in thousands):

Table of Contents

Historical Cash Flows

	Fiscal Year Ended September 30,
	2011			2010			Change			2010			2009			Change
Cash provided by operating activities	$	302,783		$	218,054		$	84,729		$	218,054		$	223,984		$	(5,930	)
Cash used by investing activities	(146,735		)	(85,022		)	(61,713		)	(85,022		)	(118,559		)	33,537
Cash used by financing activities	(150,991		)	(127,319		)	(23,672		)	(127,319		)	(149,916		)	22,597
Effect of foreign currency exchange rate changes on cash and cash equivalents	(1,070		)	(666		)	(404		)	(666		)	(850		)	184
Net increase (decrease) in cash and cash equivalents	$	3,987		$	5,047		$	(1,060	)	$	5,047		$	(45,341	)	$	50,388

Our primary source of cash has been from funds provided by operating activities and, for fiscal years 2010, 2009 and 2008, from borrowings. The primary uses of cash during the past three years were for acquisitions and capital expenditures. The following table shows our sources and uses of funds for the fiscal years ended September 30, 2010, 2009 and 2008 (in thousands):

	Fiscal Year Ended September 30,
	2010			2009			Change			2009			2008			Change
Cash provided by operating activities	$	218,054		$	223,984		$	(5,930	)	$	223,984		$	111,415		$	112,569
Cash used by investing activities	(85,022		)	(118,559		)	33,537			(118,559		)	(98,162		)	(20,397		)
Cash (used) provided by financing activities	(127,319		)	(149,916		)	22,597			(149,916		)	47,134			(197,050		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(666		)	(850		)	184			(850		)	1,129			(1,979		)
Net increase (decrease) in cash and cash equivalents	$	5,047		$	(45,341	)	$	50,388		$	(45,341	)	$	61,516		$	(106,857	)

Cash Provided by Operating Activities

Net cash provided by operating activities during the fiscal year ended September 30, ~~2010~~ 2011, which excludes cash used for acquisitions completed during the period, ~~decreased~~ increased by $584.97 million to $~~218~~302.1 8 million compared to $~~224~~218.01 million during the fiscal year ended September 30, ~~2009~~2010. The ~~decrease~~ increase was primarily due to ~~changes~~an improvement in ~~inventory~~earnings ~~levels~~ of approximately $8070.50 million ~~(resulting~~for ~~from increases in inventory levels in~~ the fiscal year ~~ended~~ ~~September 30,~~2011 ~~2010~~(including ~~and~~proceeds ~~reductions~~from ina ~~inventory~~litigation ~~levels~~settlement ~~in the fiscal year ended September 30, 2009) and deferred income taxes~~ of $927.30 million), ~~partially~~ offset by changes in accounts payable and accrued liabilities of approximately $19.7 million and amounts due to Sally Beauty of $12.5 million and by an improvement in earnings of approximately $43.9 million for the fiscal year ended September 30, 2010, compared to the fiscal year ~~ended September 30, 2009~~2010.

Net cash provided by operating activities during the fiscal year ended September 30, ~~2009~~ 2010, which excludes cash used for acquisitions completed during the period, ~~increased~~ decreased by $~~112~~5.69 million to $~~224~~218.01 million compared to $~~111~~224.40 million during the fiscal year ended September 30, ~~2008~~2009. The ~~increase~~ decrease was primarily due to achanges ~~reduction~~in inventory levels of approximately $7580.75 million (resulting from increases in inventory levels in the fiscal year ended September 30, an2010 ~~increase~~and reductions in ~~accounts~~inventory ~~payable~~levels in the fiscal year ended September 30, 2009) and ~~accrued~~deferred ~~liabilities~~income taxes of ~~approximately~~ $299.03 million, partially offset by changes in accounts payable and anaccrued ~~improvement~~liabilities of approximately $2119.97 million in ~~earnings,~~and ~~partially~~due ~~offset~~to Sally Beauty of $12.5 million and by aan ~~change~~improvement in ~~other~~earnings ~~liabilities~~ of approximately $1243.49 million for the fiscal year ~~ended September 30~~2010, ~~2009,~~ compared to the fiscal year ~~ended~~ ~~September 30, 2008~~2009.

Cash Used by Investing Activities

Net cash used by investing activities during the fiscal year ended September 30, ~~2010~~ ~~decreased~~2011 increased by $3361.57 million to $85146.07 million compared to $~~118~~85.60 million during the fiscal year ended September 30, ~~2009~~2010. This ~~decrease~~increase was primarily due to an increase of $4550.0 7 million ~~less~~ in cash used for acquisitions, ~~partially~~net ~~offset~~of bycash ~~higher~~acquired, ~~capital expenditures~~and ~~(primarily~~an asincrease aof ~~result~~$11.3 ofmillion in capital expenditures, including 21 more store openings) ~~for~~during the fiscal year ~~ended~~ ~~September 30~~2011, ~~2010,~~ compared to the fiscal year ~~ended September 30~~2010, ~~2009~~ and the incremental capital expenditures of Aerial in the fiscal year 2011.

Net cash used by investing activities during the fiscal year ended September 30, ~~2009~~ ~~increased~~2010 decreased by $2033.45 million to $~~118~~85.60 million compared to $98118.26 million during the fiscal year ended September 30, ~~2008~~2009. This ~~increase~~decrease was primarily due to $2845.6 0 million ~~more~~less in cash used for acquisitions, net of cash acquired, partially offset by ~~lower~~higher capital expenditures (primarily as a result of ~~fewer~~more store openings) ~~for~~during the fiscal year ~~ended September 30~~2010, ~~2009,~~ compared to the fiscal year ~~ended September 30, 2008~~2009.

Cash ( Used) ~~Provided~~ by Financing Activities

Net cash used by financing activities during the fiscal year ended September 30, ~~2010~~ ~~decreased~~2011 increased by $2223.67 million to $~~127~~151.30 million compared to $~~149~~127.93 million during the fiscal year ended September 30, ~~2009~~2010. This ~~decrease~~increase was primarily due to net repayments of debt of $~~127~~149.63 million ~~(including~~during the ~~prepayment~~fiscal inyear ~~full~~ended ofSeptember 30, ~~our Term~~2011, ~~Loan~~compared Ato ~~and~~net ~~including~~repayments aof ~~mandatory~~debt ~~repayment in the amount~~ of $22127.36 million on ~~our senior term loan facilities)~~ during the fiscal year ended September 30, 2010,. ~~compared~~This toincrease ~~net~~also ~~repayments~~reflects of debt issuance costs of $~~148~~5.14 million incurred and paid during the fiscal year ~~ended~~2011 ~~September 30,~~in ~~2009.~~connection ~~(Please~~with ~~see~~the ~~Liquidity and~~new ~~Capital~~ABL ~~Resources~~credit ~~above)~~facility in the fiscal year 2011, compared to the fiscal year 2010.

Net cash (used) ~~provided~~ by financing activities during the fiscal year ended September 30, ~~2009~~ ~~changed~~2010 decreased by $~~197~~22.16 million to ~~cash used of~~ $~~149~~127.93 million compared to ~~cash~~ ~~provided of~~ $47149.19 million during the fiscal year ended September 30, ~~2008~~ 2009. ~~The~~ ~~change~~This decrease was primarily due to net ~~borrowings~~repayments of debt of $63127.6 million ~~under~~(including the prepayment in full of our ~~ABL~~term ~~facility~~loan A and including a mandatory repayment in the amount of $22.3 million on our senior term loan facilities) during the fiscal year ended September 30, ~~2008~~2010, compared to net repayments of debt of $75148.01 million during the fiscal year ended September 30, 2009. ~~In addition, during the fiscal year ended September~~

Credit Facilities

In November 2006, we: (i) entered into two term loan facilities (term loans A and B) in an aggregate amount of $1,070.0 million; (ii) issued senior notes in an aggregate amount of $430.0 million and senior subordinated notes in an aggregate amount of $280.0 million, which we collectively refer to as the Notes; and (iii) entered into the $400.0 million ABL credit facility, subject to borrowing base limitations, of which approximately $70.0 million was drawn at closing, which resulted in the incurrence of aggregate indebtedness in connection with the Separation Transactions of approximately $1,850.0 million. Please see “Risk Factors — Risks Relating to Our Substantial Indebtedness.”

During the fiscal year 2010, the Company prepaid in full its borrowings under the term loan A facility. As of September 30, 2011, there were outstanding borrowings of $696.9 million under the term loan B facility, at a contractual interest rate of 2.49%, and outstanding borrowings of $705.0 million under the Notes, at a weighted average interest rate of 9.75%. As of September 30, 2011,

Table of Contents

~~30, 2009,~~there ~~the~~were ~~Company~~no ~~made~~borrowings ~~scheduled~~outstanding ~~payments~~under inour ~~the~~ABL ~~aggregate~~credit ~~amount~~facility ofand we had $6366.1 5 million, aavailable ~~mandatory~~for ~~repayment~~borrowing inunder ~~the~~our ~~amount~~ABL ofcredit ~~$16.7~~facility, ~~million~~subject ~~and~~to ~~optional repayments~~borrowing inbase ~~the~~limitations, ~~aggregate~~as ~~amount~~reduced by outstanding letters of ~~$45~~credit.0 ~~million~~Please onsee ~~its~~Note ~~term~~21 ~~loan~~of ~~facilities and~~ the ~~Company~~“Notes ~~repurchased~~to ~~$5.0~~Consolidated ~~million~~Financial Statements” in ~~par~~Item ~~value~~8 of— ~~its~~“Financial ~~senior subordinated~~Statements ~~notes~~and Supplementary Data” contained elsewhere in this Annual Report.

Credit Facilities

In November of 2006, we: (i) entered into two term loan facilities (term loans A and B) in an aggregate amount of $1,070.0 million; (ii) issued senior notes in an aggregate amount of $430.0 million and senior subordinated notes in an aggregate amount of $280.0 million (the Notes); and (iii) entered into the $400.0 million ABL facility, subject to borrowing base limitations, of which approximately $70.0 million was drawn at closing, which resulted in the incurrence of aggregate indebtedness in connection with the Separation Transactions of approximately $1,850.0 million. Proceeds from this new debt and the $575.0 million equity investment in Sally Beauty by the CDR Investors were used to pay a $25.00 per share cash dividend to holders of record of Alberto-Culver shares as of the record date for the Separation Transactions. Please see “Risk Factors—Risks Relating to Our Substantial Indebtedness.”

During the fiscal year ended September 30, 2010, the Company prepaid in full its borrowings under the Term Loan A facility. As of September 30, 2010, there were outstanding borrowings of $843.9 million under the Term Loan B facility, at an interest rate of 2.51%, and outstanding borrowings of $705.0 million under the Notes, at a weighted average interest rate of 9.75%. As of September 30, 2010, we had $341.8 million available for additional borrowings under our ABL facility, subject to borrowing base limitations, as reduced by outstanding letters of credit.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business. These restrictions and limitations relate to:

· disposal of assets · making investments (including joint ventures) · incurrence of additional indebtedness (including guarantees of additional indebtedness) · mergers, consolidations or sales of our assets · dividends and distributions · ability of subsidiaries to pay dividends · certain debt prepayments and modifications · making acquisitions of all of the business or assets of or stock representing beneficial ownership of, any person · liens on assets

~~· incurrence~~Borrowings under the term loan facilities and the ABL credit facility are secured by substantially all of ~~additional~~our ~~indebtedness (including~~assets, ~~guarantees~~those of ~~additional~~Sally ~~indebtedness~~Investment, those of our domestic subsidiaries and, in the case of the ABL credit facility, those of our Canadian subsidiaries and a pledge of certain intercompany notes. During the fiscal year 2010, the Company prepaid in full its borrowings under the term loan A facility. Borrowings under the term loan B facility may be prepaid at our option at any time without premium or penalty and is subject to mandatory prepayment in an amount equal to 50% of excess cash flow (as defined in the agreement governing the term loan facilities) for any fiscal year unless a specified leverage ratio is met. Additionally, the term loan B facility is subject to mandatory prepayment in an amount equal to 100% of the proceeds of specified asset sales that are not reinvested in the business or applied to repay borrowings under the ABL credit facility. No mandatory repayments of any kind were made or required to be made in the fiscal year ended September 30, 2011.

~~· dividends~~The term loan facilities contain a covenant requiring us and ~~distributions~~our subsidiaries to meet certain maximum consolidated secured leverage ratio levels, which decline over time. The consolidated secured leverage ratio is a ratio of (A) net consolidated secured debt to (B) Consolidated EBITDA as defined in the agreement underlying the term loan facilities. Compliance with the consolidated secured leverage ratio is tested quarterly, with a maximum ratio of 3.50 as of September 30, 2011. Failure to comply with the consolidated secured leverage ratio covenant under the term loan facilities would result in a default under such facilities.

· The ABL credit facility contains a covenant requiring us and our subsidiaries to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0 in the event that availability under the ABL credit facility falls below certain ~~debt~~thresholds. ~~prepayments~~We must comply with the ratio in the event availability is less than the greater of: (a) the lesser of $60.0 million or 15% of the then current borrowing base and ~~modifications~~(b) $40.0 million. The fixed-charge coverage ratio is defined as the ratio of (A) EBITDA (as defined in the agreement underlying the ABL credit facility, or Credit Agreement EBITDA) less unfinanced capital expenditures to (B) fixed charges (as included in the definition of the fixed-charge coverage ratio in the agreement governing the ABL credit facility).

· liens on assets

· making investments (including joint ventures)

· mergers, consolidations or sales of our assets

· ability of subsidiaries to pay dividends

· making acquisitions of all of the business or assets of or stock representing beneficial ownership of, any person

Borrowings under the term loan facilities and the ABL facility are secured by substantially all of our assets, those of Sally Investment, those of our domestic subsidiaries and, in the case of the ABL facility, those of our Canadian subsidiaries and a pledge of certain intercompany notes. During the fiscal year ended September 30, 2010, the Company prepaid in full its borrowings under the Term Loan A facility. The Term Loan B may be prepaid at our option at any time without premium or penalty and is subject to mandatory prepayment in an amount equal to 50% of excess cash flow (as defined in the agreement governing the Term Loans) for any fiscal year unless a specified leverage ratio is met. Additionally, the Term Loan B is subject to mandatory prepayment in an amount equal to 100% of the proceeds of specified asset sales that are not reinvested in the business or applied to repay borrowings under the ABL facility.

The Term Loans contain a covenant requiring us and our subsidiaries to meet certain maximum consolidated secured leverage ratio levels, which decline over time. The consolidated secured leverage ratio is a ratio of (A) net consolidated secured debt to (B) Consolidated EBITDA as defined in the agreement underlying the Term Loans. Compliance with the consolidated secured leverage ratio is tested quarterly, with a maximum ratio of 4.00 as of September 30, 2010. Failure to comply with the consolidated secured leverage ratio covenant under the Term Loans would result in a default under such facilities.

Both the previous and the new ABL facilities contain a covenant requiring us and our subsidiaries to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0 in the event that availability under the ABL facility falls below certain thresholds. In the new ABL facility, we must comply with the ratio in the event availability is less than the greater of: (a) the lesser of $60.0 million or 15% of the then current borrowing base and (b) $40.0 million. The fixed-charge coverage ratio is defined as the ratio of (A) EBITDA (as defined in the agreement underlying the ABL facility, or Credit Agreement EBITDA) less unfinanced capital expenditures to (B) fixed charges (as included in the definition of the fixed-charge coverage ratio in the agreement governing the ABL facility).

For purposes of calculating either the consolidated secured leverage ratio or the fixed-charge coverage ratio, Consolidated EBITDA and Credit Agreement EBITDA are measured on a last-four-quarters basis. Accordingly, the calculation can be disproportionately affected by a particularly strong or weak quarter and may not be comparable to the measure for any previous or subsequent four-quarter period.

Failure to comply with the fixed-charge coverage ratio covenant (if and when applicable) under the ABL credit facility would result in a default under such facility. A default could also result in a default under the other facility or facilities, as the case may be, and the Notes. Absent a waiver or an amendment from our lenders and note holders, such defaults could permit the acceleration of all indebtedness under the ABL credit facility, the term loan facilities and the Notes, which would have a material adverse effect on our results of operations, financial position and cash flows.

Consolidated EBITDA and Credit Agreement EBITDA are not recognized measurements under accounting principles generally accepted in the United States of America, or GAAP, and should not be considered as a substitute for financial performance and liquidity measures determined in accordance with GAAP, such as net earnings, operating income or operating cash flow. In addition, because other companies may calculate EBITDA differently, Consolidated EBITDA and Credit Agreement EBITDA likely will not be comparable to EBITDA or similarly titled measures reported by other companies or reported by us in our quarterly earnings releases.

Table of Contents

~~Failure to~~beyond ~~comply~~our ~~with~~control. ~~the~~Further, ~~fixed-charge~~our ~~coverage~~ability ~~ratio~~to ~~covenant~~comply ~~(if~~with ~~and~~these ~~when applicable)~~covenants ~~under the ABL facility would result~~ in afuture ~~default~~periods ~~under~~will ~~such facility. A default could~~ also ~~result~~depend insubstantially aon ~~default under~~ the ~~other~~pricing ~~facility~~of ~~or facilities,~~our ~~as the case may be~~products, ~~and~~our ~~the~~success ~~Notes.~~at ~~Absent~~implementing acost ~~waiver~~reduction orinitiatives anand ~~amendment from~~ our ~~lenders~~ability ~~and~~to ~~note~~successfully ~~holders,~~implement ~~such~~our ~~defaults~~overall ~~could~~business ~~permit~~strategy. ~~the~~Please ~~acceleration of~~see ~~all~~“Risk ~~indebtedness~~Factors ~~under~~— ~~the~~Risks ~~ABL~~Relating ~~facility,~~to ~~the~~Our ~~Term~~Substantial ~~Loans and the Notes, which would have a material adverse effect on our results of operations, financial position and cash flows~~Indebtedness.”

We believe that we are currently in compliance with the agreements and instruments governing our debt, including our financial covenants. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy. Please see “Risk Factors—Risks Relating to Our Substantial Indebtedness.”

Capital Requirements

During the fiscal year ~~2010~~2011, we had total capital expenditures of approximately $4860.7 0 million which were primarily to fund the addition of new stores; the remodel, expansion or relocation of existing stores in the ordinary course of our business; and corporate projects. For the fiscal year ~~2011~~2012, we anticipate capital expenditures in the range of approximately $5065.0 million to $5570.0 million, excluding acquisitions. Capital expenditures will be primarily for the addition of new stores; the remodel, expansion or relocation of existing stores in the ordinary course of our business; and corporate projects.

Contractual Obligations

The following table is a summary of our contractual cash obligations and commitments outstanding by future payment dates at September 30, ~~2010~~2011 (in thousands):

Payments Due by Period

Less than 1 year

1-3 years

3-5 years

More than 5 years

Total

Long-term debt obligations, including interest obligations(a)

9389,~~563~~140

~~201~~857,~~305~~747

1494,~~364,013~~371

~~310~~281,~~854~~122

1,~~969~~722,~~735~~380

Operating leases obligations(b)

135,142

200,391

91,455

49,158

476,146

Obligations under operating leases(b)

141,422

202,977

101,104

50,199

495,702

Purchase obligations(c)

2218,~~098~~349

3029,~~563~~428

2447,~~025~~893

3536,~~457~~641

~~112~~132,~~143~~311

Other long-term obligations(d)(e)

1217,~~044~~134

3313,~~049~~378

4,~~336~~362

38,~~306~~414

5243,~~735~~288

Total

~~262~~266,~~847~~045

~~465~~1,~~308~~103,530

1647,~~483,829~~730

~~398~~376,~~775~~376

2,~~610~~393,~~759~~681

(a) Long-term debt includes capital leases and future interest payments on debt facilities, based upon outstanding principal amounts and interest rates as of September 30, ~~2010~~2011. (b) In accordance with GAAP, these obligations are not reflected in the accompanying consolidated balance sheets. The amounts reported for operating leases do not include executory costs. (c) Purchase obligations reflect legally binding agreements entered into by us to purchase goods or services, that specify minimum quantities to be purchased and with fixed or variable price provisions. In accordance with GAAP, these obligations are not reflected in the accompanying consolidated balance sheets. Amounts shown do not, however, reflect open purchase orders, mainly for merchandise, to be fulfilled within one year, which are generally cancellable. (d) Other long-term obligations principally represent obligations under insurance and self-insurance programs, ~~obligations under interest rate swap agreements,~~ certain liabilities related to uncertain income tax benefits and commitments under various acquisition-related agreements including non-compete, consulting and severance agreements and deferred compensation arrangements. These obligations are included in accrued liabilities and other liabilities in the accompanying consolidated balance sheets. (e) The table above does not include $1310.68 million of unrecognized tax benefits due to uncertainty regarding the realization and timing of the related future cash flows, if any.

The table above excludes amounts included in current liabilities, (other than the current portion of long-term debt,) as these items will be paid within one year, and long-term liabilities not requiring cash payments~~, such as deferred lease incentives~~.

50Our assumptions with respect to the interest rates applicable to the term loan facilities and the ABL credit facility are subject to changes that may be material. In addition, other future events could cause actual payments to differ materially from these amounts. Please see Note 14 of the “Notes to Consolidated Financial Statements” in “Item 8 — Financial Statements and Supplementary Data” of this Annual Report and “Item 7A — Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” for information about our interest rate swap agreements.

Table of Contents

Our assumptions with respect to the interest rates applicable to the Term Loans and the ABL facility are subject to changes that may be material. In addition, other future events could cause actual payments to differ materially from these amounts. Please see Note 12 of the “Notes to Consolidated Financial Statements” in “Item 8—Financial Statements and Supplementary Data” of this Annual Report and “Item 7A—Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” for a discussion of interest rate swap agreements.

The majority of our operating leases are for Sally Beauty Supply and BSG stores, which typically are located in strip shopping centers. The use of operating leases allows us to expand our business to new locations without making significant up-front cash outlays for the purchase of land and buildings.

Off-Balance Sheet Financing Arrangements

At September 30, ~~2010~~2011 and ~~2009~~2010, we had no off-balance sheet financing arrangements other than operating leases incurred in the ordinary course of business, interest rate swaps, as well as outstanding letters of credit related to inventory purchases and self insurance programs, which totaled $1416.50 million and $1314.4 5 million, respectively.

Table of Contents

Inflation

~~We believe~~Inflation ~~that~~has ~~inflation currently does~~ not ~~have~~had a material effect on our results of operations during each of the last three fiscal years.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the financial statements. Actual results may differ from these estimates. We believe these estimates and assumptions are reasonable. We consider accounting policies to be critical when they require us to make assumptions about matters that are highly uncertain at the time the accounting estimate is made and when different estimates that our management reasonably could have used have a material effect on the presentation of our financial condition, changes in financial condition or results of operations.

Our critical accounting estimates include but are not limited to the valuation of inventory, vendor concessions, retention of risk, income taxes, assessment of long-lived assets and ~~certain~~ intangible assets with definite lives for impairment, share-based payments and related party transactions.

Valuation of Inventory

~~When necessary,~~Inventory weis ~~adjust~~stated at the ~~carrying~~lower ~~value~~ of ~~inventory~~cost, todetermined using the ~~lower~~first-in, offirst-out ~~cost~~(“FIFO”) ~~or market~~method, ~~including~~or ~~costs~~market to(net ~~sell~~realizable orvalue). ~~dispose~~When necessary, ~~and~~the ~~for~~Company ~~estimated~~adjusts ~~inventory shrinkage.~~the ~~Inventory~~carrying isvalue ~~stated~~of atinventory to the lower of cost ~~(first~~or inmarket, ~~first~~including ~~out~~disposal ~~method) or~~costs, ~~market~~and ~~(net~~for ~~realizable~~estimated ~~value)~~inventory shrinkage. Estimates of the future demand for ~~our~~ the Company’s products, historical turn-over rates, the age and sales history of the inventory, and historic as well as anticipated changes in stock- keeping units (“SKUs”) are some of the key factors used by ~~our~~ management in assessing the net realizable value of inventory. We estimate inventory shrinkage between physical counts based upon our historical experience. Actual results differing from these estimates could significantly affect our inventory and cost of products sold and distribution expenses. Inventory shrinkage expense averaged approximately 1.0% of consolidated net sales in fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009. A 10% increase or decrease in our estimate of inventory shrinkage at September 30, ~~2010~~2011, would impact net earnings by approximately $1.46 million, net of income tax.

Vendor Rebates and Concessions

~~We account~~The ~~for~~Company ~~cash~~deems ~~consideration~~a ~~received from vendors under ASC 605-50, Customer Payments and Incentives. This standard states that~~ cash consideration received byfrom a ~~customer~~supplier ~~is presumed~~ to be a reduction of the cost of ~~sales~~products sold unless it is in exchange for an asset or service or a reimbursement of a specific, incremental, identifiable cost incurred by the ~~customer~~Company in selling the vendor’s products. The majority of cash consideration wereceived ~~receive~~by the Company is considered to be a reduction of the cost of ~~sales~~the related products and is ~~allocated~~reflected toin cost of products sold and distribution expenses in our consolidated statements of earnings as the related products are sold. Any portion of such cash consideration received that is attributable to inventory on hand is ~~sold~~reflected as a reduction of inventory. We consider the facts and circumstances of the various contractual agreements with vendors in order to determine the appropriate classification of amounts received in the consolidated statements of earnings. We record cash consideration expected to be received from vendors in other receivables. ~~These receivables are recorded~~ at the amount we believe will be collected ~~based on the provisions of the programs in place and are computed by estimating the point in time that we have completed our performance under the agreements and the amounts earned~~. These receivables could be significantly affected if actual results differ from management’s expectations. A 10% increase or decrease in these receivables at September 30, ~~2010~~ 2011, would impact net earnings by approximately $1.35 million, net of income tax.

Retention of Risk

Employee Health Insurance Liability

We maintain a largely self-funded program for healthcare benefits for employees who meet certain eligibility requirements. We cover the majority of expenses associated with these benefits, other than payroll deductions and out-of pocket expenses paid by the employees. Payments for healthcare benefits below specified amounts (currently $350,000 per individual per year) are self-insured by us. We base our estimate of ultimate liability on trends in claim payment history, historical trends in claims incurred but not yet reported, and $1other components such as expected increases in medical costs,~~000~~ projected premium costs and the number of plan participants. We review our liability on a regular basis and adjust our accruals accordingly. As of September 30,~~000 per~~ 2011 and 2010, we accrued an estimated liability relating to employee health insurance of $6.3 million and $6.0 million, respectively.

Changes in facts and circumstances may lead to a change in the estimated liability due to revisions of the estimated ultimate costs of our employee healthcare benefits. Estimates of medical costs and trends in claims are some of the key factors used by our management in determining our employee health insurance liability. This liability could be significantly affected if actual results differ from management’s expectations. A 10% increase or decrease in our employee health insurance liability at September 30, 2011 would impact net earnings by approximately $0.4 million, net of income tax.

Workers’ Compensation Liability, General Liability and Automobile and Property Liability

We maintain a large deductible insurance plan for workers’ compensation liability, general liability and automobile and property liability loss exposures. We base our estimates of the ultimate liability on an actuarial analysis performed by an independent third-party actuary. We review our liability on a regular basis and adjust our accruals accordingly. As of September 30, 2011 and 2010, our

Table of Contents

~~individual for~~balance asheet ~~lifetime~~included ~~maximum)~~an ~~are~~estimated ~~self-insured~~liability byrelated ~~us. The Company intends~~ to ~~remove such lifetime maximum limit during~~ the ~~fiscal~~deductible year 2011 in accordance with federal legislation recently enacted in the U.S. We base our estimate of ultimate liability on trends in claim payment history, historical trends in claims incurred but not yet reported, and ~~other~~retention ~~components~~limits ~~such as expected increases in medical costs, projected premium costs and the number~~ of ~~plan participants.~~approximately ~~We review our liability on a regular basis and adjust our accruals accordingly. As of September 30, 2010 and 2009, we accrued an estimated liability relating to employee health insurance of~~ $626.02 million and $522.68 million, respectively.

Changes in facts and circumstances may lead to a change in the estimated liability due to revisions of the estimated ultimate costs ofthat affect our ~~employee~~workers’ ~~healthcare benefits.~~compensation, ~~Estimates~~general ofliability ~~medical~~and ~~costs~~automobile and ~~trends~~property liability insurance coverage. Changes in ~~claims~~estimates ~~are~~occur ~~some~~over oftime ~~the~~due ~~key factors~~to ~~used~~such byfactors ~~our~~as ~~management~~claims inincidence ~~determining~~and ~~our~~severity ~~employee~~of ~~health~~injury ~~insurance liability~~or damages. ~~This~~Our ~~liability~~liabilities could be significantly affected if actual results differ from management’s expectations or actuarial analyses. A 10% increase or decrease in our ~~employee~~ ~~health~~workers’ ~~insurance~~compensation liability, general liability and automobile and property liability at September 30, ~~2010~~2011 would impact net earnings by approximately $01.47 million, net of income tax.

Workers’ Compensation Liability, General Liability and Automobile and Property Liability

Changes in facts and circumstances may lead to a change in the estimated liability due to revisions of the estimated ultimate costs that affect our workers’ compensation, general liability and automobile and property liability insurance coverage. Changes in estimates occur over time due to such factors as claims incidence and severity of injury or damages. Our liabilities could be significantly affected if actual results differ from management’s expectations or actuarial analyses. A 10% increase or decrease in our workers’ compensation liability, general liability and automobile and property liability at September 30, 2010 would impact net earnings by approximately $1.4 million, net of income tax.

The change in the self-insurance liability was as follows (in thousands):

	Fiscal Year Ended September 30,
	2010			2009
	2011			2010
Balance at beginning of period	$	2630,~~920~~286		$	2526,~~415~~920
Self-insurance expense	62,~~440~~341			5460,~~566~~544
Self-insurance liability of businesses acquired	—532			~~214~~—
Payments, net of employee contributions	(59,~~074~~071		)	(5357,~~275~~178		)
Balance at end of period	$	3034,~~286~~088		$	2630,~~920~~286

Income Taxes

We record income tax provisions in our consolidated financial statements based on an estimation of current income tax liabilities. The development of these provisions requires judgments about tax issues, potential outcomes and timing. If we prevail in tax matters for which provisions have been established or are required to settle matters in excess of established provisions, our effective tax rate for a particular period could be significantly affected.

For the fiscal years ended September 30, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, the effective income tax rates were 36.94%, 3936.59% and 3739.05%, respectively. ~~For~~The decrease in the fiscal year 2011, weannual ~~expect~~effective ~~our~~tax ~~annual~~rate ~~effective~~was ~~income~~primarily due to tax ~~rate~~benefits resulting from certain intercompany transactions that resulted in the release of valuation allowances during the fiscal year 2011, compared to bethe ~~approximately~~fiscal 38year 2010.~~0%.~~ The ~~projected~~decrease ~~increase~~in ~~over~~ the fiscal year 2010 annual effective tax rate is primarily ~~related~~relates to ~~non-recurring~~an ~~tax~~increase ~~benefits~~in ~~realized~~earnings in ~~the~~certain ~~fiscal~~low ~~year 2010~~tax ~~and~~jurisdictions, the ~~expiration~~release of certain ~~beneficial~~valuation ~~U.S.~~allowances ~~international~~and ~~tax~~a ~~law provisions~~reduction in unfavorable permanent items. The ~~increase~~annual effective tax rate in future years is expected to bereturn ~~partially~~to ~~offset by~~ a ~~projected decrease~~normalized rate in ~~foreign~~the ~~losses~~range ~~subject~~of 37% to ~~valuation allowances~~38%.

Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are estimated to be recovered or settled. We believe that it is more likely than not that our results of operations in the future will generate sufficient taxable income to realize our deferred tax assets, net of the valuation allowance currently recorded. We have recorded a valuation allowance to account for uncertainties regarding the recoverability of certain deferred tax assets, primarily foreign loss carryforwards. In the future, if we determine that certain deferred tax assets will not be realizable, the related adjustments could significantly affect our effective tax rate at that time. The estimated tax benefit of an uncertain tax position is recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax position will withstand challenge, if any, from applicable taxing authorities.

Assessment of Long-Lived Assets and ~~Certain~~ Intangible Assets for Impairment

Long-lived assets, such as property and equipment, including store equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The recoverability of long-lived assets and intangible assets subject to amortization is assessed by comparing the net carrying amount of each asset to its total estimated undiscounted future cash flows (“estimated fair value”) expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are reviewed for impairment at least annually, and whenever events or changes in circumstances indicate it is more likely than not that the value of the asset may be impaired. When assessing goodwill and intangible assets with indefinite lives for potential impairment, management compares the carrying amount of the asset to its fair value. In addition, management considers whether there has been a permanent impairment to the value of the asset by evaluating if various factors (including current operating results, anticipated future results and cash flows, and relevant market and economic conditions) indicate a possible impairment. Based on the reviews performed, after taking into account the economic downturn experienced during the past few years in certain geographic areas in which we operate, there were no material asset impairments recognized in the current or prior fiscal years presented.

Table of Contents

recoverable. The recoverability of long-lived assets and purchased intangibles is measured by a comparison of the carrying amount of an asset to estimated future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill, the cost of an acquisition less the fair value of the net assets of the acquired business, and purchased intangible assets with indefinite lives are reviewed for impairment at least annually, and whenever events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit or related intangible asset is less than its carrying amount. Management considers whether there has been a permanent impairment to the value of goodwill and other intangible assets by evaluating if various factors (including current operating results, anticipated future results and cash flows, and market and economic conditions) indicate a possible impairment. Based on the reviews performed, after taking into account the economic downturn during the past couple of years in certain geographic areas in which we operate, there were no asset impairments recognized in the current or prior fiscal years presented.

Share-Based Payments

We ~~account~~ ~~for stock-based compensation under ASC 718. We~~ recognize compensation expense on a straight-line basis over the vesting period or to the date a participant becomes eligible for retirement, if earlier. For fiscal years ~~2010~~2011, ~~2009~~ 2010 and ~~2008~~2009, total compensation cost charged against income and included in selling, general and administrative expenses for share-based compensation arrangements was $1215.20 million, $812.02 million and $98.60 million, respectively.

The amount of stock option expense is determined based on the fair value of each stock option grant, which is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected life, volatility, risk-free interest rate and dividend yield. The expected life of Sally Beauty’s stock options represents the period of time that the stock options granted are expected to be outstanding. We estimate the expected life based on historical exercise trends. WeDuring ~~estimate~~each of the past five years, we have estimated expected volatility by using the average volatility of both Sally Beauty and similar companies (based on industry sector) since it ishas not been practicable to estimate the Sally Beauty’s expected volatility on a stand-alone basis due to a lack of sufficient trading history. The risk-free interest rate is based on the zero-coupon U.S. Treasury issue at the date of the grant for the expected life of the stock options. The dividend yield represents Sally Beauty’s anticipated cash dividend over the expected life of the stock options. The amount of stock option expense recorded is significantly affected by these estimates. In addition, we record stock option expense based on an estimate of the total number of stock options expected to vest, which requires us to estimate future forfeitures. We use historical forfeiture experience as a basis for this estimate. Actual forfeitures differing from these estimates could significantly affect the timing of the recognition of stock option expense. We have based all these estimates on our assumptions as of September 30, ~~2010~~2011. Our estimates for future periods may be based on different assumptions and accordingly may differ.

We believe that our ~~stock~~share-based compensation expense is based on reasonable estimates and assumptions. However, if actual results are not consistent with our estimate or assumptions, we may be exposed to changes in ~~stock~~share-based compensation expense that could be material. A 10% change in our ~~stock~~share based compensation expense for the year ended September 30, ~~2010~~2011 would affect earnings by approximately $01.80 million, net of income tax.

Related Party Transactions

In January of 2007, we entered into an agreement with Sally Beauty under which we agreed to provide certain general and administrative services to Sally Beauty including accounting, finance, payroll, legal and tax sharing services. The cost of these services is based on a percentage of certain key employees’ salaries and benefits, and may not necessarily be indicative of the costs which would be incurred by Sally Beauty as an independent standalone entity.

In addition, we have entered into a tax sharing agreement and we file consolidated tax returns with our parent, Sally Beauty. See Note 1718 of the “Notes to Consolidated Financial Statements” in “Item 8 — Financial Statements and Supplementary Data” of this report for further information.

Recent Accounting Pronouncements

~~In December 2007,~~We ~~the~~have ~~Financial~~not ~~Accounting~~yet ~~Standards~~adopted ~~Board~~and ~~(“FASB”)~~are ~~revised the accounting standards for business combinations. This new standard (~~currently ~~contained~~assessing inany ~~ASC~~potential ~~805,~~effect Business Combinations (“ASC 805”)), among other things, generally requires that an acquirer recognize the assets acquired and liabilities assumed measured at their “full fair values” on the acquisition date. This practice replaced the practice, under predecessor accounting standards, of ~~allocating~~ the ~~cost~~following ofpronouncements ~~an acquisition to the individual assets acquired and liabilities assumed based~~ on ~~their~~our ~~relative estimated~~consolidated ~~fair~~financial values. This new standard further requires that acquisition-related costs be recognized separately from the related acquisition. The Company adopted this standard effective on October 1, 2009. Selling, general and administrative expenses for the fiscal year ended September 30, 2010 includes approximately $0.7 million of expenses related to acquisitions.statements:

In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-28 which amended Accounting Standards Codification (“ASC”) Topic 350, Intangibles-Goodwill and Other. This amendment modifies the goodwill impairment test for reporting units with a zero or negative carrying amount, by requiring that Step 2 of the goodwill impairment test be performed for such reporting units if it is more likely than not that an impairment of goodwill exists. For SEC registrants, this amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early application is not permitted.

In December 2010, the FASB issued ASU No. 2010-29 which amended ASC Topic 805, Business Combinations (“ASC 805”). This amendment requires that a public company that enters into business combinations that are material on an individual or aggregate basis disclose certain pro forma information for the current and the immediately preceding fiscal year. This amendment also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to such business combination or business combinations. This amendment is effective prospectively for business combinations consummated on or after the first annual reporting period beginning on or after December 15, 2010. Early application is permitted.

In May 2011, the FASB issued ASU No. 2011-04 which amended ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). When effective, this amendment will change the title of ASC 820 to “Fair Value Measurement” and will adopt fair value measurement and disclosure guidance that is generally consistent with the corresponding International Financial Reporting Standards (“IFRS”) guidance. More specifically, this amendment will change certain requirements for measuring fair value or for disclosing information about fair value measurements or, alternatively, clarify the FASB’s intent about the application of existing fair value

Table of Contents

~~In April 2008,~~measurement ~~the FASB amended ASC 350, Intangibles~~ and ~~Other~~disclosure ~~(“ASC 350”)~~requirements. ~~This~~For ~~new~~SEC ~~accounting standard~~registrants, currently contained in ASC 350-30-35, specifically amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The objective of this amendment is toeffective ~~improve~~for ~~the~~interim ~~consistency~~periods ~~between the useful life of a recognized intangible asset~~ and ~~the~~fiscal ~~period~~years ofbeginning ~~expected~~after ~~cash~~December 15, ~~flows used to measure the fair value of the asset~~2011. ~~The~~Early ~~Company~~application ~~adopted~~by ~~this~~SEC ~~standard~~registrants ~~during~~is ~~the first quarter of its fiscal year 2010 and its adoption did~~ not ~~have a material effect on the Company’s consolidated financial position, results of operations or cash flows~~permitted.

In ~~August~~ June ~~2009~~2011, the FASB issued ~~Accounting Standards Update (“~~ASU”) No. ~~2009~~2011-05 which amended ASC ~~820~~Topic as220, itComprehensive ~~relates~~Income. toThis ~~the~~amendment, ~~measurement~~which ofmust ~~liabilities~~be atapplied ~~fair value~~retrospectively, ~~effective~~will ~~for~~allow ~~interim~~an ~~reporting~~entity ~~periods~~the ~~beginning~~option ~~after~~to ~~August 26, 2009.~~present ~~More~~the ~~specifically~~components of net income, ~~this~~as ~~amendment~~well ~~provided~~as ~~clarification~~total ~~for~~comprehensive ~~liabilities in~~income ~~which~~and athe ~~quoted~~components ~~price~~of other comprehensive income, either in ana ~~active~~single ~~market~~continuous ~~for~~statement anof ~~identical~~comprehensive ~~liability~~income isor ~~not available.~~in ~~The~~two ~~Company~~separate ~~adopted~~consecutive ~~this~~statements. This amendment ~~during~~also eliminates the ~~first~~option ~~quarter~~to present the components of ~~its fiscal~~other ~~year~~comprehensive ~~2010~~income ~~and~~in ~~its~~the ~~adoption~~statement ~~did~~of ~~not~~stockholders’ ~~have~~equity abut ~~material~~does ~~effect~~not onchange the ~~Company’s consolidated~~items ~~financial~~that ~~position~~must be reported. For SEC registrants, ~~results~~this ofamendment ~~operations~~is oreffective ~~cash~~for ~~flows~~fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. Early application is permitted.

In ~~January~~ September ~~2010~~2011, the FASB issued ASU No. ~~2010~~2011-0608 which amended ASC ~~820 as~~Topic it350, Intangibles-Goodwill ~~relates~~and toOther. ~~certain~~This ~~disclosures~~amendment ofwill ~~fair~~allow ~~value~~an ~~measurements.~~entity ~~This~~to ~~amendment requires,~~first ~~among~~assess ~~other~~relevant ~~things,~~qualitative ~~(a) disclosure~~factors ofin ~~the~~order ~~sensitivity~~to ofdetermine ~~an entity’s~~whether ~~fair~~it ~~value~~is ~~measurements~~necessary ~~using~~to ~~Level~~perform 3the ~~inputs~~two-step toquantitative ~~changes~~goodwill inimpairment ~~such inputs~~test under ASC 350. In effect, ~~(b) a~~the ~~reconciliation~~amendment ofeliminates ~~changes~~the inneed ~~such~~to calculate the fair value ~~measurements and~~of ~~(c) disclosure~~a ofreporting ~~transfers~~unit ~~between~~in ~~fair~~connection ~~value~~with ~~measurements~~the ~~using Level~~goodwill 1impairment ~~and~~test 2unless ~~inputs~~the entity determines, ifbased ~~any.~~on ~~The~~the ~~Company~~qualitative ~~adopted~~assessment, ~~this~~that ~~amendment~~it ~~during~~is more likely than not that the ~~second~~ ~~quarter~~reporting ofunit’s ~~its~~fair ~~fiscal~~value ~~year~~is ~~2010~~less ~~and~~than its ~~adoption~~carrying ~~did~~amount. ~~not~~This ~~have~~amendment ais ~~material effect~~effective onfor ~~the~~annual ~~Company’s~~and ~~consolidated~~interim ~~financial~~goodwill ~~position~~impairment tests performed in fiscal years beginning after December 15, ~~results~~2011. ofEarly ~~operations or~~application ~~cash~~is ~~flows~~permitted.

The Company adopted the provisions of ASC 855, Subsequent Events (“ASC 855”), during the third quarter of its fiscal year 2009. ASC 855 establishes standards of accounting for and disclosure of transactions and events that occur after the balance sheet date but before the financial statements are issued and requires the disclosure, among other things, of the date through which an entity has evaluated subsequent events. In February 2010, the FASB issued ASU No. 2010-09 which amended ASC 855. This amendment, which was effective upon issuance, removed the requirement for SEC registrants to disclose the date through which such registrants have evaluated subsequent events.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a multinational corporation, we are subject to certain market risks including foreign currency fluctuations, interest rates and credit risk. We may consider a variety of practices in the ordinary course of business to manage these market risks, including, when deemed appropriate, the use of derivative financial instruments.

Foreign currency exchange rate risk

We are exposed to potential gains or losses from foreign currency fluctuations affecting net investments and earnings denominated in foreign currencies. Our primary exposures are to changes in exchange rates for the U.S. dollar versus the Euro, the British pound sterling, the Canadian dollar, ~~Euro,~~the ~~Mexican~~Chilean peso, and ~~Chilean~~ the Mexican peso. Our various foreign currency exposures at times offset each other, sometimes providing a natural hedge against foreign currency risk. For the fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, approximately 18%, 1618% and 1816%, respectively, of our consolidated net sales were made in currencies other than the U.S. dollar. Consolidated net sales for the fiscal year ended September 30, ~~2010~~2011, are inclusive of approximately $1723.23 million in positive impact from changes in foreign currency exchange rates. Inand ~~addition, for the fiscal year ended September 30, 2010,~~ other comprehensive income reflects $48.30 million in foreign currency translation adjustments. For the fiscal years ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, fluctuations in the U.S. dollar exchange rates did not otherwise have a material effect on our consolidated financial condition and consolidated results of operations.

A 10% increase or decrease in the exchange rates for the U.S. dollar versus the foreign currencies to which we have exposure, would have impacted our consolidated net sales by approximately 1.8% in the fiscal year ~~2010~~2011, and would have impacted our consolidated net assets by approximately 2.65% at September 30, ~~2010~~ 2011.

~~As a~~The ~~result~~Company ofuses ~~our acquisition of Sinelco on December 16, 2009, we use~~ foreign currency options and collars, including, at September 30, ~~2010~~2011, ~~foreign~~collars ~~currency put options~~ with an aggregate notional amount of €1$12.45 million ~~($1.9~~to ~~million,~~manage at the ~~September 30,~~exposure ~~2010~~to ~~exchange~~the ~~rate)~~U.S. ~~and~~dollar ~~foreign~~resulting ~~currency~~from ~~call~~our ~~options with~~Sinelco anGroup ~~aggregate~~subsidiaries’ ~~notional~~purchases ~~amount~~ of €0merchandise from third-party suppliers.8 ~~million~~Sinelco’s ~~($1~~functional currency is the Euro.2 ~~million,~~The atforeign currency collar agreements held by the Company at September 30, ~~2010~~ ~~exchange~~2011 ~~rate),~~have contractual Euro to ~~manage~~U.S. ~~the~~dollar ~~exposure~~exchange torates ~~certain~~between ~~non-Euro~~1.4000 ~~currencies resulting~~and ~~from~~1.4612 ~~Sinelco’s~~and ~~purchases~~expire ofin ~~merchandise~~varying ~~from~~amounts ~~third-party~~monthly ~~suppliers~~through September 2012. ~~Sinelco’s~~ ~~functional~~In addition, the Company uses foreign currency isforwards ~~the~~to ~~Euro.~~mitigate ~~These~~its exposure to changes in foreign currency ~~options~~exchange ~~are not~~rates ~~designated~~in asconnection ~~hedges~~with ~~and~~certain dointercompany balances not ~~meet~~permanently ~~the~~invested. ~~hedge~~As ~~accounting~~such, ~~requirements~~at ~~of ASC~~September 30, ~~815~~2011, we held a foreign currency forward which enabled us to sell approximately €19.9 ~~Accordingly~~million ($26.7 million, at the ~~changes~~September 30, in2011 exchange rate) at the ~~fair~~contractual ~~value~~exchange rate of ~~these~~1.3610, a ~~derivative instruments~~foreign (currency forward which ~~are~~enabled ~~adjusted~~us ~~quarterly)~~to ~~are~~buy ~~recorded~~approximately in$18.3 ~~our~~million ~~consolidated statements~~Canadian ofdollars ~~earnings~~($17.5 ~~Selling~~million, ~~general~~at ~~and~~the ~~administrative~~September 30, ~~expenses~~2011 ~~include~~exchange ~~net gains~~rate) at the contractual exchange rate of $01.501855 ~~million related~~and toa ~~these~~ foreign currency ~~options,~~forward ~~including~~which ~~non-cash~~enabled ~~marked-~~us to~~-market~~ ~~adjustments,~~buy ~~for~~approximately ~~the fiscal~~£5.6 ~~year~~million ~~ended~~($8.7 million, at the September 30, ~~2010.~~2011 ~~During~~exchange ~~the~~rate) ~~fiscal~~at ~~year~~the ~~ended September 30,~~contractual ~~2010,~~exchange ~~these~~rate ~~derivative~~of ~~instruments~~1.5630. ~~did~~All ~~not~~the ~~have~~foreign acurrency ~~material impact~~forwards inheld ~~our~~by ~~consolidated~~the ~~results~~Company ofat ~~operations~~September 30, or2011 ~~consolidated~~expired ~~cash~~in ~~flows~~October 2011.

~~In the~~The ~~fourth~~Company’s ~~quarter~~foreign ofcurrency ~~the~~option ~~fiscal~~and ~~year~~forward ~~2010,~~agreements weare ~~entered~~not ~~into~~designated ~~four~~as ~~foreign currency~~hedges ~~forward~~and ~~agreements~~do ~~which~~not ~~expire~~currently inmeet ~~January of~~the ~~2011.~~requirements ~~Two~~for ~~foreign currency~~hedge ~~forward~~accounting. ~~agreements~~Accordingly, ~~enable~~the changes in the ~~Company~~fair value (i.e., marked-to-market ~~sell~~adjustments) of these derivative instruments (which are adjusted quarterly) are recorded in selling, general and administrative expenses in ~~the~~our ~~aggregate, approximately~~consolidated ~~€5.2~~statements ~~million~~of ~~($7~~earnings.1 During ~~million~~the atfiscal ~~the~~year ended September 30, ~~2010 exchange~~2011, ~~rate)~~these atderivative ~~the~~instruments ~~weighted~~did ~~average~~not ~~forward~~have ~~exchange~~a ~~rate~~material impact in our consolidated results of ~~1.3073.~~operations ~~The other~~or ~~two~~consolidated ~~foreign~~cash flows.

Table of Contents

currency forward agreements enable the Company to buy, in the aggregate, approximately $7.0 million Canadian dollars ($6.8 million at the September 30, 2010 exchange rate) at the weighted average forward exchange rate of 1.0277. These foreign currency forward agreements are not designated as hedges and do not meet the hedge accounting requirements of ASC 815. Accordingly, the changes in the fair value of these derivative instruments (which are adjusted quarterly) are recorded in our consolidated statements of earnings. Selling, general and administrative expenses include net non-cash losses from marked-to-market adjustments related to these foreign currency forward contracts of $0.3 million for the fiscal year ended September 30, 2010. During the fiscal year ended September 30, 2010, these derivative instruments did not have a material impact in our consolidated results of operations or consolidated cash flows.

Interest rate risk

As a result of the debt financing incurred in connection with the Separation Transactions, we are subject to interest rate market risk in connection with our long-term debt. The principal interest rate exposure relates to amounts borrowed under the ~~Term~~term ~~Loan~~loan B and the ABL facilities. Based on the approximately $~~843~~696.9 million of borrowings under the ~~Term~~term ~~Loan~~loan B facility and the ABL ~~facilities~~ credit facility as of September 30, ~~2010~~2011, a change in the estimated applicable interest rate up or down by 1/8% will increase or decrease earnings, before provision for income taxes, by approximately $10.19 million on an annual basis, without considering the effect of any interest rate swap agreements we may have from time to time.

We are sensitive to interest rate fluctuations. In order to enhance our ability to manage risk relating to cash flow and interest rate exposure, we and/or our other subsidiaries who are borrowers under the ABL credit facility may from time to time enter into and maintain derivative instruments, such as interest rate swap agreements, for periods consistent with the related underlying exposures. In addition, pursuant to the agreement underlying our ~~Term~~term ~~Loans~~loan facilities we hedge a portion of our floating interest rate exposure for a specified period as more fully described below. We do not purchase or hold any derivative instruments for speculative or trading purposes.

In November 2006, we entered into ~~four~~certain interest rate swap agreements with an aggregate notional amount of $500 million. ~~Interest~~These interest rate swap agreements ~~with an aggregate notional amount of $150 million~~ expired inon ~~November 2008~~or ~~and agreements~~before ~~with a notional amount of $350 million expired in~~ November 2009~~. These~~ ~~interest~~and ~~rate~~were ~~swap agreements did~~ not ~~qualify~~designated as hedges and, ~~therefore~~ accordingly, the ~~change~~changes in ~~the~~ fair value of these interest rate swap agreements, (which were adjusted quarterly,) were recorded in interest expense in our consolidated statements of earnings.

In ~~May~~ the fiscal year 2008, wethe Company entered into ~~two additional~~ interest rate swap agreements with an aggregate notional amount of $300.0 million ~~(each agreement with a notional amount of $150 million)~~. These agreements expire onin May ~~31,~~ 2012 and enable usthe Company to convert a portion of ~~our~~its variable -interest rate obligations to fixed-interest rate obligations in connection with the term loan facilities, with interest ranging from 5.818% to 6.090%. Interest payments related to our term loans are impacted by changes in LIBOR. These agreements are designated as effective cash flow hedges~~, in accordance with ASC 815~~. Accordingly, the changes in the fair value of these derivative instruments are recorded quarterly, net of income tax, in accumulated other comprehensive (loss) income (“OCI”) until the hedged obligation is settled or the swap agreements expire, whichever is earlier. Any hedge ineffectiveness, ~~as this term~~ is ~~used~~ ~~in ASC 815, is~~ recognized in interest expense in our consolidated statements of earnings.

Credit risk

We are exposed to credit risk on certain assets, primarily cash equivalents, short-term investments and accounts receivable. We believe that the credit risk associated with cash equivalents and short-term investments, if any, is largely mitigated by our policy of investing in a diversified portfolio of securities with high credit ratings.

We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations. We believe that our exposure to concentrations of credit risk with respect to trade receivables is largely mitigated by our broad customer base. We believe our allowance for doubtful accounts is sufficient to cover customer credit risks.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Please see “Index to Financial Statements” which is located on page 6665 of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Background. Attached as exhibits to this Annual Report on Form 10-K are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications. Part II, Item 8 — Financial Statements and Supplementary Data of this Annual Report on Form 10-K sets forth the attestation report of KPMG LLP, our independent registered public accounting firm, regarding its audit of our internal control over financial reporting. This section should be read in conjunction with the certifications and the KPMG attestation report for a more complete understanding of the topics presented.

Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our CEO and CFO, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The controls evaluation was conducted by our Disclosure Committee, comprised of senior representatives from our finance, accounting, internal audit, and legal departments under the supervision of our CEO and CFO.

Table of Contents

Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Exchange Act, are attached as exhibits to this Annual Report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this Annual Report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis, and to maintain them as dynamic systems that change as conditions warrant.

Conclusions regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of September 30, ~~2010~~2011, we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting.

Management of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to management and our Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Table of Contents

All internal control systems, no matter how well designed, have inherent limitations. A system of internal controls may become inadequate over time because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, ~~2010~~2011 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on this assessment, management has concluded that, as of September 30, ~~2010~~2011 our internal control over financial reporting was effective 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 based on such criteria.

Report of Independent Registered Public Accounting Firm. Please refer to KPMG’s Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting on page F-1 of the financial statements, which begin on page 6665 of this Annual Report.

Changes in Internal Control over Financial Reporting. During our last fiscal quarter, there have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

5756

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Omitted pursuant to General Instruction I to Form 10-K

ITEM 11. EXECUTIVE COMPENSATION

Omitted pursuant to General Instruction I to Form 10-K

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Omitted pursuant to General Instruction I to Form 10-K

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Omitted pursuant to General Instruction I to Form 10-K

5857

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Annual Report:

(a) Financial Statements and Financial Statement Schedules

Please see “Index to Financial Statements” which is located on page 6665 of this Annual Report.

(b) Exhibits Required by Securities and Exchange Commission Regulation S-K

The following exhibits are filed as part of this Annual Report or are incorporated herein by reference:

Exhibits

Exhibit No.		Description
2.1		Investment Agreement, dated as of June 19, 2006, among Alberto-Culver Company, New Aristotle Company, Sally Holdings, Inc., New Sally Holdings, Inc. and CDRS Acquisition LLC, which is incorporated herein by reference from Exhibit 2.1 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006†
2.2		First Amendment to the Investment Agreement, dated as of October 3, 2006, among Alberto-Culver Company, New Aristotle Company, Sally Holdings, Inc., New Sally Holdings, Inc. and CDRS Acquisition LLC, which is incorporated herein by reference from Exhibit 2.2 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006†
2.3		Second Amendment to the Investment Agreement, dated as of October 26, 2006, among Alberto-Culver Company, New Aristotle Company, Sally Holdings, Inc., New Sally Holdings, Inc. and CDRS Acquisition LLC, which is incorporated herein by reference from Exhibit 2.02 to the Current Report on Form 8-K of New Sally Holdings, Inc. (File No. 333-136259) filed on October 30, 2006†
2.4		Separation Agreement, dated as of June 19, 2006, among Alberto-Culver Company, Sally Holdings, Inc., New Sally Holdings, Inc. and New Aristotle Holdings, Inc., which is incorporated herein by reference from Exhibit 2.3 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006†
2.5		First Amendment to the Separation Agreement, dated as of October 3, 2006, among Alberto-Culver Company, Sally Holdings, Inc., New Sally Holdings, Inc. and New Aristotle Holdings, Inc., which is incorporated herein by reference from Exhibit 2.4 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006†
2.6		Second Amendment to the Separation Agreement, dated as of October 26, 2006, among Alberto-Culver Company, Sally Holdings, Inc., New Sally Holdings, Inc. and New Aristotle Holdings, Inc., which is incorporated herein by reference from Exhibit 2.01 to the Current Report on Form 8-K of New Sally Holdings, Inc. (File No. 333-136259) filed on October 30, 2006†
2.7		Agreement and Plan of Merger by and among Beauty Systems Group LLC, Lady Lynn Enterprises, Inc., Schoeneman Beauty Supply, Inc., the Shareholders and F. Dale Schoeneman, dated September 30, 2009, which is incorporated herein by reference from Exhibit 10.27 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009†
2.8		Stock Purchase Agreement entered into on October 1, 2010 by and among Beauty Systems Group LLC, Aerial Company, Inc. and the stockholders named therein, which is incorporated herein by reference from Exhibit 2.7 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings Inc., filed on February 3, 2011†
3.1		Certificate of Formation of Sally Holdings LLC, which is incorporated herein by reference from Exhibit 3.1 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
3.2		Limited Liability Company Agreement of Sally Holdings LLC, which is incorporated herein by reference from Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
4.1		Stockholders Agreement, dated as of November 16, 2006, by and among Sally Beauty Holdings, Inc., CDRS Acquisition LLC, CD&R Parallel Fund VII, L.P. and the other stockholders party thereto, which is incorporated herein by reference from Exhibit 4.8 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
4.2		First Amendment to the Stockholders Agreement, dated as of December 13, 2006, between Sally Beauty Holdings, Inc. and CDRS Acquisition LLC and Carol L. Bernick, as representative of the other stockholders, which is incorporated herein by

Table of Contents

4.2		First Amendment to the Stockholders Agreement, dated as of December 13, 2006, between Sally Beauty Holdings, Inc. and CDRS Acquisition LLC and Carol L. Bernick, as representative of the other stockholders, which is incorporated herein by reference from Exhibit 4.2 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on December 22, 2006

4.3		Indenture, dated as of November 16, 2006, by and among Sally Holdings LLC and Sally Capital Inc., as Co-Issuers, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.4		First Supplemental Indenture, dated as of May 30, 2007, by and among Sally Holdings LLC and Sally Capital Inc., as co-Issuers, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as trustee, governing the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.2 from the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007

4.5		Indenture, dated as of November 16, 2006, by and among Sally Holdings LLC and Sally Capital Inc., as Co-Issuers, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.6		First Supplemental Indenture, dated as of May 30, 2007, by and among Sally Holdings LLC and Sally Capital Inc., as co-Issuers, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as trustee, governing the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.4 from the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007

4.7		Exchange and Registration Rights Agreement, dated as of November 16, 2006, by and among Sally Holdings LLC, Sally Capital Inc., the Subsidiary Guarantors parties thereto, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and the other financial institutions named therein, relating to the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.8		Exchange and Registration Rights Agreement, dated as of November 16, 2006, by and among Sally Holdings LLC, Sally Capital Inc., the Subsidiary Guarantors parties thereto, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and the other financial institutions named therein, relating to the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.4 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.9		Credit Agreement, dated November 16, 2006, with respect to a Term Loan Facility, by and among Sally Holdings LLC, the several lenders from time to time parties thereto, and Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.5.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.10		Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Investment Holdings LLC, Sally Holdings LLC and certain subsidiaries of Sally Holdings LLC in favor of Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.5.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.11		Credit Agreement, dated November 16, 2006, with respect to an Asset-Based Loan Facility, among Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, any Canadian Borrower from time to time party thereto, certain subsidiaries of Sally Holdings LLC, the several lenders from time to time parties thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent, and Merrill Lynch Capital Canada Inc., as Canadian Agent and Canadian Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.12		U.S. Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Investment Holdings LLC, Sally Holdings LLC and certain subsidiaries of Sally Holdings LLC in favor of Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.13		Canadian Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Beauty (Canada) Corporation, Beauty Systems Group (Canada), Inc., Sally Beauty Canada Holdings Inc. and certain of their respective subsidiaries in favor of Merrill Lynch Capital Canada Inc., as Canadian Agent and Canadian Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

4.14		Intercreditor Agreement, dated as of November 16, 2006, by and between Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent under the Term Loan Facility, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent under the Asset-Based Loan Facility, which is incorporated herein by reference from Exhibit 4.7 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006

Table of Contents

		reference from Exhibit 4.2 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on December 22, 2006
4.15		Assignment and Acceptance of that certain Credit Agreement, dated as of November 16, 2006, among Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, the Canadian Borrowers (as defined in the Credit Agreement), the several banks and other financial institutions from time to time parties thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as administrative agent and collateral agent for the Lenders and Merrill Lynch Capital Canada, Inc., as Canadian agent and Canadian collateral agent for the Lenders, which is incorporated herein by reference from Exhibit 4.15 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
4.3		Indenture, dated as of November 16, 2006, by and among Sally Holdings LLC and Sally Capital Inc., as Co-Issuers, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
4.16		Credit Agreement dated as of November 12, 2010 among Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, as domestic borrowers, Beauty Systems Group (Canada), Inc., as Canadian borrower, SBH Finance B.V., as foreign borrower, the guarantors from time to time party hereto, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A. (acting through its Canada branch), as Canadian agent, the other lenders party hereto, JPMorgan Chase Bank, N.A., as documentation agent, Wells Fargo Capital Finance, LLC, as syndication agent, Banc of America Securities LLC, Wells Fargo Capital Finance, LLC, as joint lead arrangers and joint book managers, which is incorporated herein by reference from Exhibit 4.13 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on February 3, 2011
4.4		First Supplemental Indenture, dated as of May 30, 2007, by and among Sally Holdings LLC and Sally Capital Inc., as co-Issuers, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as trustee, governing the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.2 from the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
4.17		Security Agreement by Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, as the domestic borrowers and the other domestic borrowers and domestic guarantors party hereto from time to time and Bank of America, N.A. as collateral agent dated as of November 12, 2010, which is incorporated herein by reference from Exhibit 4.14 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on February 3, 2011
4.5		Indenture, dated as of November 16, 2006, by and among Sally Holdings LLC and Sally Capital Inc., as Co-Issuers, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
4.18		Security Agreement by Beauty Systems Group (Canada), Inc., as the Canadian borrower and Bank of America, N.A., (acting through its Canada branch), as Canadian agent dated as of November 12, 2010, which is incorporated herein by reference from Exhibit 4.15 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on February 3, 2011
4.6		First Supplemental Indenture, dated as of May 30, 2007, by and among Sally Holdings LLC and Sally Capital Inc., as co-Issuers, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as trustee, governing the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.4 from the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
4.19		Indenture, dated as of November 8, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Wells Fargo Bank, National Association (including the form of Note attached as an exhibit thereto), which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report Form on 8-K filed on November 9, 2011
4.7		Exchange and Registration Rights Agreement, dated as of November 16, 2006, by and among Sally Holdings LLC, Sally Capital Inc., the Subsidiary Guarantors parties thereto, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and the other financial institutions named therein, relating to the 9.25% Senior Notes due 2014, which is incorporated herein by reference from Exhibit 4.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
4.20		Registration Rights Agreement, dated as of November 8, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, which is incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 9, 2011
4.8		Exchange and Registration Rights Agreement, dated as of November 16, 2006, by and among Sally Holdings LLC, Sally Capital Inc., the Subsidiary Guarantors parties thereto, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and the other financial institutions named therein, relating to the 10.5% Senior Subordinated Notes due 2016, which is incorporated herein by reference from Exhibit 4.4 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.1		Tax Allocation Agreement, dated as of June 19, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.1 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
4.9		Credit Agreement, dated November 16, 2006, with respect to a Term Loan Facility, by and among Sally Holdings LLC, the several lenders from time to time parties thereto, and Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.5.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.2		First Amendment to the Tax Allocation Agreement, dated as of October 3, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
4.10		Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Investment Holdings LLC, Sally Holdings LLC and certain subsidiaries of Sally Holdings LLC in favor of Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.5.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.3		Second Amendment to the Tax Allocation Agreement, dated as of October 26, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.01 to the Current Report on Form 8-K of New Sally Holdings, Inc. filed on October 30, 2006
4.11		Credit Agreement, dated November 16, 2006, with respect to an Asset-Based Loan Facility, among Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, any Canadian Borrower from time to time party thereto, certain subsidiaries of Sally Holdings LLC, the several lenders from time to time parties thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent, and Merrill Lynch Capital Canada Inc., as Canadian Agent and Canadian Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.4		Employee Matters Agreement, dated as of June 19, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.3 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
4.12		U.S. Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Investment Holdings LLC, Sally Holdings LLC and certain subsidiaries of Sally Holdings LLC in favor of Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.5		First Amendment to the Employee Matters Agreement, dated October 3, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.4 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
4.13		Canadian Guarantee and Collateral Agreement, dated as of November 16, 2006, made by Sally Beauty (Canada) Corporation, Beauty Systems Group (Canada), Inc., Sally Beauty Canada Holdings Inc. and certain of their respective subsidiaries in favor of Merrill Lynch Capital Canada Inc., as Canadian Agent and Canadian Collateral Agent, which is incorporated herein by reference from Exhibit 4.6.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.6		Second Amendment to the Employee Matters Agreement, dated as of October 26, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.02 to the Current Report on Form 8-K of New Sally Holdings, Inc. filed on October 30, 2006
4.14		Intercreditor Agreement, dated as of November 16, 2006, by and between Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent under the Term Loan Facility, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Collateral Agent under the Asset-Based Loan Facility, which is incorporated herein by reference from Exhibit 4.7 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on November 22, 2006
10.7		Termination Agreement, dated as of June 18, 2006, among Alberto-Culver Company, Sally Holdings, Inc. and Gary G. Winterhalter, which is incorporated herein by reference from Exhibit 10.9 to the Current Report on Form 8-K filed by Alberto-Culver Company on June 22, 2006
10.8		Form of First Amendment to the Termination Agreement with Gary G. Winterhalter, which is incorporated herein by

Table of Contents

4.15		Assignment and Acceptance of that certain Credit Agreement, dated as of November 16, 2006, among Sally Holdings LLC, Beauty Systems Group LLC, Sally Beauty Supply LLC, the Canadian Borrowers (as defined in the Credit Agreement), the several banks and other financial institutions from time to time parties thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as administrative agent and collateral agent for the Lenders and Merrill Lynch Capital Canada, Inc., as Canadian agent and Canadian collateral agent for the Lenders, which is incorporated herein by reference from Exhibit 4.15 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
		reference from Exhibit 10.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on January 29, 2007
10.1		Tax Allocation Agreement, dated as of June 19, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.1 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
10.9		Sally Beauty Holdings, Inc. Independent Director Compensation Policy, which is incorporated herein by reference from Exhibit 10.12 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.2		First Amendment to the Tax Allocation Agreement, dated as of October 3, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
10.10		Alberto-Culver Company 2003 Stock Option Plan for Non-Employee Directors, which is incorporated herein by reference from Exhibit 10.17 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
10.3		Second Amendment to the Tax Allocation Agreement, dated as of October 26, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.01 to the Current Report on Form 8-K of New Sally Holdings, Inc. filed on October 30, 2006
10.11		Alberto-Culver Company 2003 Restricted Stock Plan, which is incorporated herein by reference from Exhibit 10.18 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
10.4		Employee Matters Agreement, dated as of June 19, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.3 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
10.12		Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 4.4 to the Registration Statement on Form S-8 of Sally Beauty Holdings, Inc. filed on May 3, 2007
10.5		First Amendment to the Employee Matters Agreement, dated October 3, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.4 to Amendment No. 3 to the Registration Statement on Form S-4 of New Sally Holdings, Inc. (File No. 333-136259) filed on October 10, 2006
10.13		Form of Stock Option Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.6		Second Amendment to the Employee Matters Agreement, dated as of October 26, 2006, among Alberto-Culver Company, New Aristotle Holdings, Inc., New Sally Holdings, Inc. and Sally Holdings, Inc., which is incorporated herein by reference from Exhibit 10.02 to the Current Report on Form 8-K of New Sally Holdings, Inc. filed on October 30, 2006
10.14		2007 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed April 27, 2007
10.7		Support Agreement, dated as of June 19, 2006, among CDRS Acquisition LLC, Alberto-Culver Company, New Sally Holdings, Inc. and the stockholders party thereto, which is incorporated herein by reference from Exhibit 10.10 to the Current Report on Form 8-K filed by Alberto-Culver Company on June 22, 2006
10.15		2007 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.8		Support Agreement, dated as of June 19, 2006, among CDRS Acquisition LLC, Alberto-Culver Company, New Sally Holdings, Inc. and Howard B. Bernick, which is incorporated herein by reference from Exhibit 10.11 to the Current Report on Form 8-K filed by Alberto-Culver Company on June 22, 2006
10.16		2007 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.4 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.9		Termination Agreement, dated as of June 18, 2006, among Alberto-Culver Company, Sally Holdings, Inc. and Gary G. Winterhalter, which is incorporated herein by reference from Exhibit 10.9 to the Current Report on Form 8-K filed by Alberto-Culver Company on June 22, 2006
10.17		2009 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.23 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.10		Form of First Amendment to the Termination Agreement with Gary G. Winterhalter, which is incorporated herein by reference from Exhibit 10.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on January 29, 2007
10.18		2009 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.24 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.11		Sally Beauty Holdings, Inc. Independent Director Compensation Policy, which is incorporated herein by reference from Exhibit 10.12 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.19		2009 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.25 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.12		Alberto-Culver Company 2003 Stock Option Plan for Non-Employee Directors, which is incorporated herein by reference from Exhibit 10.17 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
10.20		Tax Sharing Agreement, dated as of November 16, 2006, made and entered into by and among Sally Beauty Holdings, Inc., Sally Investment Holdings LLC and Sally Holdings LLC, which is incorporated herein by reference from Exhibit 10.14 of the Quarterly Report on Form 10-Q of Sally Holdings LLC and Sally Capital Inc. filed on August 29, 2007
10.13		Alberto-Culver Company 2003 Restricted Stock Plan, which is incorporated herein by reference from Exhibit 10.18 to the Registration Statement on Form S-4 (File No. 333-144427) of Sally Holdings LLC and Sally Capital Inc. filed on July 9, 2007
10.21		Form of Option Exercise Period Extension Agreement for Retired Executives, which is incorporated herein by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on May 6, 2009
10.14		Sally Beauty Holdings, Inc. Annual Incentive Plan, which is incorporated herein by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on May 8, 2008
10.22		Amendment and Restated Alberto-Culver Company Employee Stock Option Plan of 2003, which is incorporated herein by reference from Exhibit 10.28 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.15		Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 4.4 to the Registration Statement on Form S-8 of Sally Beauty Holdings, Inc. filed on May 3, 2007
10.23		2010 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.29 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.16		Form of Stock Option Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.1 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.24		2010 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.30 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.25		2010 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.31 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.26		2010 Form of Stock Option Agreement for Employees pursuant to the Alberto-Culver Company Employee Stock Option Plan of 2003, which is incorporated herein by reference from Exhibit 10.32 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.27		Form of Amended and Restated Indemnification Agreement with Directors, which is incorporated herein by reference from Exhibit 10.33 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009

Table of Contents

10.17		2007 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.2 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed April 27, 2007
10.28		Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Appendix A to the Definitive Proxy Statement on Schedule 14A of Sally Beauty Holdings, Inc. filed on December 11, 2009
10.18		2007 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.3 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.29		Amended and Restated Letter Agreement between Clayton, Dubilier & Rice, LLC (“CD&R”) and Sally Beauty Holdings, Inc. with respect to the provision of services by CD&R to Sally Beauty Holdings, Inc.’s Board of Directors dated as of February 24, 2010, which is incorporated herein by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on May 4, 2010
10.19		2007 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.4 to the Current Report on Form 8-K of Sally Beauty Holdings, Inc. filed on April 27, 2007
10.30		2011 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.33 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010
10.20		2009 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.23 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.31		2011 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.34 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010
10.21		2009 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.24 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.32		2011 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.35 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010
10.22		2009 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.25 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 20, 2008
10.33		Purchase Agreement, dated as of November 3, 2011, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors listed therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2011
10.23		Tax Sharing Agreement, dated as of November 16, 2006, made and entered into by and among Sally Beauty Holdings, Inc., Sally Investment Holdings LLC and Sally Holdings LLC, which is incorporated herein by reference from Exhibit 10.14 of the Quarterly Report on Form 10-Q of Sally Holdings LLC and Sally Capital Inc. filed on August 29, 2007
10.34		Form of Sally Beauty Holdings, Inc. 2012 Annual Incentive Plan, which is incorporated herein by reference from Exhibit 10.34 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 16, 2011.
10.24		Form of Option Exercise Period Extension Agreement for Retired Executives, which is incorporated herein by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of Sally Beauty Holdings, Inc. filed on May 6, 2009
23.1		Consent of KPMG*
10.25		Amendment and Restated Alberto-Culver Company Employee Stock Option Plan of 2003, which is incorporated herein by reference from Exhibit 10.28 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Gary G. Winterhalter*
10.26		2010 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.29 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Mark J. Flaherty*
10.27		2010 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.30 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
32.1		Section 1350 Certification of Gary G. Winterhalter*
10.28		2010 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.31 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
32.2		Section 1350 Certification of Mark J. Flaherty *
10.29		2010 Form of Stock Option Agreement for Employees pursuant to the Alberto-Culver Company Employee Stock Option Plan of 2003, which is incorporated herein by reference from Exhibit 10.32 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
101		Pursuant to Rule 406T of Regulation S-T, the following financial information from our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.
10.30		Form of Amended and Restated Indemnification Agreement with Directors, which is incorporated herein by reference from Exhibit 10.33 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 19, 2009
10.31		Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Appendix A to the Definitive Proxy Statement on Schedule 14A of Sally Beauty Holdings, Inc. filed on December 11, 2009
10.32		Amended and Restated Letter Agreement between Clayton, Dubilier & Rice, LLC (“CD&R”) and Sally Beauty Holdings, Inc. with respect to the provision of services by CD&R to Sally Beauty Holdings, Inc. Board of Directors dated as of February 24, 2010, which is incorporated herein by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of Sally Beauty Holding, Inc. filed on May 4, 2010
10.33		2011 Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.32 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010
10.34		2011 Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.32 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010

Table of Contents

10.35		2011 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2010 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.32 to the Annual Report on Form 10-K of Sally Beauty Holdings, Inc. filed on November 18, 2010
23.1		Consent of KPMG*
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Gary G. Winterhalter*
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Mark J. Flaherty*
32.1		Section 1350 Certification of Gary G. Winterhalter*
32.2		Section 1350 Certification of Mark J. Flaherty *

*Included herewith

† Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request

6362

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the ~~18th~~16th day of November, ~~2010~~2011.

SALLY HOLDINGS LLC By: /s/ ~~GARY~~Gary G. ~~WINTERHALTER~~Winterhalter Gary G. Winterhalter President, Chief Executive Officer * By: /s/ ~~MARK~~Mark J. ~~FLAHERTY~~Flaherty Mark J. Flaherty Senior Vice President and Chief Financial Officer By: /s/ ~~JANNA~~Janna S. ~~MINTON~~Minton Janna S. Minton Vice President, Chief Accounting Officer and Controller

6463

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GARY G. WINTERHALTER	President, Chief Executive Officer (Principal Executive Officer) and Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Gary G. Winterhalter	President, Chief Executive Officer (Principal Executive Officer) and Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Gary G. Winterhalter
/s/ MARK J. FLAHERTY	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	November 18, 2010
/s/ Mark J. Flaherty	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	November 16, 2011
Mark J. Flaherty
/s/ JANNA S. MINTON	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	November 18, 2010
/s/ Janna S. Minton	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	November 16, 2011
Janna S. Minton
/s/ JAMES G. BERGES	Chairman of the Board and Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ James G. Berges	Chairman of the Board and Director of Sally Beauty Holdings, Inc.*	November 16, 2011
James G. Berges
/s/ KATHLEEN J. AFFELDT	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Kathleen J. Affeldt	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Kathleen J. Affeldt
/s/ MARSHALL E. EISENBERG	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Marshall E. Eisenberg	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Marshall E. Eisenberg
/s/ KENNETH A. GIURICEO	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Kenneth A. Giuriceo	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Kenneth A. Giuriceo
/s/ ROBERT R. MCMASTER	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Robert R. McMaster	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Robert R. McMaster
/s/ WALTER L. METCALFE JR.	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Walter L. Metcalfe Jr.	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Walter L. Metcalfe Jr.
/s/ JOHN A. MILLER	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ John A. Miller	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
John A. Miller
/s/ MARTHA MILLER DE LOMBERA	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Martha J. Miller	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Martha Miller de Lombera
Martha J. Miller
/s/ EDWARD W. RABIN	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Edward W. Rabin	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Edward W. Rabin
/s/ RICHARD J. SCHNALL	Director of Sally Beauty Holdings, Inc.*	November 18, 2010
/s/ Richard J. Schnall	Director of Sally Beauty Holdings, Inc.*	November 16, 2011
Richard J. Schnall

* Director of Sally Beauty Holdings, Inc., sole member of Sally Investment Holdings LLC, sole member of Sally Holdings LLC.

6564

Table of Contents

SALLY HOLDINGS LLC AND SUBSIDIARIES

Financial Statements

Years ended September 30, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009

INDEX TO FINANCIAL STATEMENTS

	Page	~~Page~~
Report of Independent Registered Public Accounting Firm	F-1	~~F-1~~
Consolidated Financial Statements:	F-3	~~F-3~~
Consolidated Balance Sheets as of September 30, 2010 and 2009		F-4
Consolidated Balance Sheets as of September 30, 2011 and 2010	F-4
Consolidated Statements of Earnings for the years ended September 30, 2010, 2009 and 2008		F-5
Consolidated Statements of Earnings for the years ended September 30, 2011, 2010 and 2009	F-5
Consolidated Statements of Cash Flows for the years ended September 30, 2010, 2009 and 2008		F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2011, 2010 and 2009	F-6
Consolidated Statements of Member’s Equity (Deficit) for the years ended September 30, 2010, 2009 and 2008		F-7
Consolidated Statements of Member’s Equity (Deficit) for the years ended September 30, 2011, 2010 and 2009	F-7
Notes to Consolidated Financial Statements for the years ended September 30, 2010, 2009 and 2008		F-8
Notes to Consolidated Financial Statements for the years ended September 30, 2011, 2010 and 2009	F-8

6665

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors

Sally Beauty Holdings, Inc.:

We have audited Sally Holdings LLC’s (the Company) internal control over financial reporting as of September 30, ~~2010~~2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Sally Holdings LLC maintained, in all material respects, effective internal control over financial reporting as of September 30, ~~2010~~2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sally Holdings LLC and subsidiaries as of September 30, ~~2010~~2011 and ~~2009~~2010, and the related consolidated statements of earnings, cash flows and member’s equity (deficit) for each of the years in the three-year period ended September 30, ~~2010~~ 2011, and our report dated November 1715, ~~2010~~2011 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP KPMG LLP Dallas, Texas November 15, 2011

KPMG LLP

Dallas, Texas

November 17, 2010

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors

Sally Beauty Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Sally Holdings LLC (the Company) and subsidiaries as of September 30, ~~2010~~2011 and ~~2009~~2010, and the related consolidated statements of earnings, cash flows, and member’s equity (deficit) for each of the years in the three-year period ended September 30, ~~2010~~ 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positio

Filing Compare · SALLY HOLDINGS LLC