As filed with the Securities and Exchange Commission on ~~May~~ June 282, ~~2004~~2006.

Registration Statement No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GNC Corporation

(Exact name of registrant as specified in its charter)

Delaware		5499		72-1575170
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification ~~No.~~Number)

300 Sixth Avenue

Pittsburgh, Pennsylvania 15222

(412) 288-4600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark ~~James M~~L. ~~Sander~~ Weintrub, Esq.

Senior Vice President, Chief Legal Officer, and Secretary

GNC Corporation

300 Sixth Avenue

Pittsburgh, Pennsylvania 15222

(412) 288-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of All Communications to:

Jeffrey H. Cohen, Esq. Jennifer A. Bensch, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000/(213) 687-5600 (Facsimile) Gary A. Kashar, Esq. Latham & Watkins LLP 53rd At Third 885 Third Avenue New York, New York 10022-4834 (212) 906-1200/(212) 751-4864 (Facsimile)


Randall G. Ray, Esq.		Kirk A. Davenport II, Esq.
Gardere Wynne Sewell LLP		Latham & Watkins LLP
1601 Elm Street, Suite 3000		53rd At Third
Dallas, Texas 75201		885 Third Avenue
(214) 999-4544/(214) 999-3544 (Facsimile)		New York, New York 10022-4834
		(212) 906-1200/(212) 751-4864 (Facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Proposed Maximum		Amount of
		Proposed Maximum		Amount of
Securities to be Registered	Offering Price(1)(2)		Registration Fee
		Aggregate Offering		Registration
Common Stock, par value $.01 per share	$345,000,000		$43,711.50
		Price(1)(2)		Fee
Common Stock $0.01 par value		$400,000,000		$42,800

(1)	Includes shares that the underwriters have the option to purchase to cover ~~over-allotments~~overallotments, if any.
(2)	Estimated solely for the ~~purpose~~purposes of calculating the registration fee pursuant to Rule 457(o) ofunder the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which ~~specifically~~ specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act ~~of 1933~~ or until this Registration Statement shall ~~become~~ become effective on such date as the ~~Securities and Exchange Commission~~SEC, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting ~~any~~an ~~offers~~offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion~~, dated May 28,~~ ~~2004.~~

Preliminary Prospectus dated June , 2006

PROSPECTUS

Shares

GNC Corporation

Common Stock

WeThis ~~are offering shares of~~is ~~our~~GNC ~~common~~Corporation’s ~~stock in this~~ initial public offering. Weof ~~intend~~its tocommon ~~use~~stock. ~~the~~We ~~proceeds~~are ~~from~~selling shares and shares are being sold inby ~~this~~our ~~offering,~~stockholders. ~~less~~We ~~the~~will ~~underwriting~~not ~~discount,~~receive toany ~~repurchase~~proceeds ~~that~~from ~~same~~the ~~number~~sale of ~~shares from GNC Investors, LLC,~~ our ~~principal~~common ~~stockholder,~~stock atby ~~a price per share equal to~~ the ~~public offering price per share, less the underwriting~~selling ~~discounts, we receive from this offering~~stockholders.

No public market currently exists for our common stock. We will apply to list our common stock on the New York Stock Exchange under the symbol “GNC.” We anticipate that the initial public offering price of our common stock will be between $ and $ per share.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 12 of this prospectus.

Per Share Total Public ~~Offering~~offering ~~Price~~price $ $ Underwriting ~~Discount~~discount $ $ Proceeds, before expenses, to GNC Corporation ($ $ Proceeds, before expenses), to the selling stockholders $ $

WeThe selling stockholders have granted the underwriters a 30-day option to to purchase up to additional shares of common stock at the public offering price, less the underwriting discount, to cover ~~over-allotments~~overallotments, if any. ToWe ~~the extent that the underwriters exercise this option, we~~ will ~~use~~ ~~all~~not ofreceive ~~the~~any proceeds ~~we receive~~ from the exercise of ~~this option, less~~ the ~~underwriting discount, to repurchase that same number~~overallotment ~~of shares from GNC Investors, LLC at a price per share equal to the public offering price per share, less the underwriting discounts~~option.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~Lehman~~The ~~Brothers,~~shares onwill ~~behalf~~be ofready ~~the~~for ~~underwriters, expects~~delivery ~~to deliver the shares~~ on or about , ~~2004~~2006.

~~Joint~~Merrill ~~Book-Running~~Lynch ~~Managers~~ & Co. Lehman Brothers UBS Investment Bank

~~LEHMAN~~ The ~~BROTHERS~~date ~~GOLDMAN,~~of ~~SACHS~~this ~~& CO.~~prospectus is , 2006

JointTable Leadof Manager Contents

~~UBS~~[Inside ~~INVESTMENT~~front ~~BANK~~cover and back cover]

~~Co-Managers~~[Map of our locations]

~~JPMORGAN~~ [Photographs ~~MERRILL~~of ~~LYNCH~~our &target ~~CO.~~customers, pursuing healthy lifestyles]

[Photographs of our operations, including stores, ~~2004~~manufacturing facilities, and distribution centers]

[Screen shot of www.gnc.com]

[Photographs of our private brand products]

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		12
Special Note Regarding Forward-Looking Statements		2423
Use of Proceeds		2524
Dividend Policy		2524
Capitalization		2625
Dilution		2726
Unaudited Pro Forma Consolidated Financial Data		28
Selected Consolidated Financial Data		27
Selected Consolidated Financial Data		34
Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Business		56
Business		59
Management		76
Management		77
Principal and Selling Stockholders		91
Certain Relationships and Related Party Transactions		90
Certain Relationships and Related Transactions		93
Principal Stockholders		91
Description of Capital Stock		100
Description of Capital Stock		93
Description of Certain Debt		104
Description of Certain Indebtedness		97
Shares Eligible for Future Sale		106
Shares Eligible for Future Sale		99
United States Federal Income Tax Consequences to Non-U.S. Holders		109
United States Federal Income Tax Consequences to Non-U.S. Holders		101
Underwriting		111
Underwriting		103
Legal Matters		115
Legal Matters		107
Experts		115
Experts		107
Where You Can Find More Information		116
Where You Can Find More Information		107
Index to Consolidated Financial Statements		F-1
EXHIBIT 10.26
EX-10.34
EXHIBIT 10.27
EX-10.36
EXHIBIT 10.28
EX-21.1
EXHIBIT 21.1
EX-23.1
EXHIBIT 23.1
EX-23.2
EXHIBIT 23.2

~~You~~Through ~~should~~and including , 2006 ~~rely~~(the ~~only~~25th onday after the ~~information~~date ~~contained in~~of this prospectus.), Weall dealers ~~have~~effecting ~~not~~transactions ~~authorized~~in ~~anyone~~these tosecurities, ~~provide~~whether ~~you~~or ~~with~~not ~~information~~participating ~~that~~in isthis ~~different~~offering, ~~from~~may ~~that~~be ~~contained~~required into ~~this~~deliver a prospectus. This ~~prospectus~~ is ~~not~~in anaddition ~~offer~~ to ~~sell~~the ordealers’ aobligation ~~solicitation of an offer~~ to ~~buy~~deliver ~~shares~~a ~~in any jurisdiction where such offer or any sale of shares would be unlawful. The information in this~~ prospectus iswhen ~~complete~~acting ~~and accurate only~~ as of ~~the~~underwriters ~~date~~and ~~on the front cover regardless of the time of~~with ~~delivery~~respect ofto ~~this~~their ~~prospectus~~unsold allotments or ~~of any sale of shares~~subscriptions.

~~This~~ABOUT ~~prospectus~~THIS ~~includes market and industry data~~PROSPECTUS that we obtained from industry publications and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.

WeYou ~~own~~should orrely ~~have~~only ~~rights~~on tothe ~~trademarks~~information orcontained ~~trade~~in this ~~names~~prospectus. ~~that~~We wehave ~~use~~not inauthorized ~~conjunction~~anyone ~~with~~to ~~the~~provide ~~operation~~you ~~of our~~with ~~business.~~information ~~Our~~that ~~service~~is ~~marks~~different ~~and~~from ~~trademarks~~that ~~include~~contained ~~the~~in ~~GNC®~~this ~~name~~prospectus. ~~Each~~This ~~trademark,~~prospectus ~~trade~~is ~~name~~not oran ~~service~~offer ~~mark~~to ofsell ~~any~~or ~~other~~a ~~company~~solicitation ~~appearing~~of inan ~~this~~offer ~~prospectus~~to ~~belongs~~buy toshares ~~its~~in ~~holder.~~any ~~Use~~jurisdiction where oran ~~display~~offer byor ussale of ~~other~~shares ~~parties’~~would ~~trademarks,~~be ~~trade~~unlawful. ~~names or~~The ~~service~~information ~~marks~~in this prospectus is ~~not~~complete ~~intended~~and toaccurate ~~and~~only ~~does~~as ~~not~~of ~~imply~~the adate on ~~relationship~~the ~~with,~~front orcover ~~endorsement~~regardless orof ~~sponsorship~~the bytime usof delivery of, ~~the~~this ~~trademark,~~prospectus ~~trade~~or ~~name~~of orany ~~service~~sale ~~mark~~of ~~owner~~shares.

~~This~~Throughout this prospectus, ~~refers~~we touse ~~brand~~market ~~names, trademarks,~~data ~~service~~and ~~marks~~industry forecasts and ~~trade~~projections ~~names~~that ofwe ~~other~~have ~~companies~~obtained ~~and~~from market ~~organizations~~research, publicly available information, and ~~these~~industry publications. ~~brand~~The ~~names,~~industry ~~trademarks,~~forecasts ~~service~~and ~~marks~~projections are based on industry surveys and ~~trade~~the ~~names~~preparers’ ~~are~~experience in the industry, ~~property~~and we cannot give you any assurance that any of ~~their~~the projected ~~respective~~results ~~holders~~will be achieved.

~~Until ,~~We own or have rights to trademarks or trade names that we use ~~2004,~~in ~~25 days~~conjunction ~~after~~with the ~~date~~operation of ~~this~~our ~~offering,~~business. ~~all~~Our ~~dealers~~service ~~that~~marks ~~effect~~and ~~transactions~~trademarks ininclude ~~these~~the GNC® name. ~~securities~~Each trademark, ~~whether~~trade name, or ~~not~~service mark of any other ~~participating~~company appearing in this ~~offering,~~prospectus ~~may~~belongs ~~be required~~ to ~~deliver~~its ~~a prospectus~~holder. ~~This~~Use or isdisplay inby ~~addition~~us toof ~~the~~other ~~dealer~~parties’s ~~obligation~~trademarks, trade names, or service marks is not intended to ~~deliver~~and does not imply a relationship ~~prospectus~~with, ~~when~~or ~~acting~~endorsement asor ansponsorship ~~underwriter~~by ~~and~~us ~~with~~of, the ~~respect~~trademark, totrade ~~unsold~~name, ~~allotments~~ or ~~subscriptions~~service mark owner.

The contents of our website, www.gnc.com, are not a part of this prospectus.

We refer to the terms EBITDA and Adjusted EBITDA in various places in this prospectus. For the definitions of EBITDA and Adjusted EBITDA and a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA, see note (1) to “Summary Consolidated Financial Data.”

PROSPECTUS SUMMARY

This summary highlights the information contained ~~elsewhere~~ in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of the information that you may consider important in making your investment decision, we encourage you to read this entire prospectus. Before making an investment decision, you should carefully consider the information ~~set forth~~ under the heading “Risk Factors” and our consolidated ~~financial~~ financial statements and ~~accompanying~~their notes ~~included elsewhere~~ in this prospectus. ~~In this prospectus, unless~~ Unless the context requires otherwise, “we,” “us,” “our,” or and “GNC” refer to GNC Corporation ~~(formerly known as~~ ~~General Nutrition Centers Holding Company)~~ and its subsidiaries and, for periods prior to December 5, 2003, our predecessor. See “~~Corporate~~Business — ~~Information” below. GNC~~Corporate ~~Corporation is a holding company, and all of its operations are conducted through its subsidiaries~~History.” References to “our stores” refer to our company-owned stores and our franchised stores. References to “our locations” refer to our stores and our “store-within-a-store” locations at Rite Aid®.

GNC Corporation

WeWith our worldwide network of over 5,800 locations and our www.gnc.com website, we are the largest global specialty retailer of ~~nutritional~~ ~~supplements,~~health ~~which~~and ~~include~~wellness ~~sports nutrition~~ products, ~~diet~~including ~~products,~~ vitamins, minerals, herbal, and ~~herbal~~ specialty supplements (“VMHS”) , sports nutrition products, and ~~specialty~~diet ~~supplements~~products. We ~~derive~~believe that the strength of our ~~revenues~~GNC® brand, ~~principally~~which ~~from~~is ~~product~~distinctively ~~sales~~associated ~~through~~with ~~our company-owned~~health ~~stores~~and wellness, ~~franchise~~combined ~~activities~~with our stores and ~~sales~~website, ofgive ~~products~~us ~~manufactured~~unmatched inreach ~~our~~to ~~facilities~~consumers toand ~~third~~uniquely ~~parties.~~position Weus ~~sell~~to benefit ~~products~~from ~~through~~the afavorable ~~worldwide~~trends ~~network~~driving ofgrowth ~~more~~in ~~than~~the ~~5,600~~nutritional ~~locations~~supplements ~~operating~~industry ~~under~~and the ~~GNC®~~broader ~~brand~~health ~~name.~~and ~~The~~wellness ~~GNC~~sector. ~~brand~~We ~~name~~derive isour ~~one~~revenues ofprincipally ~~the~~from ~~most~~product ~~widely~~sales ~~recognized brands in the~~through ~~nutritional~~our ~~supplements~~company-owned ~~industry.~~stores, Anfranchise ~~estimated~~activities, ~~84%~~and ofsales ~~the~~of ~~U.S. population~~products ~~recognizes~~manufactured ~~GNC~~in asour afacilities ~~source~~to ofthird ~~health~~parties. ~~and~~Our ~~wellness~~broad ~~products.~~and ~~Our~~deep product mix, which is focused on high-margin, value-added nutritional products, is sold under our ~~GNC~~ GNC proprietary brands, including Mega Men®, Ultra Mega®, Pro Performance®, ~~Total LeanTM~~ and Preventive Nutrition®, and under nationally recognized third-party ~~brands,~~ ~~including Muscletech®, EAS® and Atkins®~~brands. For the 12 months ~~quarter~~ ended March 31, ~~2004~~2006, we ~~had~~generated ~~net revenues~~revenue of $~~372~~1.64 ~~million,~~billion ~~operating~~and ~~income~~Adjusted EBITDA of $34129.12 million. For the first quarter of 2006, we generated revenue of $386.9 million and ~~net~~Adjusted ~~income~~EBITDA of $1642.26 million.

~~Net~~We ~~revenues~~have ~~for~~a ~~the~~unique ~~twelve~~business ~~months~~model ~~ended~~that has enabled us to establish ~~March 31,~~significant ~~2004,~~credibility ~~were~~and ~~$1,451 million.~~brand ~~The~~equity ~~following~~with both our vendors ~~charts~~and ~~illustrate~~our customers. Our domestic retail network, ~~for~~which ~~the~~is approximately ~~twelve~~nine ~~months~~times ~~ended~~larger ~~March~~than the next largest U.S. 31specialty retailer of nutritional supplements, ~~2004~~provides an unmatched platform for our vendors to distribute their products to their target consumer. This gives us tremendous leverage with our vendor partners and has enabled us to negotiate product exclusives or first-to-market opportunities. In addition, ~~the~~our ~~percentage~~in-house ofproduct development capabilities enable us to offer our ~~net~~customers ~~revenues~~proprietary merchandise ~~generated~~that bycan only be purchased through our ~~three~~stores or our ~~business~~website. ~~segments~~As the nutritional supplement consumer often requires knowledgeable customer service, we also differentiate ourselves from mass and ~~the~~drug ~~percentage~~retailers ofwith our ~~net~~well-trained Usales associates.S. With our expansive retail network, our ~~revenues~~differentiated ~~generated~~merchandise byoffering, and our ~~product~~quality ~~categories:~~customer service, we offer our customers convenience, value, and service resulting in a unique shopping experience.

~~Net~~ Industry ~~Revenues By Segment Net U.S. Retail Revenues By Product Category~~Overview

We operate within the large and growing U.S. nutritional supplements retail industry. According to Nutrition Business Journal’s ~~Overview~~Supplement Business Report 2005, our industry generated an estimated $21.0 billion in sales in 2005, and grew at a compound annual growth rate of 5.5% between 1997 and 2004. Our industry is also highly fragmented, and we believe this fragmentation provides larger operators, like us, the ability to compete more effectively due to scale advantages.

~~Retail~~ We ~~Locations~~expect several key demographic, healthcare, and lifestyle trends to drive the continued growth of our industry. These trends include:

~~Our~~• ~~retail~~a ~~network~~broader ~~represents~~consumer ~~the~~awareness ~~largest specialty~~of ~~retail~~health ~~store~~and ~~network~~wellness inissues and the ~~nutritional~~benefits ~~supplements industry. As~~ of ~~March 31,~~nutrition ~~2004,~~and ~~there were 5~~supplementation,~~013 GNC locations~~ ingiven the ~~United~~desire ~~States~~to ~~and~~live ~~Canada~~longer, ~~and 666 franchised~~healthier ~~stores~~lives ~~operating~~and inmaintain ~~other~~an ~~international locations~~improved ~~under~~quality ~~the~~of ~~GNC name. Of our U.S. and~~ life;

~~Canadian~~• ~~locations,~~the ~~2,684~~increasing ~~were~~number ~~company-owned stores,~~of ~~1,342~~Americans ~~were~~over ~~franchised~~the ~~stores~~age ~~and~~of ~~987~~65, ~~were GNC store-within-~~a~~-store~~ ~~locations~~group ~~under~~that ~~our~~we ~~strategic~~believe ~~alliance~~is ~~with Rite~~significantly ~~Aid.~~more ~~Our~~likely ~~retail~~to ~~network~~use inVMHS ~~the~~products ~~United~~than ~~States~~other ~~was approximately~~consumers; ~~nine~~• ~~times~~rising ~~larger~~healthcare ~~than~~costs, ~~that~~increasing incidence of ~~our~~medical ~~nearest specialty~~problems, ~~retail~~and ~~competitor~~concerns asover ofthe ~~March 31,~~use ~~2004.~~and ~~Most~~effects of ~~our~~ ~~U.S. stores~~prescription ~~are~~drugs, ~~between~~which ~~1,000~~we ~~and~~believe ~~2,000 square feet~~will ~~and~~drive ~~are~~increased ~~located~~use inof ~~shopping~~preventive ~~malls~~measures including alternative medicines and ~~strip~~nutritional ~~shopping centers.~~supplements; Inand • the ~~fourth~~growing ~~quarter~~number of ~~2002~~fitness-oriented consumers, weat ~~completed~~increasingly ayounger ~~store reset~~ages, ~~and~~who ~~upgrade~~demand ~~program.~~sports Asnutrition aproducts ~~result,~~to ~~many~~increase ofenergy, ~~our~~endurance, ~~stores~~and ~~have a~~strength ~~modern~~during exercise and ~~customer-friendly~~to ~~layout~~aid ~~and~~recovery ~~promote~~after ~~our~~exercise ~~GNC~~and ~~Live Well~~promote ~~theme~~muscle growth.

~~Franchise~~Our Strategic Repositioning ~~Activities~~

AsIn ~~of March 31~~2005, ~~2004,~~ we ~~had~~undertook ~~1,342 franchised~~a ~~stores~~series inof ~~the~~strategic ~~United~~initiatives ~~States and Canada and 666 other international franchised stores. We generate income from franchise activities primarily through product sales~~ to ~~franchisees,~~enhance ~~royalties on franchise retail sales and franchise fees. To assist~~ our ~~franchisees~~business ~~in the successful operation of their stores~~ and toestablish ~~protect~~a ~~our~~foundation ~~brand~~for ~~image, we offer a number~~stronger offuture ~~services~~performance. toThese ~~franchisees~~initiatives ~~including~~have ~~training,~~allowed ~~site~~us ~~selection,~~to ~~construction~~capitalize ~~assistance~~on ~~and accounting services. We believe that~~ our ~~franchise~~national ~~program~~footprint, ~~enhances our~~ brand awareness, and ~~market~~ ~~presence~~competitive ~~and~~positioning ~~will enable us~~ to ~~expand~~improve our ~~store~~overall ~~base internationally with limited capital expenditures by us~~performance. We ~~enjoy strong relationships with our franchisees~~Specifically, ~~as evidenced by~~we: ~~our franchisee renewal rate of over 98% between 2000 and 2003. Our franchise program has been recognized numerous times by several publications as one of the top franchise programs in the country.~~

~~Store~~• introduced a single national pricing structure in order to simplify our pricing approach and improve our customer value perception; • developed and executed a national, more diversified marketing program focused on competitive pricing of key items and reinforcing GNC’s well-~~Within~~recognized and dominant brand name among consumers; • focused our merchandising and marketing initiatives on driving increased traffic to our store locations, particularly with promotional events outside of Gold Card week; • improved supply chain and inventory management, resulting in better in-astock levels of products generally and “never out” levels of top products; • reinvigorated our proprietary new product development activities; • revitalized vendor relationships, including their new product development activities and our exclusive or first-~~Store Locations~~ to-market access to new products; • realigned our franchise system with our corporate strategies and re-acquired or closed unprofitable or non-compliant franchised stores in order to improve the financial performance of the franchise system; • reduced our overhead cost structure; and • launched internet sales of our products on www.gnc.com.

ToSince ~~increase~~implementing ~~brand~~these ~~awareness~~strategic ~~and~~initiatives, ~~promote~~we ~~access~~have toseen a ~~customers~~meaningful ~~who~~improvement ~~may~~in ~~not~~our ~~frequent~~operating ~~specialty~~results. ~~nutrition~~Since ~~stores,~~the wefirst ~~entered~~quarter ~~into~~of a2005, ~~strategic~~domestic ~~alliance~~company-owned ~~with~~same ~~Rite~~store ~~Aid~~sales tohave improved ~~open~~with ~~our~~each ~~GNC store-within-a-store~~successive ~~locations.~~quarter As of ~~March 31,~~the ~~2004~~year, weculminating ~~had~~in ~~987 store-within-a-store~~an ~~locations~~8.1% ~~Through~~increase ~~this strategic~~in ~~alliance,~~the wefourth ~~generate~~quarter ~~revenues~~of ~~from~~2005. ~~sales~~In tothe ~~Rite Aid~~first quarter of ~~our products at wholesale prices~~2006, ~~the~~domestic ~~manufacture~~company-owned ofsame ~~Rite~~store ~~Aid~~sales ~~private~~increased ~~label~~14.5%. ~~products~~Given ~~and~~the ~~retail~~significant ~~sales~~operating ofleverage ~~consignment~~in our ~~inventory.~~business, WeAdjusted ~~are~~EBITDA ~~Rite~~grew ~~Aid’s~~by ~~sole~~51.1% ~~supplier~~in ~~for~~ the ~~PharmAssure®~~ ~~vitamin~~first ~~brand~~quarter ~~and~~of 2006 acompared ~~number~~to ofthe ~~Rite~~first ~~Aid~~quarter ~~private label~~of ~~supplements~~2005. We ~~recently~~believe ~~extended~~these initiatives ~~our~~will ~~alliance~~continue ~~with~~to ~~Rite Aid~~allow ~~through~~us ~~April 30,~~to ~~2009~~capitalize on our brand, ~~with~~worldwide ~~its~~network, ~~commitment~~value-added toproducts, ~~open~~and ~~300~~aided ~~new~~shopping ~~store-within-a-store~~experience ~~locations~~to bygrow ~~December 31,~~our ~~2006~~business.

Products

We offer a wide range of high-quality nutritional supplements sold under our GNC proprietary brand names, including Mega Men, Pro Performance, Total Lean and Preventive Nutrition, and under nationally recognized third-party brand names, including Muscletech, EAS and Atkins. Sales of our proprietary brands at our company-owned stores represented approximately 43% of our net retail product revenues for the twelve months ended March 31, 2004. We generally have higher gross margins on sales of our proprietary brands than on sales of third-party brands. We develop our proprietary products independently at our own facilities and through collaborative efforts with our suppliers. In addition, we have arrangements with several of our suppliers that enable us to be the preferred distributor of a number of third-party products. We believe that new products are a key driver of customer traffic and purchases, and we are committed to developing new and innovative products for the nutritional supplements industry. We launched 42 new proprietary products during the twelve months ended March 31, 2004. At March 31, 2004, we had over 50 new products under development for launch in the remainder of 2004.

Marketing

We market our proprietary brands of nutritional products through an integrated marketing program that includes television, print and radio media, storefront graphics, direct mailings to members of our Gold Card program and point of purchase materials. Our Gold Card program is a key component of our marketing strategy and entitles members to discount offers and other benefits. With 4.7 million Gold Card members as of March 31, 2004, we believe that our Gold Card program builds customer loyalty and serves to make us a

~~destination~~Business ~~retailer. We also benefit from~~Overview ~~product advertising paid for entirely by third-party vendors, which promotes their products and identifies our locations as a place to purchase their products.~~

~~Manufacturing~~ The following charts illustrate, for the year ended December 31, 2005, the percentage of our net revenue generated by our three business segments and ~~Distribution~~the percentage of our net U.S. retail revenue generated by our product categories:

~~With~~2005 ~~our~~Net ~~state-of-the-art~~Revenue ~~manufacturing~~by ~~and distribution~~Segment ~~facilities~~2005 ~~supporting~~Net ~~our~~Retail ~~retail~~Revenue ~~stores,~~by weProduct are a low-cost, vertically integrated producer and supplier of high-quality nutritional supplements. We operate two manufacturing facilities in South Carolina and three distribution centers located in Pennsylvania, South Carolina and Arizona. Although we utilize our facilities primarily for the production of our proprietary products that are sold at GNC locations, we have available capacity to produce products for sale to third-party customers. By controlling the production and distribution of our proprietary products, we can better control costs, protect product quality, monitor delivery times and maintain appropriate inventory levels. Category

~~Industry~~For ~~Overview~~the three months ended March 31, 2006, net revenue by segment was Retail 76%, Franchise 16%, and Manufacturing/ Wholesale 8%. Net U.S. retail revenue by product category was VMHS 39%, Sports 35%, Diet 17%, and Other 9%. Throughout 2005 and the first quarter of 2006, we did not have any meaningful concentration of sales from any single product or product line. We believe this baseline of sales from which we now operate is a solid, recurring base from which we will continue to grow our revenues. Our sales trends in the first half of 2005 were impacted by a decline in diet products related to the slowdown of the low-carbohydrate diet trend. Excluding the diet category, we have generated positive same store sales for seven of the last nine quarters since the beginning of 2004.

~~The~~Retail ULocations.~~S. nutritional~~ ~~supplements~~Our retail ~~industry~~ isnetwork ~~large~~represents ~~and~~the largest ~~highly~~specialty ~~fragmented,~~retail ~~with~~store nonetwork ~~single~~in ~~industry~~the ~~participant~~U.S. nutritional ~~accounting~~supplements ~~for~~industry ~~more~~according ~~than~~to Nutrition ~~10%~~Business ofJournal’s ~~total~~Supplement ~~industry~~Business Report ~~retail~~2005. ~~sales~~As inof ~~2002~~March 31, ~~the~~2006, ~~most~~there ~~recent~~were ~~period~~5,817 ~~for~~GNC ~~which~~locations ~~information~~globally, isincluding: ~~available.~~(1) 2,529 ~~Participants~~company-owned ~~include~~stores ~~specialty~~in the ~~retailers,~~United ~~supermarkets,~~States ~~drugstores,~~(all ~~mass~~50 ~~merchants~~states, ~~multi-level marketing~~the ~~organizations,~~District ~~mail~~of ~~order~~Columbia, ~~companies~~ and Puerto aRico); ~~variety~~(2) 132 ~~of other~~company-owned ~~smaller~~stores ~~participants.~~in ~~The~~Canada; (3) 1,123 ~~nutritional~~domestic ~~supplements~~franchised ~~sold~~stores; (4) 873 ~~through~~international ~~these~~franchised ~~channels~~stores ~~are~~in ~~divided~~45 other ~~into~~international markets; ~~four~~and ~~major~~(5) 1,160 ~~product~~GNC “store-within-a-store” ~~categories:~~locations ~~sports~~under ~~nutrition~~our ~~products,~~strategic ~~diet~~alliance ~~products,~~with ~~VMHS~~Rite ~~and~~Aid ~~specialty supplements~~Corporation. Most ~~supermarkets,~~of ~~drugstores~~our company-owned and ~~mass~~franchised ~~merchants~~U.S. stores ~~have~~are ~~narrow~~between ~~nutritional~~1,000 ~~supplement~~and ~~product offerings~~2,000 square feet ~~limited~~and ~~primarily~~are tolocated ~~simple~~in ~~vitamins~~shopping malls and ~~herbs,~~strip ~~with~~centers. ~~less~~Our leading ~~knowledgeable~~market ~~sales~~position ~~associates~~is ~~than~~a ~~specialty~~relatively ~~retailers.~~unique Wephenomenon in specialty ~~believe~~retailing, ~~that~~as ~~these~~we ~~merchants’~~have ~~share~~approximately ofnine times the ~~nutritional~~domestic ~~supplements~~store ~~market~~base ~~over~~of ~~the~~our ~~last~~nearest ~~five~~U.S. specialty ~~years~~retail ~~has remained relatively constant~~competitor.

~~During~~Website. ~~the~~In ~~1990s~~December 2005, ~~our~~we ~~industry~~also ~~underwent~~started ~~a period~~selling ofproducts ~~rapid~~through ~~expansion~~our website, www.gnc.com. ~~From~~This ~~1990~~additional sales channel has enabled us to ~~2002,~~market ~~industry~~and ~~retail~~sell ~~sales~~our products in ~~grew~~regions atwhere awe ~~compound~~do ~~annual~~not ~~growth~~have ~~rate~~retail ofoperations 10or have limited operations.~~0%,~~ ~~with~~Some of the ~~most rapid~~products ~~growth~~offered inon ~~the~~our ~~early~~website ~~1990s.~~may ~~Total~~not be available at our retail ~~sales~~locations, inthus ~~the~~enabling us to ~~industry~~broaden ~~reached~~the ~~approximately~~assortment ~~$18.8 billion~~of inproducts ~~2002~~offered ~~and were~~to ~~estimated~~our customers. The ability to ~~grow~~purchase atour products through the internet also offers a ~~compound~~convenient ~~annual~~method ~~growth~~for ~~rate~~repeat ofcustomers ~~3.7%~~to evaluate and ~~from~~purchase ~~that~~new ~~time~~and ~~through~~existing ~~2008~~products. ~~Several~~To ~~demographic~~date, ~~healthcare~~we ~~and~~believe that a ~~lifestyle~~majority ~~trends~~of ~~are~~the ~~expected~~sales togenerated ~~drive~~by ~~the~~our ~~continued~~website ~~growth~~are ofincremental to the ~~nutritional~~revenues ~~supplements~~from ~~industry.~~our ~~These~~retail ~~trends include:~~locations.

• Franchise ~~Aging Population: The average age of the U~~Activities.S. ~~population~~We isgenerate ~~increasing.~~income ~~U.S. Census Bureau data indicates that the number of Americans age 55 or older is expected to increase by 19%~~ from ~~2003~~franchise activities toprimarily ~~2010.~~through Weproduct ~~believe~~sales ~~that consumers over the age of 55 are significantly more likely~~ to ~~use~~franchisees, royalties ~~VMHS~~on ~~products~~franchise ~~than~~retail ~~younger~~sales, ~~persons. • Rising Healthcare Costs~~ and ~~Use~~franchise offees. ~~Preventive~~To assist ~~Measures:~~our ~~Healthcare~~franchisees ~~related costs have increased substantially~~ in the ~~United~~successful ~~States.~~operation ~~According to a leading healthcare provider, private health insurance premiums increased an average~~ of ~~13.9%~~their stores ~~from~~and ~~2002~~ to ~~2003.~~protect Toour ~~reduce~~brand ~~medical costs and avoid the complexities of dealing with the healthcare system~~image, ~~many~~we ~~consumers~~offer ~~take~~a ~~preventive measures, including alternative medicines and nutritional supplements. • Increasing Focus on Fitness: The~~ number of services ~~Americans belonging~~ to ~~health~~franchisees ~~clubs~~including ~~has~~training, ~~grown~~site ~~23% from 29.5 million in 1998 to 36.3 million in 2002~~selection, construction ~~according to the most recent trend report published by the International Health~~assistance, ~~Racquet~~and &accounting ~~Sportsclub Association~~services. We believe that ~~fitness-oriented~~our ~~consumers~~franchise ~~are~~program ~~interested~~enhances inour ~~taking~~brand ~~sports~~awareness ~~nutrition~~and market ~~products~~presence ~~to increase energy, endurance~~ and ~~strength~~will ~~during~~enable ~~exercise.~~us •to ~~Increasing~~continue ~~Incidence of Obesity: According~~ to aexpand ~~2002~~our store ~~study~~base byinternationally ~~the~~with ~~National~~limited ~~Heart,~~capital ~~Lung~~expenditures ~~and~~on our ~~Blood Institute, 61% of adults ages 20-74 are either overweight or obese~~part. ~~Obesity~~Over ~~may~~the ~~lead~~last toyear, ~~more~~we ~~serious~~realigned ~~health~~our ~~conditions,~~franchise ~~such~~system with asour ~~diabetes,~~corporate ~~heart~~strategies ~~disease~~ and ~~high~~re-acquired ~~blood~~or ~~pressure.~~closed unprofitable Anor ~~estimated~~non-compliant ~~46%~~franchised ofstores ~~adults~~ in ~~the~~order ~~United States are dieting, according~~ to improve athe ~~2003~~financial ~~Gallup~~performance ~~Study~~ of ~~Dieting and~~ the ~~Market~~franchise ~~for Diet Products and Services~~system.

Store-within-a-Store Locations. To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid in December 1998 to open our GNC store-within-a-store locations. Through this strategic alliance, we generate revenue

from fees paid by Rite Aid for new store-within-a-store openings, sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products, and retail sales of consignment inventory. In May 2004, we extended our alliance with Rite Aid through April 2009, with Rite Aid’s commitment to open 300 new store-within-a-store locations by the end of 2006. As of March 31, 2006, Rite Aid had opened 183 of these 300 new store-within-a-store locations.

Products. We offer a wide range of nutritional supplements sold under our GNC proprietary brand names and under nationally recognized third-party brand names. Sales of our proprietary brands at our company-owned stores represented approximately 47% of our net retail product revenues for 2005. We generally have higher gross margins on sales of our proprietary brands than on sales of third-party brands. The high percentage of proprietary branded sales is a testament to the value and quality perception of the GNC brand name by its consumers.

Marketing. We market our proprietary brands of nutritional products through a nationally integrated marketing program that includes television, print, and radio media, storefront graphics, direct mailings to members of our Gold Card loyalty program, catalogs, and point of purchase materials.

Manufacturing and Distribution. With our technologically sophisticated manufacturing and distribution facilities supporting our retail stores, we are a vertically integrated producer and supplier of nutritional supplements. By controlling the production and distribution of our proprietary products, we believe we can better control costs, protect product quality, monitor delivery times, and maintain appropriate inventory levels.

Competitive Strengths

We believe we are well positioned to capitalize on the emerging demographic, healthcare, and lifestyle trends affecting our industry. ~~and~~Our ~~to grow our revenues due to the following~~ competitive strengths include:

• Unmatched National Specialty Retail Footprint. ~~Our~~ ~~retail~~According ~~network~~to inNutrition ~~the~~Business ~~United States~~Journal’s ~~was~~Supplement Business Report 2005, we have approximately nine times ~~larger~~the ~~than~~number ~~that~~ of domestic locations as our ~~nearest~~ next largest U.S. specialty retail competitor. asOur ofrelative ~~March 31~~size provides us with significant buying, ~~2004. The~~advertising, ~~size~~sourcing, ofand new product development advantages versus our U.S. specialty retail ~~network~~competitors. ~~provides~~In addition, we believe our extensive mix of brands and products and aided customer service provide us with meaningful advantages ~~within~~ ~~the~~over ~~fragmented~~mass ~~nutritional~~merchandisers. ~~supplements~~In ~~industry~~addition to our U.S. ~~For instance~~presence, ~~our~~we ~~scale~~also ~~helps~~have usa toworldwide ~~attract~~network ~~industry-leading~~of ~~vendors~~ over 1,000 locations in 45 other countries. • Largest Health and Wellness Brand with Strong Credibility. We believe we are uniquely recognized as a leader in the health and wellness retail product sector. According to ~~sell~~the ~~their~~GNC 2005 Awareness Tracking Study Report commissioned by GNC from Parker Marketing Research, an estimated 90% of the U.S. population recognizes the GNC brand name as a source of health and wellness products. inIn addition, we have over four million customers who are members of our ~~locations,~~Gold ~~often~~Card onloyalty program as well as a ~~preferred basis~~strong sports nutrition customer base, which is the fastest growing category of our industry. • Ability to Leverage Existing Retail Infrastructure. Our ~~extensive~~existing ~~retail~~store ~~footprint~~base, inthe ~~established~~stable ~~territories also~~size ~~provides~~of usour workforce, and our vertically integrated structure with ~~broad~~an established distribution ~~capabilities~~network ~~that~~and ~~are difficult~~manufacturing capacity can support higher sales volume without adding significant incremental costs, and enable us to ~~replicate.~~convert ~~Through~~a high percentage of our ~~multiple~~net ~~store~~revenue ~~formats located~~into ~~across~~cash ~~the~~flow ~~United~~from ~~States~~operations. In addition, ~~large~~our ~~franchise~~stores ~~operations~~require ~~and extensive~~only ~~international~~modest ~~store~~capital ~~base~~expenditures, weallowing us to generate significant free cash flow before debt amortization. • New Product Development. We believe that new products are ~~not~~a ~~dependent~~key driver of customer traffic and purchases. Our new product development is focused on ~~any single~~blockbuster ~~store~~items ~~format~~and orcondition-specific ~~geographic~~issues ~~location~~in order to capitalize on concerns over rising healthcare costs and prescription drugs. We also have a strong internal development and science team which is complemented by relationships with

Strong Brand Recognition. We have strong brand recognition within the nutritional supplements industry. According to a September 2003 Parker Awareness Tracking Study Report, an estimated 84% of the U.S. population recognizes the GNC brand name as a source of health and wellness products. We utilize extensive marketing and advertising campaigns through television, print and radio media, storefront graphics, Gold Card membership communications and point of purchase materials to strengthen our established brand name and reinforce our broad consumer recognition.

Ability to Leverage Existing Retail Infrastructure. Our incremental retail sales result in disproportionate increases in operating income as we leverage the largely fixed cost nature of our retail operations and our high retail gross product margins. Our existing store base, stable size of our workforce and established distribution network can support higher sales volume without adding significant incremental costs.

Extensive Product Selection. We offer an extensive mix of brands and products, including approximately 2,200 SKUs across multiple categories. This variety provides our customers with a vast selection of products to fit their specific needs and provides us with an advantage over drugstores, supermarkets and mass merchants who offer a more limited product selection. Our products include powders, bars, tablets, meal replacements, shakes and teas. With a broad range of products, our success does not depend on any one specific product or vendor. During the twelve months ended March 31, 2004, no single product accounted for more than 4.5% of our company-owned store sales.

Innovative New Product Development. We believe that new products are a key driver of customer traffic and purchases. Interactions with our customers and raw materials vendors help us identify changes in consumer trends that, in turn, influence our development, manufacturing and marketing of new products. In March 2003, we integrated our previously decentralized product development function, creating dedicated development teams that conduct extensive market research and use scientific methods and third-party product testing to formulate new value-added products geared to specific nutritional concerns, such as heart health, digestive function and women’s health issues. This initiative has led to a meaningful increase in new product development activity. We launched 42 new proprietary products during the twelve months ended March 31, 2004, which generated $22.4 million of our net revenues during this period. At March 31, 2004, we had over 50 new products under development for launch in the remainder of 2004.

Strong Cash Flow Generation. Our established retail infrastructure enables us to convert a high percentage of our net revenues into cash flow from operations. By combining our high cash flow from operations, low maintenance capital expenditures, franchise model for expansion, modest working capital requirements and significant plant capacity, we believe that we can generate significant cash flow to reduce our debt and continue to improve our profitability.

Gold Card Program Customer Base. Our Gold Card program, with 4.7 million members as of March 31, 2004, has been a core promotional program for over ten years and continues to be a key driver of customer sales. During the twelve months ended March 31, 2004, 58% of U.S. company-owned store sales were generated from purchases by customers using Gold Cards. The Gold Card program also gives us access to a large database of nutritional supplement consumers and allows us to analyze consumers’ product buying patterns and develop cross-selling and up-selling opportunities. We cultivate customer loyalty through a

combination of discount offers and targeted marketing efforts aimed toward our Gold Card members. We believe that our Gold Card program serves to make us a destination retailer.


		outside medical consultants. We believe our focus on innovation and high-potency specialty formulations is a significant competitive advantage.

	•	Partner of Choice to Leading Industry Vendors. Our brand credibility and worldwide distribution network have led to our strong relationship with industry-leading vendors. As a result, we believe we are the retailer of choice for new product introductions, are often able to negotiate periods of exclusivity for new products, and benefit from significant marketing expenditures by our vendors.

	•	Experienced Management Team. Our senior management, who have been employed with us for an average of over 12 years, and our board of directors are comprised of experienced retail executives. As of March 31, 2006, after giving effect to this offering, our management would have owned or had options to purchase approximately % of our fully diluted common stock.

Value-Added Customer Service. Our sales associates are trained to provide guidance to customers with respect to the broad selection of products sold in our stores. We believe this level of customer service provides us with an advantage over supermarkets, drugstores and mass merchants. Our sales associates are prepared to educate customers about product features and direct them to products that will address their specific requests. In 2002, we instituted the “GNC University,” an online training program for our sales associates at our company-owned stores and at participating franchised locations. We provide additional education and training materials through a monthly newsletter detailing new products and through interactive training modules. We also provide a wide range of nutritional information in numerous forms, including signage, brochures, and touch screen computers enabling customers to make informed purchases.

Vertically Integrated Operational Capabilities. Our vertically integrated manufacturing, distribution and retail capabilities differentiate us from many of our competitors. Our state-of-the-art manufacturing facilities and distribution centers, combined with our retail footprint, enable us to better control costs and protect product quality. We are also better able to monitor delivery times and to maintain appropriate inventory levels for our proprietary products by controlling production scheduling and distribution.

Experienced Management Team. Our senior management team is comprised of experienced retail executives who have, on average, been employed with us for over 14 years. Our board of directors is comprised of executives with significant experience in the retail industry. As of March 31, 2004, after giving effect to this offering and the use of proceeds therefrom, our management and other employees would have owned or had options to purchase approximately %, in the aggregate, of our fully diluted common equity.

Business Strategy

AsOur goal is to further capitalize on our position as the largest global specialty retailer of nutritional supplements, ~~our~~and ~~goal is to further capitalize on~~ the trends affecting our industry, bywhich specifically include pursuing the following initiatives:

• ~~leverage~~Increasing ~~our~~Store ~~unmatched~~Productivity. ~~specialty~~We ~~retail~~believe ~~footprint~~there is a significant opportunity to ~~obtain~~improve ~~additional~~the ~~third-party~~productivity ~~preferred~~of ~~distributor~~our ~~arrangements~~existing ~~and~~store ~~position~~base ~~ourselves~~through new product introductions. We also intend to beutilize ~~first~~an enhanced point-toof-~~market~~sale ~~with~~system ~~new~~and customer databases to better understand our customer needs and ~~innovative~~adjust ~~products;~~our merchandizing and product assortment by store. • ~~utilize~~Emphasis on Our Proprietary Products. We will continue to emphasize our ~~integrated~~proprietary ~~product~~brands of nutritional products, which typically have higher gross margins, by utilizing our integrated development capabilities to formulate new value-added ~~products~~items and ~~shift~~featuring our ~~product~~proprietary ~~mix~~brands tothrough ~~emphasize~~ our in-store merchandising. As part of this effort, we will continue to develop proprietary products that are focused on specific health concerns, ~~which~~such ~~typically~~as ~~have~~joint ~~higher~~support, ~~gross~~blood ~~product~~pressure, ~~margins;~~and •heart ~~use~~health. ~~our~~• ~~extensive~~Marketing ~~Gold~~Initiatives. ~~Card~~We ~~customer~~will ~~database~~continue to encourage customer loyalty, facilitate direct marketing, and increase cross-selling and up-selling opportunities; by using our extensive customer base, Gold Card member database, and expanded customer information that we are developing ourselves or in cooperation with other retailers. • ~~grow~~Expansion of International and Domestic Store Base. We will continue to opportunistically open new stores both abroad and in the United States. We are committed to expanding our international store network by ~~expanding~~growing our international franchise presence, which requires minimal capital expenditures; •on ~~continue~~our part. We expect on average to ~~increase~~open ~~utilization~~approximately of100 new international franchise locations each year over the next four to five years. We also plan to open approximately 35 company-owned stores in the United States in 2006 in order to expand our ~~available~~domestic ~~manufacturing~~presence. ~~capacity~~• Internet Sales. We launched our www.gnc.com website in December 2005. Given our brand recognition, we believe there is significant opportunity to ~~produce~~grow ~~products~~our revenue in this channel, particularly in regions where we do not have retail operations or have limited operations. In addition, our website will be an advertising medium as well as a resource for ~~sale~~consumers to ~~third-party~~educate ~~vendors;~~themselves about the latest nutritional supplement trends and new product introductions. • ~~leverage~~Partnership Opportunities. We are exploring initiatives to partner with healthcare and wellness companies and other third parties to develop programs to market our ~~existing~~products ~~store~~to ~~base,~~employees ~~work~~for ~~force~~wellness and ~~distribution~~preventive ~~network~~healthcare aspurposes wein ~~generate~~an ~~incremental~~effort ~~sales~~to reduce overall healthcare costs.

We believe that implementation of these strategies will enable us to drive sales growth, enhance our profitability and generate strong cash flow from operations.

Corporate Information

On December 5, 2003, our wholly owned subsidiary, General Nutrition Centers, Inc., (“Centers”), acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico USA, Inc. In this prospectus, we refer to this acquisition as the “Acquisition.” Simultaneously with the closing of the Acquisition, Centers entered into a new senior credit facility with a syndicate of lenders, consisting of a term loan facility and a revolving credit facility. Centers borrowed the full amount of the term loan facility to

~~fund~~Risks aRelated portion of the Acquisition purchase price, but made no borrowings under the revolving credit facility. We have guaranteed Centers’ obligations under the senior credit facility. Centers also issued senior subordinated notes to fund a portion of the Acquisition purchase price. In addition, GNC Investors, LLC (our “Principal Stockholder”) made an equity contribution in exchange for our common and preferred stock. We contributed the full amount of the equity contribution to Centers to fund a portion of the Acquisition purchase price. Our ~~Principal~~Business Stockholder subsequently resold all of our preferred stock to other institutional investors. We intend to use a portion of the net proceeds from this offering to repurchase a portion of our subsidiary’s senior subordinated notes and toStrategy repurchase shares of common stock owned by our Principal Stockholder. We intend to use the remaining net proceeds and cash on hand to redeem all of our outstanding preferred stock. For more information, please refer to “Use of Proceeds,” “Unaudited Consolidated Pro Forma Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness.” On May 27, 2004, we changed our name from General Nutrition Centers Holding Company to GNC Corporation.

~~Our~~Despite ~~Principal~~the ~~Stockholder,~~competitive ~~from~~strengths ~~whom~~described weabove, ~~will repurchase~~there ~~common~~are ~~stock with~~ a number ~~portion~~ of ~~the~~risks ~~net~~and ~~proceeds~~uncertainties ~~of this~~that ~~offering,~~may ~~held~~affect ~~approximately 96% of~~ our ~~outstanding common~~financial ~~stock~~and asoperating ofperformance ~~March 31,~~and ~~2004.~~our ~~Affiliates~~ability ofto ~~Apollo~~execute our ~~Advisors V~~strategy, ~~L.P.~~including ~~(“Apollo~~unfavorable ~~Advisors V”)~~publicity ~~and other~~or ~~institutional~~consumer ~~investors own all~~ perception of ~~the~~our ~~equity~~products ~~interests~~and ~~of our~~any ~~Principal~~similar ~~Stockholder,~~products ~~with~~distributed ~~affiliates~~by ~~of Apollo~~other ~~Advisors V~~companies ~~owning~~and ~~approximately~~our ~~76%~~failure ofto ~~such~~appropriately ~~equity interests.~~respond ~~After giving effect~~ to ~~this~~changing consumer ~~offering~~preferences and ~~the~~demand ~~use~~for ~~of proceeds~~new ~~therefrom,~~products ~~our~~and ~~Principal~~services. In ~~Stockholder~~addition ~~will hold %~~to ofthese ~~our~~risks ~~common~~and ~~stock~~uncertainties, ~~or %~~ ifyou ~~the~~should ~~underwriters’~~also ~~over-allotment~~consider ~~option~~the isrisks ~~exercised~~discussed inunder ~~full. Please refer to~~ “~~Principal~~Risk ~~Stockholders” for additional information~~Factors.”

~~Our~~Corporate ~~principal executive office is located at 300~~Information ~~Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number is (412) 288-4600. We also maintain a website at www.gnc.com. The information on our website is not part of this prospectus.~~

Our principal executive office is located at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number is (412) 288-4600. We also maintain a website at www.gnc.com.

The Offering

Issuer		GNC Corporation
Total common stock offered		shares
Common stock offered by GNC Corporation		shares
Underwriters’ option to purchase additional shares in this offering		shares
Common stock offered by the selling stockholders		shares
Underwriters’ option to purchase additional shares from the selling stockholders in this offering		shares
Common stock outstanding after this offering		shares
Use of proceeds		We estimate that the net proceeds from this offering will be approximately $278.5 million. We intend to use a portion of the net proceeds from this offering to repurchase a portion of our subsidiary’s senior subordinated notes, to use a portion of the net proceeds from this offering to repurchase shares of common stock owned by our Principal Stockholder. We intend to use the remaining net proceeds and cash on hand to redeem all of our outstanding preferred stock. See “Use of Proceeds.”
Voting rights		One vote per share
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use our net proceeds to redeem all of our outstanding preferred stock, including the liquidation preference, additional redemption price, accumulated and unpaid dividends, and related expenses. A $ change in the per share offering price would change net proceeds to us by approximately $ million. Any remaining net proceeds will be used for working capital and general corporate purposes. We will not receive any proceeds from the sale of any shares by the selling stockholders. See “Use of Proceeds.”
Proposed New York Stock Exchange symbol		GNC
Risk factors		For a discussion of ~~certain~~ risks relating to our business and an investment in our common stock, see “Risk Factors.” beginning on page 12.

Except as otherwise indicated, the number of shares of our common stock that will be outstanding after this offering is based on the 29,~~854~~621,~~663~~538 shares outstanding as of ~~March~~of May 31, ~~2004~~2006, and:

• includes the shares of common stock to be issued by us upon the closing of this offering; • assumes an initial public offering price of $ per share, the midpoint of the range ~~set forth~~ on the cover of this prospectus; • ~~assumes completion of a for split of our common stock; •~~ excludes 2,828,360 shares of common stock subject to outstanding stock options with a weighted average exercise price of $6.23 per share; and • excludes shares of common stock available for future grant or issuance under our stock plans; • assumes repurchase of shares of common stock owned by our Principal Stockholder with a portion of the proceeds of this offering; and • assumes no exercise by the underwriters of their over-allotment option.

Unless we specifically state otherwise, the information in this prospectus:


	•	gives effect to a -for- split of shares of our common stock to be effected before the completion of this offering; and

	•	does not take into account the sale of up to shares of our common stock that the underwriters have the option to purchase from the selling stockholders.

Summary ~~and Pro Forma~~ Consolidated Financial Data

The summary consolidated financial data presented below for the ~~years ended December 31, 2001 and 2002, for~~ ~~the~~ period from January 1, 2003 to December 4, 2003 ~~and~~, for the 27 days ended December 31, 2003 ~~are~~and for the years ended December 31, 2004 and 2005 are derived from our audited consolidated financial statements and accompanying footnotes ~~notes~~ included ~~elsewhere~~ in this prospectus. The summary consolidated financial data for the ~~years ended December 31, 2001 and 2002 and for the~~ period from January 1, 2003 to December 4, 2003 represent ~~periods~~ a period during which our predecessor, General Nutrition Companies, Inc., was owned by ~~Royal~~ Numico USA, NInc.V. The summary consolidated financial data for the 27 days ended December 31, 2003, for the years ended December 31, 2004 and 2005, and for the three months ended March 31, 2005 and 2006 represent the period of operations subsequent into the December 5, 2003 ~~subsequent~~acquisition from Numico, which we refer to as the ~~Acquisition~~ Numico acquisition in this prospectus.

The summary consolidated financial data presented below for the three months ended March 31, ~~2003~~2005 and as2006, of and ~~for~~as ~~the three months ended~~ of March 31, ~~2004~~2006, are derived from our unaudited consolidated financial statements and accompanying notes included ~~elsewhere~~ in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, for a fair ~~presentation~~ statement of our financial position and operating results ~~for such~~as ~~periods~~of and asfor ofthe ~~such~~three ~~dates~~months ended March 31, 2005 and 2006. Our results for interim periods are not necessarily indicative of our results for a full year’s operations. ~~General Nutrition Companies, Inc. was~~ ~~owned by Royal Numico, N.V. for the three months ended March 31, 2003.~~

The summary pro forma consolidated as adjusted financial data for the year ended December 31, 2003 and the three months ended March 31, 2004 are derived from our unaudited pro forma financial information included elsewhere in this prospectus and give effect to the Acquisition, this offering and the application of the net proceeds as described under “Use of Proceeds” as if the Acquisition and this offering occurred on January 1, 2003. The summary pro forma consolidated as adjusted financial data as of March 31, 2004, are derived from our unaudited pro forma financial information included elsewhere in this prospectus and give effect to this offering and the application of the net proceeds as described under “Use of Proceeds” as if this offering occurred as of such date.


		Predecessor

		Period from												Three			Three
		January 1,			27 Days									Months			Months
		2003 to			Ended			Year Ended			Year Ended			Ended			Ended
		December 4,			December 31,			December 31,			December 31,			March 31,			March 31,
		2003			2003			2004			2005			2005			2006

														(Unaudited)
					(Dollars in millions)
Statement of Income Data:
Total revenues		$	1,340.2		$	89.3		$	1,344.7		$	1,317.7		$	336.4		$	386.9
Gross profit		$	405.3		$	25.7		$	449.5		$	419.0		$	106.0		$	130.0
Operating (loss) income		$	(638.3	)	$	3.4		$	100.7		$	72.2		$	17.8		$	27.9
Interest expense, net		$	121.1		$	2.8		$	34.5		$	43.1		$	13.5		$	9.7
Net (loss) income		$	(584.9	)	$	0.4		$	41.7		$	18.4		$	2.7		$	11.4
Other Data:
Net cash provided by operating activities		$	92.9		$	4.7		$	83.5		$	64.2		$	35.5		$	12.5
Net cash used in investing activities		$	(31.5	)	$	(740.0	)	$	(27.0	)	$	(21.5	)	$	(4.9	)	$	(3.8	)
Net cash (used in) provided by financing activities		$	(90.8	)	$	759.2		$	(4.5	)	$	(41.7	)	$	(37.9	)	$	(50.4	)
EBITDA(1)		$	(579.2	)	$	5.7		$	139.5		$	113.2		$	27.9		$	37.5
Adjusted EBITDA(1)		$	(579.2	)	$	5.7		$	141.0		$	114.7		$	28.2		$	42.6
Capital expenditures(2)		$	31.0		$	1.8		$	28.3		$	20.8		$	4.4		$	3.7
Number of stores (at end of period):
	Company-owned stores(3)		2,757			2,748			2,642			2,650			2,644			2,661
	Franchised stores(3)		1,978			2,009			2,036			2,014			2,034			1,996
	Store-within-a-store locations(3)		988			988			1,027			1,149			1,043			1,160
Same store sales growth:
	Domestic company-owned(4)		(0.4	)%					(4.1	)%		(1.5	)%		(7.8	)%		14.5	%
	Franchised stores(5)		0.2	%					(4.2	)%		(4.8	)%		(8.0	)%		7.3	%

The pro forma as adjusted consolidated financial data presented below do not purport to represent what our results of operations would have been had the Acquisition or this offering occurred as of the dates indicated, nor are they indicative of results for any future periods. You should read the following financial information together with the information under “Unaudited Pro Forma Consolidated Financial Data,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

As of March 31, 2006

Actual

Adjusted(6)

(Unaudited)

(Dollars in millions)

Balance Sheet Data:

Cash and cash equivalents

44.3

Working capital(7)

265.0

Total assets

1,022.2

Total debt

472.8

Cumulative redeemable exchangeable preferred stock

131.0

Total stockholders’ equity

169.7

~~Summary~~(1) We define EBITDA as net income (loss) before interest expense (net), income tax (benefit) expense, depreciation, and ~~Pro~~amortization. ~~Forma~~Management ~~Consolidated~~uses ~~Financial Data~~ EBITDA as a tool to measure operating performance of the business. We use EBITDA as one criterion for evaluating our performance relative to our competitors and also as a measurement for the calculation of management incentive compensation. Although we primarily view EBITDA as an operating performance measure, we also consider it to be a useful analytical tool for measuring our liquidity, our leverage capacity, and our ability to service our debt and generate cash for other purposes. We also use EBITDA to determine our compliance with certain covenants in the senior credit facility, and the indentures governing the senior notes and senior subordinated notes, of our wholly owned subsidiary and operating company, General Nutrition Centers, Inc., or Centers. The reconciliation of EBITDA as presented below is different than that used for purposes of the convenants under the indentures governing the senior notes and senior subordinated notes. Historically, we have highlighted our use of EBITDA as a liquidity measure and for related purposes because of our focus on the holders of Centers’ debt. At the same time, however, management has also internally used EBITDA as a performance measure. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, as a measure of our profitability or liquidity. Some of the limitations of EBITDA are as follows:

	Predecessor									Successor			Predecessor			Successor					Successor
							Period from						Three			Three		Pro Forma			Pro Forma
	Year Ended						January 1,			27 Days			Months			Months		As Adjusted			As Adjusted
	December 31,						2003 to			Ended			Ended			Ended		Year Ended			Three Months
							December 4,			December 31,			March 31,			March 31,		December 31,			Ended March 31,
	2001			2002			2003			2003			2003			2004		2003			2004
(dollars in millions, except share data)
Statement of Operations Data:
Total revenues	$	1,509.1		$	1,425.0		$	1,340.2		$	89.3		$	351.1		$	372.6	$	1,429.5		$	372.6
Cost of sales, including costs of warehousing, distribution and occupancy		1,013.3			969.9			934.9			63.6			241.2			247.2		971.5			245.9
Gross profit		495.8			455.1			405.3			25.7			109.9			125.4		458.0			126.7
Selling, general and administrative and other		425.8			167.0			334.2			22.3			98.3			91.3		346.8			91.3
Impairment of goodwill and intangible assets(1)		—			222.0			709.4			—			—			—		709.4			—
Operating income (loss)		70.0			66.1			(638.3	)		3.4			11.6			34.1		(598.2	)		35.4
Interest expense, net		140.0			136.3			121.1			2.8			32.3			8.7		28.3			7.8
(Loss) income before income taxes		(70.0	)		(70.2	)		(759.4	)		0.6			(20.7	)		25.4		(626.5	)		27.6
Income tax (benefit) expense		(14.1	)		1.0			(174.5	)		0.2			1.7			9.2		(126.0	)		10.0
Net income (loss) before cumulative effect of accounting change		(55.9	)		(71.2	)		(584.9	)		0.4			(22.4	)		16.2		(500.5	)		17.6
Loss from cumulative effect of accounting change, net of tax(2)		—			(889.7	)		—			—			—			—		—			—
Net (loss) income(3)	$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4		$	(22.4	)	$	16.2	$	(500.5	)	$	17.6
Basic and Diluted (Loss) Income Per Share:
Net (loss) income from continuing operations before cumulative effect from accounting change	$	(1.88	)	$	(2.40	)	$	(19.68	)	$	(0.02	)	$	(0.75	)	$	0.44
Loss from cumulative effect of accounting change, net of tax(2)		—			(29.93	)		—			—			—			—
Net (loss) income(3)	$	(1.88	)	$	(32.33	)	$	(19.68	)	$	(0.02	)	$	(0.75	)	$	0 .44
Weighted average common shares outstanding — basic and diluted(4)		29,724,906			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906


	•	EBITDA does not reflect interest expense or the cash requirement necessary to service interest or principal payments on our debt;

	•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

	•	although EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies, our calculation of EBITDA may differ from other similarly titled measures of other companies, limiting its usefulness as a comparative measure.

	As of
	March 31, 2004
(dollars in millions)	Actual		As Adjusted
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	68.1
Working capital(5)	$	228.8
Total assets	$	1,072.0
Total debt	$	513.3
Stockholders’ equity	$	191.6


	We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See our consolidated financial statements included in this prospectus.

	Adjusted EBITDA is presented as additional information, as management also uses Adjusted EBITDA to evaluate the operating performance of the business and as a measurement for the calculation of management incentive compensation. Management believes that Adjusted EBITDA is commonly used by security analysts, lenders, and others. Adjusted EBITDA may not be comparable to other similarly titled measures reported by other companies, limiting its usefulness as a comparative measure.

	The following table reconciles EBITDA and Adjusted EBITDA to net (loss) income as determined in accordance with GAAP for the periods indicated:


	Predecessor

	Period from
	January 1,			27 Days						Three Months		Three Months
	2003 to			Ended		Year Ended		Year Ended		Ended		Ended
	December 4,			December 31,		December 31,		December 31,		March 31,		March 31,
	2003			2003		2004		2005		2005		2006

										(Unaudited)
				(Dollars in millions)
Net (loss) income	$	(584.9	)	$	0.4	$	41.7	$	18.4	$	2.7	$	11.4
Interest expense, net		121.1			2.8		34.5		43.1		13.5		9.7
Income tax (benefit) expense		(174.5	)		0.2		24.5		10.7		1.6		6.8

Depreciation and amortization		59.1			2.3		38.8		41.0		10.1		9.6

EBITDA	$	(579.2	)	$	5.7	$	139.5	$	113.2	$	27.9	$	37.5

Management fee payment(a)		—			—		1.5		1.5		0.4		0.4
Discretionary payment to stock option holders(b)		—			—		—		—		—		4.8

Adjusted EBITDA	$	(579.2	)	$	5.7	$	141.0	$	114.7	$	28.2	$	42.6

		Predecessor									Successor			Predecessor			Successor						Successor
								Period from						Three			Three			Pro Forma,			Pro Forma, As
		Year Ended						January 1,			27 Days			Months			Months			As Adjusted			Adjusted Three
		December 31,						2003 to			Ended			Ended			Ended			Year Ended			Months Ended
								December 4,			December 31,			March 31,			March 31,			December 31,			March 31,
(dollars in millions, except store data)		2001			2002			2003			2003			2003			2004			2003			2004
Other Data:
Net cash provided by operating activities		$	75.8		$	111.0		$	92.9		$	4.7		$	91.6		$	48.5
Net cash (used in) investing activities			(48.1	)		(44.5	)		(31.5	)		(740.0	)		(6.8	)		(13.3	)
Net cash provided by (used in) financing activities			(21.6	)		(44.3	)		(90.8	)		759.2			(75.4	)		(0.2	)
EBITDA(6)			192.0			(765.5	)		(579.2	)		5.7			27.0			43.4			(573.5	)		43.4
Capital expenditures(7)			29.2			51.9			31.0			1.8			7.0			5.3			32.8			5.3
Number of stores (at end of period):
	Company-owned stores(8)		2,960			2,898			2,757			2,748			2,879			2,684			2,748			2,684
	Franchised stores(8)		1,821			1,909			1,978			2,009			1,936			2,008			2,009			2,008
	Store-within-a-store locations(8)		780			900			988			988			979			987			988			987
Same store sales growth
	Domestic company-owned(9)		1.7	%		(6.6	)%		(0.4	)%
	Domestic franchised(10)		3.4	%		(3.2	)%		0.2	%


	(a)	The management fee represents an annual payment of $1.5 million to an affiliate of our principal stockholder and will not be payable subsequent to this offering.

	(1)	On January 1, 2002, we adopted SFAS No. 142, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. For the periods ended December 31, 2002 and December 4, 2003, we recorded impairment charges of $222.0 million (pre-tax), and $709.4 million (pre-tax), respectively, for goodwill and other intangibles as a result of decreases in expectations regarding growth and profitability.
	(2)	Upon adoption of SFAS No. 142, we recorded a one-time impairment charge of $889.7 million, net of tax, to reduce the carrying amount of goodwill and other intangibles to their implied fair value.
	(3)	A table outlining the impact of the adoption of SFAS No. 142 on the reported net loss as a result of the non-amortization of goodwill beginning on January 1, 2002 is included in note 5 to our audited consolidated financial statements included elsewhere in this prospectus.
	(4)	We have reflected the weighted average common shares outstanding of our predecessor to be the number of shares outstanding of our successor for each comparable period. The actual weighted average common shares outstanding of our predecessor for each period presented was 1,000 shares.
	(5)	Working capital represents current assets less current liabilities.
	(6)	EBITDA as used herein represents net (loss) income before interest expense, net, income tax (benefit) expense, depreciation and amortization. EBITDA includes (a) non-cash goodwill and intangible impairment losses of $222.0 million (pre-tax) and $709.4 million (pre-tax) incurred in the year ended December 31, 2002 and for the period January 1, 2003 to December 4, 2003, respectively and (b) a loss from cumulative effect of an accounting change of $889.7 million, net of tax, for the year ended December 31, 2002. We present EBITDA because we consider it a useful analytical tool for measuring our ability to service our debt and generate cash for other purposes. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. We understand that although EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, our calculation of EBITDA may not be comparable to other similarly titled measures of other companies. The following table reconciles EBITDA to net (loss) income as determined in accordance with GAAP for the periods indicated:


	(b)	The discretionary payment to stock option holders was made in conjunction with the $49.9 million restricted payments made to our common stockholders in March 2006. It was recommended to and approved by our board of directors. Our board of directors decided to make the discretionary payment because it recognized that the restricted payments decreased the value of equity interest of option holders, who were not entitled to receive the restricted payments based upon their options. See “Dividend Policy.” Our board also wanted to recognize the option holders for their contribution to GNC in 2005.


(2)	For the full year ended December 31, 2003, capital expenditures were $32.8 million.

(3)	The following table summarizes our locations for the periods indicated:


		Predecessor

		Period from
		January 1,			27 Days									Three Months			Three Months
		2003 to			Ended			Year Ended			Year Ended			Ended			Ended
		December 4,			December 31,			December 31,			December 31,			March 31,			March 31,
		2003			2003			2004			2005			2005			2006

Company-owned Stores
Beginning of period			2,898			2,757			2,748			2,642			2,642			2,650
Store openings(a)			80			4			82			137			32			40
Store closings			(221	)		(13	)		(188	)		(129	)		(30	)		(29	)

End of period			2,757			2,748			2,642			2,650			2,644			2,661

Franchised stores
	Domestic
Beginning of period			1,352			1,352			1,355			1,290			1,290			1,156
Store openings			98			5			31			17			3			2
Store closings			(98	)		(2	)		(96	)		(151	)		(32	)		(35	)

End of period			1,352			1,355			1,290			1,156			1,261			1,123

	International
Beginning of period			557			626			654			746			746			858
Store openings			88			28			115			132			34			48
Store closings			(19	)		—			(23	)		(20	)		(7	)		(33	)

End of period			626			654			746			858			773			873

Store-within-a-Store Locations
Beginning of period			900			988			988			1,027			1,027			1,149
Location openings			93			—			44			130			17			11
Location closings			(5	)		—			(5	)		(8	)		(1	)		—

End of period			988			988			1,027			1,149			1,043			1,160

Total locations			5,723			5,745			5,705			5,813			5,721			5,817


	(a)	Includes re-acquired franchised stores.

(4)

Domestic company-owned same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. Beginning in 2006, we also included our internet sales, as generated through www.gnc.com and drugstore.com, in our same store sales calculation. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes

		Predecessor									Successor		Predecessor			Successor
	during the current period, sales from that store up to and including the closing day are included as same store sales as long as the store was open during the same days of the prior period. Domestic company-owned same store sales were calculated on a calendar basis for all periods presented.
								Period from					Three			Three
(5)	Domestic franchised same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes during the current period, sales from that store up to and including the closing day are included as same store sales as long as the store was open during the same days of the prior period. Domestic franchised same store sales were calculated on a calendar basis for all periods presented.
		Year Ended						January 1,			27 Days		Months			Months
(6)	Adjusted to reflect (a) the sale by us of shares of our common stock offered hereby at an initial public offering price of $ per share and the application of the estimated net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (b) the payment after completion of the offering with cash on hand of a dividend totaling $ million to our common stockholders of record before the offering. See “Use of Proceeds,” “Dividend Policy,” and “Capitalization.”
		December 31,						2003 to			Ended		Ended			Ended
(7)	Working capital represents current assets less current liabilities.
								December 4,			December 31,		March 31,			March 31,
(dollars in millions)		2001			2002			2003			2003		2003			2004
Net (loss) income		$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4	$	(22.4	)	$	16.2
	Interest expense, net		139.9			136.4			121.1			2.8		32.3			8.7
	Income tax (benefit) expense		(14.1	)		1.0			(174.5	)		0.2		1.7			9.2
	Depreciation and amortization		122.1			58.0			59.1			2.3		15.4			9.3
EBITDA(a)		$	192.0		$	(765.5	)	$	(579.2	)	$	5.7	$	27.0		$	43.4

(a) EBITDA includes impairment charges that were incurred upon the testing of goodwill and other intangibles, in accordance with SFAS No. 142 for the periods ended December 31, 2002 and December 4, 2003.

	(7)	Capital expenditures for 2002 included approximately $13.9 million incurred in connection with our store reset and upgrade program.
	(8)	The following table summarizes our stores for the periods indicated:

	Predecessor									Successor			Predecessor			Successor
													Three			Three
	Year Ended						January 1,			27 Days			Months			Months
	December 31,						2003 to			Ended			Ended			Ended
							December 4,			December 31,			March 31,			March 31,
	2001			2002			2003			2003			2003			2004
Company-Owned Stores
Beginning of period balance		2,842			2,960			2,898			2,757			2,898			2,748
Store openings		220			117			80			4			18			23
Store closings		(102	)		(179	)		(221	)		(13	)		(37	)		(87	)
End of period balance		2,960			2,898			2,757			2,748			2,879			2,684
Franchised Stores
Beginning of period balance		1,718			1,821			1,909			1,978			1,909			2,009
Store openings		291			182			186			33			49			33
Store closings		(188	)		(94	)		(117	)		(2	)		(22	)		(34	)
End of period balance		1,821			1,909			1,978			2,009			1,936			2,008
Store-Within-A-Store Locations
Beginning of period balance		544			780			900			988			900			988
Store openings		237			131			93			—			79			1
Store closings		(1	)		(11	)		(5	)		—			—			(2	)
End of period balance		780			900			988			988			979			987

(9) Domestic company-owned same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. Domestic company-owned same store sales were calculated on a calendar basis for 2001, 2002 and 2003 and for each of the three months ended March 31, 2003 and 2004. As of December 31, 2001, 2002 and 2003, we had 2,829, 2,761 and 2,613 domestic company-owned stores, respectively, and as of March 31, 2003 and 2004, we had 2,741 and 2,549 domestic company-owned stores, respectively.

(10) Domestic franchised same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. Domestic franchised same store sales were calculated on a calendar basis for 2001, 2002 and 2003 and for each of the three months ended March 31, 2003 and 2004. As of December 31, 2001, 2002 and 2003, we had 1,364, 1,352 and 1,355 domestic franchised stores, respectively, and as of March 31, 2003 and 2004, we had 1,368 and 1,335 domestic franchised stores, respectively.

RISK FACTORS

Before deciding to invest in our common stock, you should carefully consider each of the following risk factors and all of the other information ~~set forth~~ in this prospectus. The following risks comprise ~~and~~all the material risks ~~described~~of ~~elsewhere~~which inwe ~~this prospectus~~are aware; however, these ~~including~~risks inand uncertainties may not be the ~~section~~only ~~entitled~~ones we face. ~~“Management’s~~Additional ~~Discussion~~risks and ~~Analysis~~uncertainties ofnot ~~Financial~~presently known to us or ~~Condition~~that ~~and~~we ~~Results~~currently ofbelieve ~~Operations,”~~are immaterial may also adversely affect our business or financial performance. The following risks could materially harm our business, financial condition, future results, and cash flow. If that occurs, the trading price of our common stock could decline, and you could lose all or part of your investment. ~~The~~ risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Relating Toto Our Business ~~And~~ and Industry

~~Products~~We ~~Liability —~~operate Wein ~~may~~a ~~incur material~~highly ~~product~~competitive ~~liability~~industry. Our failure to compete effectively could adversely affect our market share, revenues, and ~~product~~growth ~~recall costs~~prospects.

AsThe aU.S. nutritional ~~retailer,~~supplements ~~distributor~~retail ~~and~~industry ~~manufacturer~~is oflarge ~~products~~and ~~designed~~highly ~~for~~fragmented. ~~human~~Participants ~~consumption,~~include wespecialty ~~are subject to~~retailers, ~~product~~supermarkets, ~~liability~~drugstores, ~~claims~~mass ifmerchants, ~~the~~multi-level ~~use~~marketing organizations, ofon-line ~~our~~merchants, ~~products~~mail-order iscompanies, ~~alleged~~and a tovariety ~~have~~of ~~resulted~~other insmaller ~~injury~~participants. ~~Our~~The ~~products~~market ~~consist~~is ofalso ~~vitamins,~~highly ~~minerals,~~sensitive ~~herbs~~to ~~and~~the ~~other~~introduction ~~ingredients~~of ~~that~~new ~~are~~products, ~~classified~~including asvarious ~~foods~~prescription ordrugs, ~~dietary~~which ~~supplements~~may ~~and~~rapidly ~~are~~capture ~~not~~a ~~subject to pre-market~~significant ~~regulatory~~share ~~approval~~of in the ~~United States~~market. WeIn ~~have in~~ the ~~past been,~~United ~~and may in the future be~~States, ~~subject~~we toalso ~~various~~compete ~~product~~for ~~liability~~sales ~~claims,~~with ~~including,~~heavily ~~among~~advertised ~~others,~~national ~~that~~brands ~~our~~manufactured ~~products~~by ~~include~~large ~~inadequate~~pharmaceutical ~~instructions~~and ~~for~~food ~~use~~companies, oras ~~inadequate~~well ~~warnings concerning~~as ~~possible side effects and interactions with~~ other ~~substances~~retailers. ~~For~~In ~~example~~addition, as ofsome ~~May 20,~~products ~~2004,~~become wemore ~~have been~~mainstream, ~~named~~we asexperience aincreased ~~defendant~~competition infor ~~111 cases~~those ~~involving~~products ~~the~~as ~~sale of~~more ~~products~~participants ~~that~~enter ~~contain~~the ~~ephedra~~market. InFor ~~early 2003~~example, wewhen ~~instructed~~the ~~all of~~trend ~~our locations to stop selling products containing ephedra~~in ~~that~~favor ~~were manufactured by us or one~~ of ~~our~~low-carbohydrate ~~affiliates. Subsequently~~products developed, we ~~instructed~~experienced increased ~~all~~competition offor our ~~locations~~diet toproducts ~~stop~~from ~~selling~~supermarkets, ~~any~~drug ~~products~~stores, ~~containing~~mass ~~ephedra~~merchants, byand ~~June 30,~~other ~~2003.~~food Incompanies, ~~April~~which ~~2004,~~adversely ~~the~~affected ~~FDA~~sales ~~banned the sale~~ of ~~products~~our ~~containing~~diet ~~ephedra~~products. ~~See~~ ~~“Business —~~Our ~~Government Regulation —~~international ~~Product~~competitors ~~Regulation.”~~include ~~Sales~~large ofinternational ~~products~~pharmacy ~~containing~~chains, ~~ephedra~~major ~~amounted~~international tosupermarket ~~approximately $35.2 million~~chains, ~~or 3.3% of our retail sales, in 2003~~ and ~~approximately~~other ~~$182.9 million, or~~large 17U.~~1% of our retail sales, in 2002~~S.-based ~~In addition, although we~~companies ~~maintain quality controls and procedures~~ with ~~respect~~international ~~to products~~operations. weOur ~~manufacture,~~wholesale ~~our~~and ~~products could contain contaminated~~manufacturing ~~substances.~~operations ~~Many~~compete ofwith ~~the~~other ~~products~~wholesalers weand ~~sell~~manufacturers ~~are produced by~~of third-party ~~manufacturers~~nutritional supplements. AsWe amay ~~distributor~~not ofbe ~~products~~able to ~~manufactured~~compete byeffectively ~~third~~and ~~parties,~~our weattempt ~~may~~to ~~also~~do beso ~~liable~~may ~~for~~require ~~various~~us to ~~products~~reduce ~~liability~~our ~~claims~~prices, ~~for~~which ~~products~~may weresult doin ~~not~~lower ~~manufacture even~~margins. ~~though~~Failure weto effectively ~~have~~compete nocould ~~control~~adversely ~~over~~affect ~~the~~our ~~manufacturing~~market ~~procedures~~share, ~~used~~revenues, inand ~~connection~~growth ~~with the production of these third-party products~~prospects.

WeUnfavorable ~~maintain~~publicity ~~product liability insurance. However, such insurance may not continue to be available at a reasonable cost,~~ or, ifconsumer ~~available,~~perception ~~may~~of ~~not be adequate to cover liabilities. We generally seek to obtain contractual indemnification from parties that supply raw materials for~~ our ~~products~~ ~~or manufacture or market~~ products ~~we sell,~~ and toany ~~be added~~similar as an additional insured under such parties’ insurance policies. In connection with the Acquisition, we are also entitled to indemnification by Royal Numico, N.V. and Numico USA, Inc. for certain losses arising from all claims related to products ~~containing~~distributed ~~ephedra or Kava Kava. Any such indemnification or insurance is limited~~ by ~~its~~other ~~terms~~companies ~~and~~could ~~any such~~cause ~~indemnification,~~fluctuations asin aour ~~practical~~operating ~~matter,~~results ~~is limited to the creditworthiness of the indemnifying party~~ and ~~its insurer, and the absence of significant defenses by the insurers. If we do not have adequate insurance or contractual indemnification, product liabilities relating to our products~~ could have a material adverse effect on our ~~business~~reputation, ~~financial~~the ~~condition~~demand for our products, and ~~results~~ ofour ~~operations.~~ability ~~See~~to ~~“Business —~~generate ~~Legal Proceedings~~revenues.”

~~Competition —~~ We ~~operate~~are highly dependent upon consumer perception of the safety and quality of our products, as well as similar products distributed by other companies. Consumer perception of products can be significantly influenced by scientific research or findings, national media attention, and other publicity about product use. A product may be received favorably, resulting in high asales associated with that product that may not be ~~highly~~sustainable ~~competitive~~as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. For example, sales of some of our VMHS products, such as St. John’s Wort, Sam-e, and Melatonin, and more recently sales of Vitamin E, were initially strong, but decreased substantially as a result of negative publicity. As a result of the above factors, our operations may fluctuate significantly from quarter to quarter, which may impair our ability to make payments when due on our debt. Period-to-period comparisons of our results should not be relied upon as a measure of our future performance. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or any other similar products with illness or other adverse effects, that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our reputation, the demand for our products, and our ability to generate revenues.

The U.S. nutritional supplements retail industry is a large, highly fragmented and growing industry, with no single industry participant accounting for more than 10% of total industry retail sales. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, mail order companies and a variety of other smaller participants. The market is also highly sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. In the United States, we also compete for sales with supermarkets, drugstores and mass merchants and with heavily advertised national brands manufactured by large pharmaceutical and food companies, as

~~well~~Our asfailure ~~the~~to ~~Nature’s~~appropriately ~~Bounty®~~respond ~~and Nature’s~~to ~~Wealth®~~changing ~~brands,~~consumer ~~sold~~preferences ~~by Vitamin World®~~ and ~~other~~demand ~~retailers. In addition, as certain products become more mainstream, we experience increased competition~~ for ~~those products.~~new ~~For example, as the trend in favor of low-carbohydrate~~ products ~~has~~could ~~developed,~~significantly weharm ~~have experienced increased competition for~~ our ~~diet~~customer ~~products~~relationships ~~from supermarkets, drug stores, mass merchants~~ and ~~other~~product ~~food companies~~sales. Our international competitors also include large international pharmacy chains, major international supermarket chains and other large U.S.-based companies with international operations. Our wholesale and manufacturing operations also compete with other wholesalers and manufacturers of third-party nutritional supplements such as Tree of Life® and Leiner Health Products.

~~Increased~~Our ~~competition~~business ~~from~~is ~~companies~~particularly ~~that distribute~~subject ~~through~~to ~~retail~~changing orconsumer ~~wholesale~~trends and ~~channels~~preferences, ~~could~~especially ~~have~~with ~~a material~~respect ~~adverse~~to ~~effect on~~ our ~~financial~~diet ~~condition and results~~products. ofFor ~~operations.~~example, ~~Such~~the ~~companies~~recent ~~may~~trend ~~have~~in ~~greater~~favor ~~financial~~of ~~and~~low-carbohydrate diets ~~other~~was ~~resources~~not ~~available~~as todependent ~~them~~on ~~and~~diet ~~possess~~products ~~manufacturing, distribution~~as ~~and~~many ~~marketing~~other ~~capabilities greater than ours.~~dietary ~~Certain~~programs, ofwhich ~~our~~caused ~~competitors~~and may ~~have~~continue ~~significantly~~to ~~greater financial,~~cause ~~technical~~a ~~and~~significant reduction ~~marketing~~in ~~resources~~sales ~~than~~in weour dodiet category. InOur continued success ~~addition,~~depends ~~our~~in ~~competitors~~part ~~may~~on beour ~~more~~ability ~~effective~~to anticipate and ~~efficient~~respond into ~~integrating~~these ~~new~~changes, ~~products.~~and Wewe may not be able to ~~compete effectively~~respond ~~and~~in ~~any~~a oftimely ~~the~~or commercially ~~factors~~appropriate ~~listed~~manner ~~above~~to ~~may~~these ~~cause~~changes. ~~price~~If we are ~~reductions~~unable to do so, ~~reduced~~our ~~margins~~customer relationships and ~~losses~~product ofsales could ~~our~~be ~~market~~harmed ~~share~~significantly.

~~Effect~~Furthermore, ofthe ~~Unfavorable~~nutritional ~~Publicity —~~supplement industry is ~~Unfavorable~~characterized ~~publicity~~by orrapid ~~consumer~~and ~~perception~~frequent ofchanges ~~our~~in demand for products and ~~any~~ ~~similar~~new ~~products~~product ~~distributed~~introductions. byOur ~~other~~failure ~~companies~~to accurately predict these trends could ~~have~~negatively impact consumer opinion of our stores as a source for the latest products. This ~~material~~could ~~adverse~~harm ~~effect~~our oncustomer relationships and cause losses to our market ~~business~~share. The success of our new product offerings depends upon a number of factors, including our ability to:

We• ~~are~~accurately ~~highly~~anticipate ~~dependent~~customer ~~upon~~needs; ~~consumer~~• ~~perception regarding~~innovate ~~the safety~~ and ~~quality~~develop ofnew ~~our~~ products,; as• ~~well~~successfully ~~as similar~~commercialize ~~products~~new ~~distributed by other companies. Consumer perception of~~ products ~~can~~in be significantly influenced by scientific research or findings, national media attention and other publicity about product use. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions such earlier research or publicity could have a ~~material~~timely ~~adverse~~manner; ~~effect~~• onprice our ~~ability to generate revenues. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our~~ products orcompetitively; ~~any~~• ~~other~~manufacture ~~similar~~and ~~products~~deliver ~~with illness or other adverse effects, that questions the benefits of~~ our ~~or similar~~ products orin ~~that~~sufficient ~~claims~~volumes ~~that~~and ~~any~~in ~~such products are ineffective could have~~ a ~~material~~timely ~~adverse~~manner; ~~effect on our financial condition~~ and ~~results~~• ofdifferentiate ~~operations.~~our ~~Consumer recognition~~product ofofferings ~~brand~~from ~~names~~those ~~that we carry and the association~~ of ~~these~~ ~~brand names with safe, quality and effective products are also an integral part of~~ our ~~business~~competitors. The occurrence of any events or adverse publicity that cause consumers to no longer associate these brand names with safe, quality or effective products could have a material adverse effect on our business. Adverse publicity could arise even if the adverse effects associated with these products resulted from consumers’ failure to consume them appropriately.

~~Consumer~~If ~~Preferences —~~we ~~Changes~~do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of ~~consumer~~our ~~preferences~~products could ~~adversely~~become ~~affect~~obsolete, ~~our~~which could have a material ~~business~~adverse effect on our revenues and operating results.

~~Our~~Changes ~~business is subject to changing consumer trends and preferences, which are difficult to predict. Our continued success depends~~ in ~~part on~~ our ~~ability~~management toteam ~~anticipate and~~could ~~respond~~affect toour ~~changes~~business instrategy ~~consumer preferences,~~ and weadversely ~~may~~impact not respond in a timely or commercially appropriate manner to such changes. For example, the current trend in favor of low-carbohydrate diets is not as dependent on diet products as many other dietary programs. As a result, we have experienced and may continue to experience a decline in sales of our ~~diet products.~~performance ~~Failure to anticipate~~ and ~~respond~~results ~~to changing consumer preferences could lead to, among other things, rejection~~ of ~~a new product line, reduced demand and price reductions for our products, which could have a material adverse effect on our business~~operations.

~~Government~~In ~~Regulation~~the last two years, we have experienced several management changes. In December 2004, our then Chief Executive Officer resigned. In 2005, five of our then key officers resigned, including our former Chief Executive Officer, who served in that position for approximately five months. In November 2005, our board of directors appointed Joseph Fortunato, then our Chief Operating Officer, as our Chief Executive Officer. Effective April —17, 2006, our Chief Operating Officer resigned, ~~Compliance~~although ~~with~~he ~~governmental~~continues ~~regulations~~to ~~may~~serve ~~impose~~as ~~additional~~Merchandising Counselor, and ~~costs~~we appointed a new Chief Merchandising Officer. Effective April 28, 2006, the new Chief Merchandising Officer resigned. These and other changes in management could result in changes to, or impact the execution of, our business strategy. Any such changes could be significant and could have a negative impact on our performance and results of operations. In addition, if we are unable to successfully transition members of management into their new positions, management resources could be constrained.

~~The~~Compliance ~~processing,~~with ~~formulation,~~new ~~manufacturing, packaging,~~and ~~labeling,~~existing ~~advertising~~governmental ~~and~~regulations ~~distribution~~could ofincrease our ~~products~~ ~~are~~costs ~~subject~~significantly ~~to regulation by one or more federal agencies, including the Food~~ and ~~Drug~~adversely ~~Administration (“FDA”),~~affect ~~the~~our ~~Federal~~results ~~Trade Commission (“FTC”), the Consumer Product Safety Commission, the United States Department~~ of ~~Agriculture and the Environmental Protection Agency~~operations. ~~These activities are also regulated by various agencies of the states and localities in which our products are sold.~~

The processing, formulation, manufacturing, packaging, labeling, advertising, and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the Food and Drug Administration, or FDA, the Federal Trade Commission, or FTC, the Consumer Product Safety Commission, the United States Department of Agriculture, and the Environmental Protection Agency. These activities are also regulated by various state, local, and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and

~~The~~increased ~~FDA~~costs ~~may~~to ~~attempt~~us. toFor ~~regulate~~instance, ~~any~~the ofFDA ~~our~~regulates, among ~~products~~other ~~that~~things, ~~fall~~the ~~within~~composition, ~~its~~safety, ~~jurisdiction~~labeling, and ~~the FTC has~~marketing ~~jurisdiction~~of todietary ~~regulate~~supplements ~~the~~(including ~~advertising~~vitamins, ofminerals, ~~our~~herbs, ~~products that~~and ~~fall~~other ~~within~~dietary ~~its~~ingredients ~~jurisdiction~~for human use). The FDA may not accept ~~the~~ the evidence of safety for any new ~~ingredients~~dietary ingredient that we may ~~want~~wish to market, may determine that a particular ~~product~~dietary supplement or ~~product~~ ingredient presents an unacceptable health risk, and may determine that a particular claim or statement of nutritional support that we ~~want~~ use to ~~use~~support the marketing of a dietary supplement is an ~~unacceptable~~impermissible drug claim or an unauthorized version of a ~~food~~ “health claim,.” ~~or the FDA or the FTC may determine that particular claims are not adequately supported by available scientific evidence.~~ See “Business — Government ~~Regulation~~Regulations — Product Regulation.” ~~Such a~~Any ~~determination~~of ~~would~~these actions could prevent us from marketing particular dietary supplement products or ~~using~~ making certain claims or statements of nutritional support ~~on our~~for ~~products~~them. The ~~One~~FDA ofcould ~~the~~also ~~key~~require ~~areas~~us ofto ~~our~~remove ~~development~~a ~~focus~~particular isproduct from the ~~specialty~~market. ~~supplements~~For ~~category~~example, ~~which~~in ~~includes~~April ~~products~~2004, ~~that are~~the ~~directed at particular nutritional concerns. The~~ FDA ~~may~~banned ~~not~~the ~~agree~~sale ~~with~~of ~~our~~products ~~statements~~containing ofephedra. ~~nutritional~~Sale ~~support~~of asproducts ~~to a~~containing ~~particular~~ephedra ~~specialty~~amounted ~~supplement or permit us~~ to ~~promote~~approximately ~~our specialty supplements directed at particular nutritional concerns~~$35.2 million, Weor ~~also may be unable to disseminate third-party~~3.3%, ~~literature~~of ~~in connection with~~ our ~~products~~retail ifsales ~~the~~in ~~third-party literature~~2003 ~~fails~~and ~~to satisfy certain requirements~~approximately $182.9 million, Inor ~~addition~~17.1%, ~~the~~ ~~FDA~~of ~~could~~our ~~require~~retail ussales toin ~~remove a particular product from the market~~2002. Any future recall or removal would result in additional costs to us, including lost revenues from any additional products that we ~~are~~ are required to remove from the market, any of which could be material. Any ~~such~~ product recalls or removals could also lead to liability, substantial costs, and reduced growth prospects.

~~Although~~Additional ~~the~~or ~~regulation~~more stringent regulations of dietary supplements is ~~less~~and ~~restrictive~~other ~~than~~products ~~the~~have ~~regulation~~been ofconsidered ~~drugs,~~from ~~dietary supplements~~time ~~may~~to ~~not~~time. ~~continue~~These developments tocould berequire ~~subject~~reformulation toof ~~less~~some ~~restrictive~~products to ~~regulation.~~meet ~~Further~~new standards, ifrecalls ~~more~~or ~~stringent~~discontinuance ~~statutes~~of ~~are~~some ~~enacted for~~products ~~dietary~~not ~~supplements,~~able orto ifbe ~~more~~reformulated, ~~stringent~~additional ~~regulations are~~record-keeping ~~promulgated~~requirements, weincreased ~~may~~documentation ~~not~~of bethe ~~able~~properties toof ~~comply~~some products, ~~with~~additional ~~such~~or ~~statutes~~different orlabeling, additional ~~regulations~~scientific ~~without~~substantiation, ~~incurring~~adverse ~~substantial~~event ~~expense~~reporting, or atother ~~all~~new requirements. Any of these developments could increase our costs ~~Legislation~~significantly. For example, legislation has been introduced in Congress to impose substantial new regulatory requirements for dietary supplements including adverse event reporting, ~~postmarket~~and ~~surveillance~~other requirements,. ~~FDA~~Key ~~reviews~~members of Congress and the dietary supplement industry ~~ingredients,~~have indicated that they have reached an agreement to ~~safety~~support ~~testing~~legislation requiring adverse event reporting. If enacted, new legislation could raise our costs and ~~records~~negatively impact ~~inspection~~our business. ~~One~~In ~~such~~addition, ~~bill~~we ~~would~~expect that the FDA will ~~subject~~soon ~~specified~~adopt ~~anabolic~~the ~~steroid~~proposed ~~substances~~rules ~~currently~~on ~~used~~Good Manufacturing Practice in ~~some~~manufacturing, packaging, or holding dietary ingredients and dietary supplements, ~~such~~which aswill ~~androstenedione,~~apply to the products we ~~requirements~~manufacture. ofWe ~~the~~may ~~Controlled~~not ~~Substances~~be ~~Act.~~able Ifto ~~enacted,~~comply ~~any of~~with the ~~proposed~~new ~~legislation~~rules without incurring additional expenses, which could ~~raise~~be significant. ~~our~~See ~~costs~~“Business — ~~and~~Government Regulation — ~~hinder~~Product ~~our~~Regulation” for additional ~~business~~information.

InOur ~~addition,~~failure weto ~~expect~~comply ~~that~~with ~~the~~FTC ~~FDA~~regulations ~~soon~~and ~~will adopt~~existing ~~the~~consent ~~proposed~~decrees ~~rules~~imposed on ~~Good~~us ~~Manufacturing~~by ~~Practice in manufacturing, packaging, or holding dietary ingredients and dietary supplements, which will apply to~~ the ~~products~~FTC ~~we manufacture.~~could ~~These~~result ~~regulations will require dietary supplements to be prepared, packaged and held~~ in ~~compliance~~substantial ~~with~~monetary ~~strict rules,~~penalties and ~~will~~could ~~require~~adversely ~~quality~~affect ~~control~~our ~~provisions~~operating ~~similar to those in the Good Manufacturing Practice regulations for drugs~~results. ~~We may not be able to comply with the new rules without incurring additional expenses.~~

The FTC exercises jurisdiction over the advertising of dietary supplements. Inand ~~the past, the FTC~~ has instituted numerous enforcement actions against dietary supplement companies, including us, for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. ~~These~~As ~~enforcement~~a ~~actions~~result ~~have often resulted in consent decrees and the payment~~ of ~~civil~~these ~~penalties~~enforcement byactions, ~~the~~we ~~companies involved. We~~ are currently subject to three consent decrees that limit our ability to make ~~certain~~ certain claims with respect to our products and required us to pay civil penalties. See “Business — Government Regulation — Product Regulation.” ~~Our~~Failure ~~policy~~by isus toor ~~use~~our ~~advertising~~franchisees ~~that~~to ~~complies~~comply with the consent decrees and applicable regulations. ~~Nevertheless,~~could ~~inadvertent failures to comply with the consent decrees and applicable regulations may~~ occur from time to time~~, and we have less control over franchisees’ activities than we do over company-owned stores~~. Violations of these orders could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

WeBecause ~~are~~we ~~also~~rely ~~subject~~on toour ~~regulation~~manufacturing ~~under~~operations ~~various state,~~to ~~local,~~produce ~~and~~nearly ~~international~~all ~~laws~~of ~~that include provisions governing, among other things,~~ the ~~processing,~~proprietary ~~formulation, manufacturing,~~products ~~packaging,~~we ~~labeling~~sell, ~~advertising~~disruptions ~~and~~in ~~distribution of~~ our ~~products~~manufacturing ~~that~~system ~~are deemed “dietary supplements”~~ or ~~“over-the-counter~~losses ~~drugs.”~~of ~~Government~~manufacturing ~~regulations~~certifications ~~in foreign~~could ~~countries~~adversely ~~may~~affect ~~prevent~~our orsales ~~delay~~and ~~the~~customer ~~introduction, or require the reformulation, of certain of our products~~relationships.

Our manufacturing operations produced approximately 33% of the products we sold for the first quarter of 2006 and approximately 35% for 2005. Other than powders and liquids, nearly all of our proprietary products are produced in our manufacturing facility located in Greenville, South Carolina. As of March 31, 2006, no one vendor supplied more than 10% of our raw materials. In the event any of our third-party suppliers or vendors were to become unable or unwilling to continue to provide raw materials in

~~In addition, from time to time in~~ the ~~future, Congress,~~required ~~the~~volumes ~~FDA, the FTC or other federal, state, local or foreign legislative~~ and ~~regulatory~~quality ~~authorities~~levels ~~may impose additional laws~~ or ~~regulations~~in ~~that~~a ~~apply~~timely ~~to us~~manner, ~~repeal laws or~~ ~~regulations that~~ we ~~consider~~would ~~favorable~~be required to usidentify orand ~~impose~~obtain ~~more~~acceptable ~~stringent~~replacement ~~interpretations~~supply ~~of current laws or regulations~~sources. WeIf we are ~~not~~ ~~able~~unable to ~~predict the nature of such future laws, regulations,~~obtain ~~repeals~~alternative orsupply ~~interpretations or to predict the effect additional governmental regulation~~sources, ~~when and if it occurs, would have on~~ our business incould ~~the~~be ~~future~~adversely affected. ~~Such~~Any ~~developments~~significant ~~could,~~disruption ~~however, require~~in ~~reformulation~~our ofoperations ~~certain~~at ~~products to meet new standards,~~our ~~recalls~~Greenville, orSouth ~~discontinuance~~Carolina offacility ~~certain~~for ~~products~~any ~~not~~reason, ~~able to be~~including ~~reformulated,~~regulatory ~~additional record-keeping~~ requirements, ~~increased documentation~~and ofloss ~~the properties~~ of ~~certain products~~certifications, ~~additional~~power orinterruptions, ~~different~~fires, ~~labeling~~hurricanes, ~~additional scientific substantiation~~war, or other ~~new~~force ~~requirements. Any such developments~~ majeure, could ~~have~~disrupt ~~a material~~our ~~adverse~~supply ~~effect~~of ~~on our business~~products, ~~financial~~adversely ~~condition~~affecting ~~and~~our ~~results~~sales ofand ~~operations~~customer relationships.

~~Demand~~If ~~for~~we ~~New~~fail ~~Products — Our failure~~ to ~~keep~~protect ~~pace~~our ~~with~~brand ~~the~~name, ~~demands~~competitors ofmay ~~our~~adopt ~~customers~~trade ~~for~~names ~~new products~~that ~~and~~dilute ~~services~~the ~~could~~value ~~significantly~~of ~~harm~~ our ~~business~~ brand name.

~~The~~We ~~nutritional~~have ~~supplement~~invested ~~industry~~significant weresources ~~serve~~to ispromote our GNC brand ~~characterized~~name byin ~~rapid~~order ~~and~~to ~~frequent~~obtain ~~changes~~the inpublic ~~demand~~recognition ~~for~~that we have ~~products~~today. ~~and~~However, ~~new~~we ~~product~~may ~~introductions~~be unable or unwilling to strictly enforce our trademark in each jurisdiction in which we do business. ~~Some~~In addition, because of ~~our~~the ~~competitors~~differences in foreign trademark laws concerning proprietary rights, our trademark may not ~~invest~~receive ~~more~~the ~~heavily~~same degree of protection in ~~research~~foreign ~~and/~~countries as it does in the United States. Also, we may not always be able to successfully enforce our trademark against competitors or against ~~product~~challenges ~~development~~by others. For example, a third party is ~~than~~currently wechallenging doour right to register in the United States certain marks that incorporate our “GNC Live Well” trademark. ~~The~~Our ~~success~~failure to successfully protect our trademark could diminish the value and effectiveness of our ~~new~~past ~~product~~and future ~~offerings~~marketing ~~depends~~efforts and could cause customer confusion. ~~upon~~This acould ~~number~~in ofturn ~~factors,~~adversely ~~including~~affect our ~~ability~~revenues ~~to:~~and profitability.

•Intellectual ~~accurately~~property ~~anticipate~~litigation ~~customer needs; • innovate~~ and ~~develop~~infringement ~~new~~claims ~~products;~~against •us ~~successfully~~could ~~commercialize~~cause ~~new~~us ~~products~~to inincur asignificant ~~timely~~expenses ~~manner;~~or •prevent ~~price~~us ~~our~~from ~~products~~manufacturing, ~~competitively~~selling, ~~and~~or ~~manufacture~~using ~~and~~some ~~deliver~~aspect of our products, inwhich ~~sufficient~~could ~~volumes~~adversely ~~and~~affect onour ~~time;~~revenues and •market ~~differentiate our product offerings from those of our competitors~~share.

IfWe wemay dobe ~~not~~subject ~~introduce~~to ~~new~~intellectual ~~products~~property orlitigation ~~make~~and ~~enhancements~~infringement claims, which could cause us to ~~meet~~incur ~~the~~significant expenses ~~changing~~or ~~needs~~prevent us from manufacturing, selling, or using some aspect of our ~~customers~~products. inClaims aof intellectual property ~~timely~~infringement ~~manner~~also may require us to enter into costly royalty or license agreements. However, ~~some~~we ofmay be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights could ~~become~~be ~~obsolete,~~costly inand would divert the attention ~~which~~of ~~case~~management ~~our~~and ~~customer~~key ~~relationships~~personnel, ~~revenues~~which ~~and~~in ~~operating~~turn could adversely ~~results~~affect ~~would~~our ~~suffer~~revenues and profitability.

~~Limited~~A ~~Human~~substantial ~~Experience —~~amount ~~Some~~ of our ~~products~~revenues ~~contain~~are ~~innovative~~generated ~~ingredients~~from ~~for~~our ~~which~~franchisees, ~~there is~~and ~~little~~our ~~long-term~~revenues ~~experience~~could ~~with~~decrease ~~human consumption~~significantly if our franchisees do not conduct their operations profitably or if we fail to attract new franchisees.

~~Some~~As of ~~our~~March 31, ~~products~~2006 ~~contain~~approximately ~~innovative ingredients~~34%, ~~which~~and doas ~~not~~of December 31, ~~have~~2005 ~~long~~approximately ~~histories~~35%, of ~~human~~our retail ~~consumption.~~locations ~~There~~were ~~may~~operated beby ~~little~~franchisees. ~~long-term~~Our ~~experience~~franchise ~~with human~~operations ~~consumption~~generated approximately 16% of ~~certain~~our revenues for the first quarter of ~~these~~2006 ~~innovative~~and ~~product~~for ~~ingredients~~2005. Our ~~products~~revenues ~~may~~from ~~not~~franchised stores ~~have~~depend on the ~~effects~~franchisees’ ~~intended.~~ability ~~Previously~~to operate their ~~unknown~~stores ~~adverse~~profitably ~~reactions~~and ~~resulting~~adhere ~~from~~to ~~the~~our ~~long-term~~franchise ~~human~~standards. The ~~consumption~~closing of ~~these~~unprofitable ~~ingredients~~franchised ~~could~~stores ~~occur.~~or ~~Any~~the ~~negative~~failure of ~~effect~~franchisees ~~alleged~~ to ~~result~~comply ~~from~~with ~~use~~our ofpolicies ~~one~~could ofadversely affect our ~~products~~reputation and could reduce the amount of our franchise ~~result~~revenues. inThese ~~decreased~~factors ~~sales~~could ~~and~~have ~~additional~~a ~~product~~material ~~liability~~adverse effect on ~~claims~~our revenues and operating income.

~~Fluctuating~~If ~~Operating~~we ~~Results —~~are unable to attract new franchisees or to convince ~~External~~existing ~~factors~~franchisees ~~such~~to asopen ~~publicity~~additional ~~and~~stores, ~~consumer~~any ~~trends~~growth in royalties from franchised stores will depend solely upon increases in revenues at existing franchised stores, ~~may~~which could ~~cause~~be ~~significant~~minimal. ~~fluctuations~~In addition, our ability to open additional franchised locations is limited by the territorial restrictions in our ~~cash~~existing ~~flows~~franchise agreements as well as our ability to identify additional markets in the United States and other ~~profitability~~countries that are not currently saturated with the products we offer. If we are unable to open additional franchised locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing locations.

Our business is significantly impacted by external factors such as consumer trends, publicity and scientific studies relating to ingredients in our products, some of which we cannot predict. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Consequently, we may have temporary spikes in our net revenues causing unpredictability in our operating results. For example, sales of some of our herbal and vitamin products, such as St. John’s Wort, Sam-e and Melatonin, were initially strong, but decreased substantially as a result of negative publicity. Therefore, we believe period-to-period comparisons of our results may not be a fair indicator of, and should not be relied upon as a measure of our future performance.

~~Insurance —~~Economic, Wepolitical, ~~self-insure~~and ~~for~~other ~~a significant~~risks ~~portion~~associated ofwith our ~~claims~~international ~~exposure,~~operations ~~which~~ could ~~materially~~ adversely affect our ~~results~~revenues ~~of operations~~and international growth prospects.

~~Our~~As ~~future~~of ~~insurance~~March 31, ~~and~~2006, ~~claims~~we ~~expense~~had ~~could materially~~873 ~~adversely~~international ~~affect~~franchised stores ~~our~~in ~~results~~45 ofinternational ~~operations~~markets. We ~~face an~~derived ~~inherent~~7.9% ~~risk~~ of ~~exposure~~our revenues tofor ~~product liability claims in~~ the ~~event~~ ~~that,~~first ~~among~~quarter ~~other~~of ~~things,~~2006 ~~the~~and ~~use~~8.2% of our ~~products results~~revenues infor ~~injury.~~2005 Wefrom ~~carry~~our ~~product~~international ~~liability~~operations. ~~insurance~~As ~~coverage~~part ~~that involves~~of ~~self-insured retentions with primary and excess~~our ~~liability~~business ~~coverage~~strategy, ~~above~~we ~~the~~intend ~~retention~~to ~~amount.~~expand Weour ~~also self~~international ~~insure~~franchise ~~certain~~presence. ~~property~~Our ~~and~~international ~~casualty~~operations ~~risks~~are ~~due~~subject to ~~the frequency~~ ~~and severity of~~ a ~~loss,~~number ~~the cost~~ of ~~insurance,~~risks ~~the~~inherent ~~availability of~~to ~~the~~operating ~~insurance~~ in ~~the~~foreign ~~market~~countries, and ~~the~~any ~~overall~~expansion ~~risk analysis. Because~~ of our ~~self-insured~~international ~~retention~~operations ~~amounts,~~will ~~we have~~increase ~~significant exposure to fluctuations in~~ the ~~number~~effects ~~and severity~~ of ~~claims~~these risks. IfThese ~~there~~risks ~~is an increase in the frequency and severity of claims~~include, oramong ~~if we are required to accrue or pay additional~~others: ~~amounts because the claims prove to be more severe than originally assessed, our profitability would be adversely affected.~~

We• ~~maintain~~political ~~insurance~~and ~~with~~economic ~~licensed~~instability ~~insurance carriers~~of ~~above~~foreign ~~the~~markets; ~~amounts~~• ~~for~~foreign ~~which~~governments’ werestrictive ~~self-insure.~~trade ~~Since September~~policies; ~~2001,~~• ~~insurance~~inconsistent ~~carriers~~product ~~have~~regulation ~~been~~or ~~raising~~sudden ~~premiums for~~policy ~~many~~changes ~~businesses,~~by ~~including~~foreign ~~nutritional~~agencies ~~supplement~~or ~~retailers. Prior~~governments; to• the ~~Acquisition,~~imposition ~~we received insurance coverage for many~~ of, ~~our~~or ~~insurance~~increase ~~policies~~in, ~~from~~duties, ~~Numico USA~~taxes, ~~Inc.~~government ~~As a result of the consummation of the Acquisition~~royalties, weor ~~were~~non-tariff ~~required~~trade ~~to obtain~~barriers; ~~our~~• ~~own~~difficulty ~~insurance~~in ~~policies~~collecting ~~including~~international ~~policies~~accounts ~~for~~receivable ~~general products~~and ~~liability.~~potentially ~~Although~~longer ~~our~~payment ~~deductibles~~cycles; ~~for~~• ~~products liability~~increased ~~were~~costs ~~historically~~in ~~$50,000,~~maintaining ~~our~~international ~~deductibles/retentions have~~franchise ~~increased~~and tomarketing ~~$1 million~~efforts; ~~per~~• ~~claim.~~difficulty Asin aoperating ~~result,~~ our ~~insurance~~ ~~and~~manufacturing ~~claims~~facility ~~expense~~abroad ~~could~~and ~~increase~~procuring insupplies ~~the~~from ~~future. Alternatively,~~overseas wesuppliers; ~~could~~• ~~raise~~exchange ~~our~~controls; ~~deductible/retention,~~• ~~which would~~problems ~~increase~~entering ~~our~~international ~~already~~markets ~~significant~~with ~~exposure~~different tocultural ~~expense~~bases ~~from claims.~~and Ifconsumer ~~these~~preferences; ~~expenses increase, our financial condition~~ and ~~results~~ of• ~~operations~~fluctuations ~~could~~in beforeign ~~materially~~currency ~~adversely~~exchange ~~affected~~rates.

IfAny ~~any~~of ~~claim~~these ~~were~~risks tocould ~~exceed~~have ~~our~~a ~~coverage,~~material ~~we would~~adverse ~~bear~~effect ~~the~~on ~~excess, in addition to~~ our ~~other self-insured~~ ~~amounts.~~international ~~Any~~operations ~~such claim could materially~~ and ~~adversely affect~~ our ~~financial~~growth ~~condition and results of operations~~strategy.

~~Dependence on Profitable~~ Franchise ~~Operations —~~ Aregulations ~~substantial~~could ~~amount~~limit of our ~~revenues~~ability ~~are generated~~to ~~from~~terminate ~~our~~or ~~franchisees~~replace ~~and~~under-performing ~~our~~franchises, ~~revenues~~which could ~~decrease significantly~~adversely ifimpact ~~our~~franchise ~~franchisees do not conduct their operations profitably or we fail to attract new franchisees~~revenues.

As ofa ~~March 31~~franchisor, ~~2004,~~we ~~approximately~~are ~~35%~~subject ofto federal, state, and ~~our~~international ~~retail~~laws ~~locations~~regulating ~~were~~the ~~operated~~offer byand ~~franchisees.~~sale ~~Our~~of ~~revenues~~franchises. ~~from~~These ~~franchised~~laws ~~stores~~impose ~~depend~~registration onand ~~the~~extensive ~~franchisees’ ability~~disclosure torequirements ~~operate~~on ~~their~~the ~~stores~~offer ~~profitably~~ and ~~adhere~~sale toof ~~our~~franchises ~~franchise~~and frequently apply substantive standards. ~~The~~to ~~closing~~the ofrelationship ~~unprofitable~~between franchisor ~~stores~~and orfranchisee and limit the ~~failure~~ability of ~~franchisees~~ a franchisor to ~~comply~~terminate ~~with~~or ~~our~~refuse ~~policies~~to ~~could~~renew ~~adversely~~a ~~affect~~franchise. We may, therefore, ~~our~~be ~~reputation~~required to retain an under-performing franchise and ~~could~~may ~~reduce~~be unable to replace the ~~amount~~franchisee, ofwhich ~~our~~could ~~franchise~~adversely impact franchise revenues. In addition, ~~litigation~~we ~~with~~cannot ~~franchisees~~predict isthe ~~difficult~~nature toand ~~predict.~~effect ~~These~~of ~~factors~~any ~~could~~future ~~have~~legislation aor ~~material~~regulation ~~adverse effect~~ on our franchise ~~financial condition and results of~~ operations.

IfWe wemay ~~are~~incur ~~unable~~material toproduct ~~attract~~liability ~~new franchisees or to convince existing franchisees to open additional stores~~claims, ~~any growth in royalties from franchised stores will depend solely upon increases in revenues at existing franchised stores,~~ which could beincrease ~~minimal. In addition,~~ our ~~ability~~costs ~~to open additional franchised locations is limited by the territorial restrictions in our existing franchise agreements as well as our ability to identify additional markets in the United States~~ and ~~Canada~~adversely ~~that are~~affect not currently saturated with the products we offer. If we are unable to open additional franchised locations, we will have to sustain additional growth internally by attracting new and repeat customers to our ~~existing locations. If we are unable to do so~~reputation, ~~our~~ revenues ~~may decline significantly and have a material adverse effect on our business~~, ~~financial condition~~ and ~~results~~ ofoperating ~~operations~~income.

~~Franchise~~As ~~Regulation —~~a Weretailer, distributor, and manufacturer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs, and other ingredients that are classified as foods or dietary supplements and are not subject to ~~franchise~~pre-market ~~regulation~~regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, third-party manufacturers produce many of the products we sell. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. We have been and may be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. For example, as of March 31, 2006, we have been named as a defendant in 227 pending cases involving the sale of

We are subject to federal and state laws regulating the offer and sale of franchises. These laws impose registration and extensive disclosure requirements on the offer and sale of franchises. These laws frequently apply substantive standards to the relationship between franchisor and franchisee and limit the ability of a franchisor to terminate or refuse to renew a franchise. State franchise laws may delay or prevent us from terminating a franchise or withholding consent to renew or transfer a franchise. We may, therefore, be

~~required~~products tothat ~~retain~~contain anephedra. ~~underperforming~~See ~~franchise~~“Business — Legal Proceedings.” Any product liability claim against us could result in increased costs and ~~may~~could beadversely ~~unable~~affect toour reputation ~~replace~~with ~~the~~our ~~franchisee~~customers, which ~~could~~in ~~have~~turn ancould adversely ~~adverse~~affect ~~effect~~our onrevenues ~~franchise~~and ~~revenues~~operating income. InAll ~~addition,~~claims to date have been tendered to the ~~nature~~third-party manufacturer or to our insurer, and ~~effect~~we ofhave ~~any~~incurred ~~future~~no ~~legislation~~expense orto ~~regulation~~date onwith ~~our~~respect to ~~franchise~~litigation ~~operations~~involving ~~cannot~~ephedra beproducts. ~~predicted~~Furthermore, we are entitled to indemnification by Numico for losses arising from claims related to products containing ephedra sold before December 5, 2003. All of the pending cases relate to products sold before that time.

~~International~~We ~~Risks —~~are ~~Economic, political~~not ~~and~~insured ~~other~~for ~~risks~~a ~~associated~~significant ~~with~~portion of our ~~international operations~~claims exposure, which could materially and adversely affect our ~~business~~operating income and profitability.

~~For~~We have procured insurance independently for the ~~year~~following areas: ~~ended~~(1) general ~~December~~liability; (2) ~~31,~~product ~~2003~~liability; (3) directors and ~~the three~~officers ~~months~~liability; ~~ended~~(4) property insurance; ~~March~~(5) ~~31,~~workers’ ~~2004,~~compensation ~~6.2%~~insurance; and (6) various 7other areas.2% We are self-insured for other areas, including: (1) medical benefits; ~~respectively~~(2) worker’s compensation coverage in New York, with a stop loss of $250,000; (3) physical damage to our ~~revenues~~tractors, trailers, ~~were~~and ~~derived~~fleet ~~from~~vehicles ~~our~~for field personnel use; and ~~international~~(4) physical ~~operations.~~damages ~~Our~~that ~~international~~may ~~operations~~occur at company-owned stores. We are not insured for some property and casualty risks ~~subject~~due to the frequency and severity of a ~~number~~loss, the cost of insurance, ~~risks~~and ~~inherent~~the overall risk analysis. In addition, we carry product liability insurance coverage that requires us to ~~operating~~pay deductibles/retentions with primary and excess liability coverage above the deductible/retention amount. Because of our deductibles and self-insured retention amounts, we have significant exposure to fluctuations in ~~foreign~~the number and severity ~~countries~~of claims. ~~These~~We ~~risks~~currently ~~include~~maintain product liability insurance with a retention of $1.0 million per claim with an aggregate cap on retained loss of $10.0 million. As a result, ~~among~~our ~~others:~~insurance and claims expense could increase in the future. Alternatively, we could raise our deductibles/retentions, which would increase our already significant exposure to expense from claims. If any claim exceeds our coverage, we would bear the excess expense, in addition to our other self-insured amounts. If the frequency or severity of claims or our expenses increase, our operating income and profitability could be materially adversely affected. See “Business — Legal Proceedings.”

• Risks ~~political~~Related ~~and~~to ~~economic~~Our ~~instability~~Substantial of foreign markets; • foreign governments’ restrictive trade policies; • inconsistent product regulation or sudden policy changes by foreign agencies or governments; • the imposition of, or increase in, duties, taxes, government royalties or non-tariff trade barriers; • difficulty in collecting international accounts receivable and potentially longer payment cycles; • increased costs in maintaining international franchise and marketing efforts; • exchange controls; • problems entering international markets with different cultural bases and consumer preferences; and • fluctuations in foreign currency exchange rates.Debt

~~All~~Our ofsubstantial ~~these~~debt ~~risks~~could ~~are~~adversely ~~beyond~~affect our ~~control.~~results ~~We cannot~~of ~~predict~~operations ~~the nature~~ and ~~the~~financial ~~likelihood~~condition ofand ~~any~~otherwise ~~such~~adversely ~~events. However,~~impact ~~if such an event should occur, it could have a material adverse effect on~~ our ~~business,~~operating ~~financial~~income ~~condition~~ and ~~results of~~growth ~~operations~~prospects.

~~Reliance~~As onof ~~Suppliers~~March —31, We2006, ~~rely~~our total debt was approximately on$472.8 million, ~~certain~~and ~~suppliers~~we had an additional $65.1 million available for ~~raw~~borrowing ~~materials~~on ~~and~~a ~~other~~secured ~~products~~basis ~~and~~under our ~~are~~$75.0 million ~~vulnerable~~senior revolving credit facility after giving effect to ~~fluctuations~~the inuse of $9.9 million of the ~~availability~~revolving ~~and~~credit facility ~~price~~to secure letters of credit. All of the debt under our ~~such~~senior ~~raw~~credit ~~materials~~facility ~~and~~bears ~~products~~interest at variable rates. We are subject to additional interest expense if these rates increase significantly, which could also reduce our ability to borrow additional funds.

~~We purchase certain raw materials and third-party products from third-party suppliers and vendors.~~ Our ~~suppliers and~~substantial ~~vendors~~debt ~~may~~could ~~not~~have provide the raw materials or third-party products needed by us in the quantities requested, in a timely manner, or at a price we are willing to pay. In the event any of our third-party suppliers or vendors were to become unable or unwilling to continue to provide the important ~~raw~~consequences materials and third-party products in the required volumes and quality levels or in a timely manner, we would be required to identify and obtain acceptable replacement supply sources. We may not be able to obtain alternative suppliers and vendors on ~~a timely basis, or at all, which could result in lost sales because of~~ our ~~inability~~financial ~~to manufacture products containing such raw materials or deliver products we sell from certain suppliers~~condition. IfFor ~~such an event should occur~~example, it could ~~have a material adverse effect on~~: our business, financial condition and results of operations. In addition, we expect that the FDA will soon adopt the Good Manufacturing Practice regulations. Our suppliers and vendors may be subject to, and may not be able to comply with, these regulations. Even if they are able to comply with these regulations, their compliance may increase the cost of certain raw materials and third-party products.

~~Reliance~~• onrequire ~~Manufacturing Operations —~~us Weto ~~rely~~use onall or a large portion of our ~~manufacturing~~cash ~~operations~~ to ~~produce~~pay principal and interest on our debt, which could reduce the ~~products~~availability weof ~~sell~~our cash to fund working capital, capital expenditures, and weother ~~could~~business beactivities; ~~adversely affected~~• byincrease ~~disruptions~~our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our ~~manufacturing~~business ~~system~~and the industry in which we operate; • restrict us from making strategic acquisitions or ~~losses~~exploiting ~~of manufacturing~~business ~~certifications.~~ opportunities; • make it more difficult for us to satisfy our obligations with respect to our debt;

For the year ended December 31, 2003, and the three months ended March 31, 2004, our manufacturing operations produced approximately 32% and 33%, respectively, of the products we sold. Other than powders and liquids, nearly all of our proprietary products are produced in our manufacturing facilities. Any significant disruption in those operations for any reason, such as regulatory requirements and loss of

~~certifications,~~• ~~power~~place ~~interruptions,~~us ~~fires, hurricanes,~~at ~~war~~a orcompetitive ~~other~~disadvantage ~~force~~compared ~~majeure,~~to ~~could adversely affect~~ our ~~sales~~competitors ~~and~~that ~~customer~~have ~~relationships~~less debt; and ~~therefore~~• ~~adversely affect~~limit our ~~business~~ability to borrow additional funds, dispose of assets, or pay cash dividends.

~~Intellectual~~We ~~Property —~~require Ifa ~~we fail~~significant toamount ~~adequately~~of ~~protect~~cash orto ~~enforce~~service our ~~intellectual~~debt. ~~property rights,~~Our ~~competitors~~ability ~~may~~to ~~produce~~generate ~~and~~cash ~~market~~depends ~~products~~on ~~similar~~many ~~to ours.~~factors Inbeyond ~~addition~~our control and, as a result, we may not be ~~subject~~able to ~~intellectual~~make ~~property litigation~~payments ~~and~~on ~~infringement~~our ~~claims~~debt ~~by third parties~~obligations.

~~Our~~We ~~ability~~may be unable to ~~compete~~generate ~~effectively~~sufficient iscash ~~dependent~~flow from ~~upon~~operations, ~~the~~to ~~proprietary~~realize ~~nature~~anticipated ofcost ~~the~~savings ~~trademarks,~~and ~~designs,~~operating ~~processes,~~improvements ~~technologies~~on ~~and~~schedule ~~materials~~or ~~owned~~at byall, ~~used by~~ or ~~licensed~~ to ~~us.~~obtain ~~Although~~future borrowings weunder ~~attempt~~our tocredit ~~protect~~facilities ~~such~~or ~~trademarks and~~otherwise ~~other proprietary properties, both~~ in ~~the~~an ~~United States and~~amount insufficient ~~foreign~~to ~~countries~~enable ~~through~~us ato ~~combination~~pay ofour ~~trademark,~~debt ~~patent and~~or ~~trade~~to ~~secret~~fund ~~laws~~our ~~and non-disclosure agreements, these may~~other beliquidity ~~insufficient~~needs. In addition, because ofwe ~~the~~conduct ~~differences~~our inoperations ~~foreign~~through ~~trademark,~~our ~~patent~~operating ~~and~~subsidiaries, ~~other~~we ~~laws~~depend ~~concerning~~on ~~proprietary~~those entities ~~rights,~~for ~~our~~dividends ~~products~~and ~~may~~other ~~not~~payments ~~receive~~to generate the ~~same~~funds ~~degree of~~necessary ~~protection~~to inmeet ~~foreign~~our ~~countries~~financial asobligations, ~~they~~including ~~would~~payments inon ~~the United~~our ~~States~~debt. ~~Although~~Under wecertain ~~have~~circumstances, ~~trademarks~~legal and ~~certain~~contractual restrictions, ~~patents~~as ~~issued or~~well ~~licensed~~as tothe usfinancial ~~for~~condition and operating requirements of our ~~products~~subsidiaries, we may ~~not~~limit ~~always~~our beability ~~able~~ to ~~successfully~~obtain ~~protect~~cash orfrom ~~enforce~~ our ~~trademarks~~subsidiaries. ~~and~~If ~~patents against~~we ~~competitors,~~do ornot ~~against~~have ~~challenges by others. For~~sufficient ~~example~~liquidity, awe ~~third~~may ~~party~~need ~~is currently challenging our right~~ to ~~register~~ inrefinance ~~the~~or ~~United~~restructure ~~States~~all ~~certain~~or ~~marks that incorporate our~~a ~~GNC~~portion ~~Live Well trademark. Also, some~~ of our ~~products~~debt ~~are~~on ~~covered by~~or ~~patents~~before tomaturity, ~~which~~sell weassets, ~~have a non-exclusive license from Royal~~or ~~Numico,~~borrow Nmore money.V. ~~These~~We ~~patents~~may ~~have~~not ~~also~~be ~~been~~able ~~licensed~~ to ~~two~~do ofso ~~our~~on terms ~~competitors.~~satisfactory Weto ~~cannot~~us ~~guarantee~~or ~~that~~at ~~these competitors will not introduce competitive products~~all.

InIf ~~addition,~~ we ~~may~~are beunable ~~subject~~ to ~~intellectual property~~meet ~~litigation~~our ~~and~~obligations ~~infringement~~with ~~claims~~respect to our debt, ~~which~~we could ~~cause us~~be forced to ~~incur~~restructure ~~significant expenses~~ or ~~prevent~~refinance ~~us from selling~~ our debt, ~~products.~~seek Aequity ~~successful claim of trademark~~financing, ~~patent~~ or ~~other intellectual~~sell ~~property~~assets. ~~infringement~~If ~~against~~we usare ~~could~~unable ~~adversely~~to ~~affect~~restructure, ~~our~~refinance, ~~growth~~or ~~and~~sell ~~profitability,~~assets in ~~some~~a ~~cases~~timely ~~materially. Others~~manner ~~may claim that our proprietary~~ or ~~licensed products are~~on ~~infringing~~terms ~~their~~satisfactory ~~intellectual~~to ~~property rights~~us, ~~and~~we ~~our products~~ may ~~infringe~~default ~~those~~under ~~intellectual~~our ~~property rights~~obligations. ~~From time to~~ ~~time,~~As ~~we receive notices from third parties~~ of ~~potential infringement~~March 31, ~~and~~2006, ~~receive~~substantially ~~claims~~all of ~~potential~~our ~~infringement.~~debt Wewas ~~may~~subject beto ~~unaware~~acceleration ofclauses. ~~intellectual~~A ~~property~~default ~~rights~~on ofany ~~others that may cover some~~ of our ~~technology or products. If someone claims~~debt ~~that~~obligations ~~our~~could ~~technology~~trigger orthese ~~products~~acceleration ~~infringe~~clauses ~~their~~and ~~intellectual~~cause ~~property~~those ~~rights, any resulting litigation could be costly~~ and ~~time~~ ~~consuming~~our ~~and~~other ~~would~~obligations ~~divert~~to ~~the~~become ~~attention~~immediately ofdue ~~management~~ and ~~key personnel from other business issues~~payable. ~~The~~Upon ~~complexity~~an ofacceleration ~~the technology involved and the uncertainty~~ of ~~intellectual~~any ~~property litigation increase these risks. Claims~~ of ~~intellectual~~our ~~property infringement also may require us to enter into costly royalty or license agreements. However~~debt, we may benot ~~unable to obtain royalty~~be orable ~~license agreements on terms acceptable~~ to usmake orpayments atunder ~~all. We also may be subject to significant damages or injunctions preventing us from manufacturing, selling or using some aspect of~~ our ~~products in the event of a successful claim of patent or other intellectual property infringement~~debt. ~~Any of these adverse~~ ~~consequences could have a material adverse effect on our business and profitability.~~

~~Substantial~~Changes ~~Indebtedness —~~in ~~Our substantial~~our ~~indebtedness~~results ~~could~~of ~~adversely~~operation ~~affect~~or ~~our~~ financial condition and ~~otherwise~~other events may adversely ~~impact~~affect our ~~business~~ability ~~and~~to ~~growth prospects~~comply with financial covenants in our senior credit facility or other debt covenants.

AsWe ofare ~~March 31~~required by our senior credit facility to maintain certain financial ratios, ~~2004~~including, ~~our~~but ~~total~~not ~~indebtedness~~limited to, fixed ~~was~~charge ~~approximately~~coverage ~~$513~~and maximum total leverage ratios.~~3 million~~ ~~(of~~Our ~~which~~ability ~~$215.0 million~~to ~~consisted~~comply with these covenants and other provisions of the senior credit facility, the indentures governing Centers’ existing senior notes and senior subordinated notes, or similar ~~$284.3 million~~covenants ~~consisted~~in offuture ~~the~~debt ~~term~~financings ~~loan~~may ~~under~~be ~~our~~affected ~~senior~~by changes ~~credit~~in ~~facility~~our operating and ~~approximately~~financial ~~$14.0 million~~performance, ~~consisted~~changes in general ofbusiness ~~other~~and ~~secured~~economic ~~indebtedness)~~conditions, ~~and~~adverse weregulatory developments, ~~had~~or another ~~additional $67~~events beyond our control.~~0 million~~ ~~available~~The ~~for~~breach ~~borrowing~~of any onof these covenants could result in a ~~secured~~default ~~basis~~ under our ~~revolving~~debt, which ~~credit~~could ~~facility~~cause ~~after~~those ~~giving~~and ~~effect~~other obligations to ~~the~~become ~~use~~immediately ofdue $8and payable.~~0 million~~ ofIf ~~the~~any ~~revolving~~of ~~credit~~our ~~facility~~debt tois accelerated, ~~secure~~we ~~letters~~may ofnot ~~credit~~be able to repay it.

~~Our~~Despite ~~substantial~~our ~~indebtedness~~and ~~could~~our ~~have~~subsidiaries’ ~~important consequences~~current significant level of debt, we may still be able to ~~you.~~incur ~~For~~more ~~example~~debt, itwhich ~~could:~~ would increase the risks described above.

• We ~~require~~and usour subsidiaries may be able to ~~use~~incur ~~all~~substantial additional ordebt ain ~~large~~the ~~portion~~future, ofincluding secured debt. Although our ~~cash~~senior tocredit ~~pay~~facility ~~principal~~and the indentures governing Centers’ existing senior notes and ~~interest~~senior subordinated notes contain restrictions on ~~our~~the ~~indebtedness~~incurrence of additional debt, these ~~which~~restrictions ~~could~~are ~~reduce~~subject ~~the~~to ~~availability~~a number of ~~our~~qualifications ~~cash~~and exceptions, toand ~~fund~~under ~~working~~certain ~~capital~~circumstances, ~~capital~~debt ~~expenditures~~incurred ~~and~~in compliance ~~other~~with ~~business~~these ~~activities;~~restrictions •could ~~increase~~be ~~our~~substantial. ~~vulnerability~~If additional debt is added to ~~general~~our ~~adverse~~current ~~economic~~level ~~and~~of ~~industry~~debt, ~~conditions;~~the substantial risks described above would increase.

• Risks ~~limit~~Relating ~~our flexibility in planning for, or reacting~~ to, ~~changes~~an inInvestment ~~our business and the industry~~ in ~~which~~Our we operate; • restrict us from making strategic acquisitions or exploiting business opportunities; • make it more difficult for us to satisfy our obligations with respect to our indebtedness; • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds, dispose of assets or pay cash dividends.Stock

~~Furthermore,~~Our ~~all~~principal ofstockholder ~~our~~may ~~indebtedness~~take ~~under~~actions ~~our subsidiary’s~~that ~~senior~~conflict ~~credit~~with ~~facility~~your ~~bears~~interests. ~~interest~~This ~~at variable~~control ~~rates.~~may Ifhave ~~these~~the ~~rates~~effect ~~were~~of todelaying ~~increase~~or ~~significantly, our~~preventing ~~subsidiary’s~~changes ~~ability~~of tocontrol ~~borrow~~or ~~additional~~changes ~~funds~~in ~~may~~management ~~be reduced~~or ~~and~~limiting the ~~risks~~ability ~~related~~of other stockholders to ~~our~~approve ~~substantial~~transactions ~~indebtedness would~~they ~~intensify~~deem to be in their best interest.

IfImmediately wefollowing ~~are~~this offering, % ~~unable~~of ~~to meet~~ our ~~obligations~~common stock, or % weif the underwriters exercise ~~could~~their overallotment option in full, will be ~~forced~~held toby ~~restructure~~GNC Investors, orLLC, ~~refinance~~our principal stockholder. In our stockholders’ ~~obligations~~agreement, each of our current stockholders, ~~seek~~including ~~equity~~our ~~financing~~principal orstockholder, ~~sell~~has ~~assets~~irrevocably appointed Apollo Investment Fund V, L.P., Wean ~~may~~affiliate beof ~~unable~~our principal stockholder, as its proxy and attorney-in-fact to ~~restructure~~vote orall ~~refinance~~of ~~these~~the ~~obligations~~shares of common stock held by the stockholder at any time for all matters subject to the vote of the stockholder in the manner determined by Apollo Investment Fund V in its sole and absolute discretion, ~~obtain~~whether ~~equity~~at any ~~financing~~meeting of the stockholders or ~~sell~~by ~~assets~~written consent or otherwise. The proxy remains in aeffect ~~timely~~for ~~manner~~so onlong ~~terms~~as Apollo Investment ~~satisfactory~~Fund V, together with related co-investment entities (which we refer to usalong orwith Apollo Investment Fund V as Apollo Funds V), which include our principal stockholder in certain circumstances, own at ~~all~~least 2,100,000 shares of our common stock. IfAccordingly, weupon ~~are~~completion ~~unable~~of this offering and giving effect to ~~restructure~~the use of proceeds from the offering, Apollo Investment Fund V will have the right to vote shares representing % of our common stock, or % ~~refinance~~if the underwriters exercise their overallotment option in full. In addition, so long as Apollo Funds V own at least 2,100,000 shares of our ~~obligations~~common stock, weand ~~may~~subject ~~default~~to ~~under~~the rights of the holders of our ~~obligations.~~preferred stock, Apollo Investment ~~Upon~~Fund V anhas ~~acceleration~~the right to nominate all of ~~such~~the ~~indebtedness~~members of our board of directors, weand ~~may~~each ~~not~~of our current stockholders has agreed to vote all shares of common stock held by the stockholder to ensure the election of the directors nominated by Apollo Investment Fund V. As a result, Apollo Investment Fund V will continue to be able to exercise control over ~~make~~all ~~payments~~matters ~~under~~requiring stockholder approval, including the election of directors, amendment of our ~~indebtedness~~certificate of incorporation, and approval of significant corporate transactions, and it will have significant control over our management and policies. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in their best interest. See “Description of Capital Stock — Stockholders’ Agreement.”

~~Ability~~We towill ~~Service~~be ~~Debt —~~a We“controlled ~~will require~~company” awithin ~~significant~~the ~~amount~~meaning of ~~cash~~the toNew ~~service~~York ~~our indebtedness.~~Stock ~~our~~Exchange ~~ability~~rules toand, ~~generate~~as ~~cash~~a ~~depends~~result, will qualify for, and intend to rely on, ~~many factors~~exemptions ~~beyond~~from ~~our~~certain ~~control~~corporate governance requirements that provide protection to stockholders of other companies.

~~Our~~After ~~ability~~the tocompletion ~~make~~of ~~payments~~this onoffering, ~~and~~GNC toInvestors, ~~refinance~~LLC will ~~our~~own ~~indebtedness,~~more ~~and~~than to50% ~~fund~~of ~~planned~~our ~~capital~~outstanding ~~expenditures~~common stock, and Apollo ~~product~~Investment ~~development~~Fund V ~~efforts~~will ~~and~~hold ~~other~~more ~~business~~than ~~activities,~~50% ~~will~~of the total ~~depend~~voting onpower of our ~~ability~~common tostock, ~~generate~~and, ~~cash~~therefore, inwe ~~the~~will ~~future.~~be ~~This~~a “controlled iscompany” under the NYSE corporate ~~subject,~~governance tostandards. As a ~~certain~~controlled ~~extent~~company, we intend to utilize ~~general~~certain ~~economic,~~exemptions ~~financial,~~under the NYSE standards that free us ~~competitive,~~from ~~legislative,~~the ~~regulatory~~obligation ~~and~~to ~~other~~comply ~~factors,~~with ~~many~~certain ofNYSE corporate ~~which~~governance ~~are~~requirements, ~~beyond~~including ~~our~~the ~~control.~~requirements:

We• ~~cannot~~that ~~assure~~a ~~you~~majority ~~that~~of our ~~business~~board ~~will generate~~of ~~sufficient~~directors ~~cash~~consists ~~flow~~of ~~from~~independent ~~operations,~~directors; • that ~~currently anticipated~~we ~~cost~~have ~~savings~~a nominating and ~~operating~~corporate ~~improvements~~governance ~~will~~committee ~~be realized on schedule, or~~ that ~~future~~is ~~borrowings~~composed ~~will~~entirely ~~be available~~of toindependent usdirectors ~~under~~with ~~our~~a ~~senior~~written ~~credit~~charter ~~facility~~addressing orthe ~~otherwise~~committee’s ~~in an~~purpose ~~amount~~and ~~sufficient~~responsibilities; to• ~~enable~~that ~~us to pay our indebtedness, or to fund our other liquidity needs. If~~ we ~~do not~~ have ~~sufficient liquidity,~~a wecompensation ~~may~~committee ~~need~~that tois ~~refinance~~composed orentirely ~~restructure all or a portion~~ of ~~our~~independent ~~indebtedness,~~directors; onand or• ~~before~~that ~~maturity,~~we ~~sell~~conduct ~~assets or~~an ~~borrow~~annual ~~more~~performance ~~money.~~evaluation Weof ~~may~~the ~~not~~nominating beand ~~able~~governance tocommittee doand sothe oncompensation ~~terms satisfactory to us, or at all~~committee.

~~Ability~~As toa ~~Incur~~result ~~Additional~~of our use of the controlled company exemptions, you ~~Indebtedness —~~will ~~Despite~~not ~~our~~have ~~and~~the ~~our~~same ~~subsidiaries’~~protection afforded to stockholders of ~~current~~companies ~~significant~~that ~~level~~are subject to all of ~~indebtedness,~~the weNYSE ~~may~~corporate governance ~~still~~requirements. beSee ~~able~~“Management — Board toComposition” ~~incur~~for more ~~indebtedness~~information.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our senior credit facility and the indenture governing the senior subordinated notes each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. For example, as of March 31, 2004, approximately $67.0 million was available for additional borrowings under our senior credit facility, after giving effect to the use of $8.0 million of the revolving credit facility to secure letters of credit, all of which would be secured. If additional indebtedness is added to our or our subsidiaries’ current levels of indebtedness, the substantial risks described above would intensify.

Limitations Under Our Indebtedness — Our indebtedness imposes restrictions on us that may affect our ability to successfully operate our business.

The senior credit facility and the indenture governing our subsidiary’s senior subordinated notes include certain covenants that, among other things, restrict our and our restricted subsidiaries’ ability to:

• incur additional indebtedness and issue preferred stock; • make restricted payments; • allow restrictions on the ability of certain subsidiaries to make distributions;

•The ~~sell~~price ~~assets;~~of •our ~~enter~~common ~~into~~stock ~~certain~~may ~~transactions~~fluctuate ~~with~~substantially, ~~affiliates;~~ and •you ~~create~~could ~~liens~~lose all or part of your investment.

WeThe ~~are~~initial ~~also~~public ~~required~~offering byprice ~~our~~for ~~subsidiary’s senior~~the ~~credit~~shares ~~facility~~of toour ~~maintain certain financial ratios,~~common ~~including,~~stock ~~but~~sold ~~not~~in ~~limited~~this ~~to,~~offering ~~fixed~~will ~~charge~~be ~~coverage~~determined ~~and~~by ~~maximum~~negotiation ~~total~~between ~~leverage~~the ~~ratios.~~representatives ~~All~~ of ~~these~~the ~~covenants~~underwriters, ~~may restrict our~~Apollo ~~ability~~Management V, toL.P., ~~expand~~and ~~or to fully pursue our business strategies~~us. ~~Our~~ ~~ability~~This toprice ~~comply~~may ~~with~~not ~~these~~reflect ~~and other provisions of~~ the ~~indenture~~market ~~governing~~price ~~our~~of ~~subsidiary’s senior subordinated notes and~~ our ~~subsidiary’s~~common ~~senior~~stock ~~credit~~following ~~facility~~this ~~may~~offering. beIn ~~affected by changes in our operating and financial performance~~addition, ~~changes~~ inthe ~~general~~market ~~business~~price ~~and economic conditions, adverse regulatory developments or other events beyond our control. The breach~~ of ~~any of these covenants could result in a default under~~ our orcommon ~~our~~stock ~~subsidiaries’~~is ~~indebtedness,~~likely ~~which~~to ~~could cause~~be ~~those~~highly volatile and ~~other~~may ~~obligations~~fluctuate tosubstantially ~~become~~ due ~~and~~to ~~payable. If any of~~many ~~our indebtedness is accelerated~~factors, ~~we may not be able to repay it.~~including:

~~Risks~~• ~~Relating~~actual Toor ~~The~~anticipated ~~Offering~~ fluctuations in our results of operations; • variance in our financial performance from the expectations of market analysts; • conditions and trends in the markets we serve; • announcements of significant new products by us or our competitors; • changes in our pricing policies or the pricing policies of our competitors; • legislation or regulatory policies, practices, or actions; • the commencement or outcome of litigation; • our sale of common stock or other securities in the future, or sales of our common stock by our principal stockholder; • changes in market valuation or earnings of our competitors; • the trading volume of our common stock; • changes in the estimation of the future size and growth rate of our markets; and • general economic conditions.

~~Controlling~~In ~~Stockholder —~~addition, ~~Our~~the stock market in general, the New York Stock ~~controlling~~Exchange, ~~stockholder~~and ~~may~~the ~~take~~market ~~actions~~for health and nutritional supplements companies in particular have experienced extreme price and volume fluctuations that ~~conflict~~have ~~with~~often ~~your~~been unrelated or ~~interests~~disproportionate to the operating performance of the particular companies affected. If any of these factors causes us to fail to meet the expectations of securities analysts or investors, or if adverse conditions prevail or are perceived to prevail with respect to our business, the price of our common stock would likely drop significantly.

~~Immediately~~We ~~following~~currently ~~this~~do ~~offering~~not ~~and~~intend ~~the use of proceeds therefrom, % of our common stock will be held by our Principal Stockholder ( % if the underwriters exercise their over-allotment option in full). Pursuant~~ to ~~our stockholders’~~pay ~~agreement,~~dividends ~~each~~on of our current stockholders, including our Principal Stockholder, has irrevocably granted to, and has appointed, Apollo Investment Fund V, L.P. (“Apollo Investment V”), an affiliate of our Principal Stockholder, as its proxy and attorney-in-fact to vote all of the shares of common stock ~~held~~after ~~by such stockholder party at any time, for all matters subject to~~ the ~~vote of the stockholder in the manner determined by Apollo Investment V in its sole and absolute discretion, whether at any meeting of the stockholders or by written consent or otherwise~~offering. ~~The proxy remains in effect for so long as Apollo Investment V and its affiliates~~Consequently, ~~which~~your ~~includes~~only ~~our~~opportunity ~~Principal Stockholder in certain circumstances, own at least 2,100,000 shares of common stock. Accordingly, upon consummation of the offering and giving effect~~ to ~~the~~achieve ~~use~~a ofreturn ~~proceeds~~on ~~therefrom,~~your ~~Apollo Investment V~~investment ~~will~~is ~~have~~if the ~~right~~price ~~to vote shares representing %~~ of our common stock ~~( % if~~ ~~the underwriters exercise their over-allotment option in full)~~appreciates. As a result, Apollo Investment V will continue to be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and it will have significant control over our management and policies. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in their best interest. See “Description of Capital Stock — Stockholders’ Agreement.”

NoWe ~~Prior~~currently ~~Market~~do not plan to declare dividends on shares of our common stock after the offering and for ~~Our~~the foreseeable future. ~~Stock — There~~Further, Centers is currently restricted from declaring or paying cash dividends to us pursuant to the terms of its senior credit facility, its senior subordinated notes, and its senior notes, which effectively restricts us from declaring or paying any cash dividends. Centers has ~~been~~already noused ~~prior~~exceptions ~~market~~to these restrictions to make payments totaling $49.9 million to our common stockholders in March 2006. We also plan to declare a dividend totaling $ million to our common stockholders of record immediately before the offering, which will be payable by us with cash on hand after completion of the offering. See “Dividend Policy” for more information. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common stock, appreciates and anyou ~~active~~sell ~~trading~~your shares at a profit. There is no guarantee that the price of our common stock that will prevail in the market ~~may~~after ~~not~~this offering will ~~develop~~ever exceed the price that you pay.

~~Prior~~Future tosales ~~this~~of ~~offering, there has been no public market for~~ our common stock. ~~An active trading market~~ may ~~not develop~~depress ~~following~~our ~~the~~share ~~closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a~~ price ~~that you consider reasonable~~. The lack of an active market may also reduce the fair market value and increase the volatility of your shares. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

~~Volatility~~After this offering, we will have shares of ~~Stock~~common stock outstanding. ~~Price —~~ The shares sold ~~price~~in ofthis ~~our~~offering, or shares if ~~common~~the ~~stock~~underwriters’ ~~may~~overallotment option is exercised in ~~fluctuate~~full, ~~substantially.~~will be freely tradable without restriction or further registration under federal securities laws unless purchased

The initial public offering price for the shares of our common stock sold in this offering will be determined by negotiation between the representatives of the underwriters and us. This price may not reflect

~~the~~by ~~market price of~~ our ~~common stock following this offering~~affiliates. InThe ~~addition,~~remaining ~~the~~shares ~~market price~~ of ~~our~~ common stock isoutstanding ~~likely~~after tothis beoffering ~~highly~~will ~~volatile~~be ~~and~~available ~~may~~for ~~fluctuate~~sale ~~substantially~~in ~~due~~the topublic ~~many~~market ~~factors,~~as ~~including~~follows:

• actual or anticipated fluctuations in our results of operations; • variance in our financial performance from the expectations of market analysts; • conditions and trends in the end markets we serve; • announcements of significant new products by us or our competitors; • changes in our pricing policies or the pricing policies of our competitors; • liquidity of our customers; • legislation or regulatory policies, practices or actions; • the commencement or outcome of litigation; • our sale of common stock or other securities in the future, or sales of our common stock by our Principal Stockholder; • changes in market valuation or earnings of our competitors; • the trading volume of our common stock; • changes in the estimation of the future size and growth rate of our markets; and • general economic conditions.

In addition, the stock market in general, the New York Stock Exchange and the market for health and nutritional supplements companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources, which could materially harm our financial condition and results of operations.

Limited Return on Investment — We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not plan to declare dividends on shares of our common stock in the foreseeable future. Further, Centers is currently restricted from declaring or paying cash dividends to us pursuant to the terms of its senior credit facility and its senior subordinated notes, which effectively restricts us from declaring or paying any cash dividends. See “Dividend Policy” for more information. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our common stock that will prevail in the market after this offering will ever exceed the price that you pay.

Future Stock Sales — Future sales of our common stock may depress our share price.

After this offering and giving effect to the use of proceeds therefrom, we will have shares of common stock outstanding. The shares sold in this offering, or shares if the underwriters’ over-allotment option is exercised in full, will be freely tradable without restriction or further registration under federal securities laws unless purchased by our

affiliates. The remaining shares of common stock outstanding after this offering and the use of proceeds therefrom will be available for sale in the public market as follows:


Number of Shares		Date of Availability for Sale

		On the date of this prospectus
		180 days after the date of this prospectus, although all but shares will be subject to certain volume limitations under Rule 144 of the Securities Act

The above table assumes the effectiveness of the lock-up agreements under which our executive officers, directors , and ~~certain other holders of~~ our ~~common~~principal stockholder ~~stock~~ have agreed not to sell or otherwise dispose of their shares of common stock and that we or the representatives of the underwriters have not waived the market stand-off provisions applicable to holders of options to purchase our common stock. Holders of options to purchase shares of our common stock have entered into stock option agreements with us pursuant to which they have agreed not to sell or otherwise dispose of shares of common stock underlying these options for a period of 180 days after the date of this prospectus without the prior written consent of ~~Lehman~~GNC ~~Brothers~~or the ~~Inc~~underwriters subject to exceptions and possible extension as described in “Underwriting.”

Merrill Lynch, Lehman Brothers Inc., and UBS Securities LLC may, in ~~its~~their ~~sole~~ discretion and at any time without notice, release all or any portion of the securities subject to the lock-up agreements or the market stand-off provisions ~~set forth~~ in our stock option agreements.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales may occur, could cause the market price of our ~~common~~ common stock to decline. After the lock-up agreements ~~pertaining~~ pertaining to this offering expire, additional stockholders, including our ~~Principal~~ ~~Stockholder~~principal stockholder, will be able to sell their shares in the public market, subject to legal restrictions on transfer. As soon as practicable upon completion of this offering, we also intend to file a registration ~~statement~~ statements covering shares of our common stock issued or reserved for issuance under our stock ~~option~~ ~~plan~~plans. In addition, under our stockholders’ agreement, some of our stockholders are entitled to registration rights. Subject to the terms of the lock-up agreements, registration of the sale of these shares of our common stock would generally permit their sale into the market immediately after registration. These registration rights of our stockholders could impair our ability to raise capital by depressing the price of our common stock. We may also sell additional shares of common stock in subsequent public offerings, which may adversely affect market prices for our common stock. See “Shares Eligible for Future Sale” for more information.

~~Dilution —~~ As a new investor, you will experience substantial dilution in the net tangible book value of your shares.

The initial public offering price of our common stock will be considerably more than the net tangible book value per share of our outstanding common stock. Accordingly, investors purchasing shares of common stock in this offering will:

• pay a price per share that substantially exceeds the value of our assets after subtracting liabilities; and • contribute % of the total amount invested to fund our company, but will own only % of the shares of common stock outstanding after this offering and the use of proceeds ~~therefrom~~from the offering.

To the extent outstanding stock options are exercised, there will be further dilution to new investors. See “Dilution” for more information.

~~Takeover Defenses —~~ Certain provisions of our corporate governing documents and Delaware ~~Law~~ law could ~~make~~discourage, andelay, or prevent a merger or acquisition ofat ~~our~~a ~~company~~premium ~~more difficult~~price.

Certain provisions of our organizational documents and Delaware law could discourage potential acquisition proposals, delay or prevent a change in control of us our company, or limit the price that investors may be willing to pay in the future for shares of our common stock. For example, our certificate of ~~incorporation and~~

incorporation and by-laws will, upon completion of this offering, permit us to issue, without any further vote or action by the stockholders, up to 150,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional, and other special rights, if any, and any qualifications, limitations, or restrictions of the shares of the series. In addition, our certificate of incorporation permits our board of directors to adopt amendments to our by-laws. See “Description of Capital Stock — Provisions of Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware Law that May Have an Anti-Takeover Effect.”


	Our holding company structure makes us dependent on our subsidiaries for our cash flow and subordinates the rights of our stockholders to the rights of creditors of our subsidiaries in the event of an insolvency or liquidation of any of our subsidiaries.

We are a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Our subsidiaries are separate and distinct legal entities. As a result, our cash flow depends upon the earnings of our subsidiaries. In addition, we depend on the distribution of earnings, loans, or other payments by our subsidiaries to us. Our subsidiaries have no obligation to provide us with funds for our payment obligations. If there is an insolvency, liquidation, or other reorganization of any of our subsidiaries, our stockholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before we, as a stockholder, would be entitled to receive any distribution from that sale or disposal.

~~bylaws~~SPECIAL ~~will,~~NOTE REGARDING ~~upon~~FORWARD-LOOKING ~~consummation of this offering,~~STATEMENTS permit us to issue, without any further vote or action by the stockholders, up to shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares, constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series. In addition, our certificate of incorporation permits our board of directors to adopt amendments to our bylaws.

~~Section 203~~This prospectus includes forward-looking statements within the meaning of the ~~Delaware~~Private ~~General~~Securities Litigation Reform Act of 1995 ~~Corporation~~with ~~Law~~respect ~~also~~to ~~imposes~~our ~~certain~~financial ~~restrictions~~condition, onresults ~~mergers~~of ~~and~~operations, ~~other~~and business ~~combinations~~that ~~between~~is usnot ~~and~~historical ~~any~~information. ~~holder~~Forward-looking statements ofinclude ~~15%~~statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or ~~more~~performance, ofcapital ~~our~~expenditures, ~~common~~financing ~~stock~~needs, and other information that is not historical information. ~~See~~Many of these statements appear, in particular, under the headings “~~Description~~Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of ~~Capital~~Financial ~~Stock —~~Condition ~~Anti-Takeover~~and ~~Provisions~~Results of ~~our~~Operations,” ~~Restated~~and ~~Certificate~~“Business.” Forward-looking statements can be identified by the use of ~~Incorporation~~terminology ~~and~~such ~~Bylaws~~as ~~and~~“subject to,” ~~Delaware~~“believe,” ~~Law~~“anticipate,” “plan,” ~~that~~“expect,” “intend,” ~~May~~“estimate,” ~~Have~~“project,” an“may,” “will,” ~~Anti-Takeover~~“should,” ~~Effect.~~“can,” the negatives thereof, variations thereon, and similar expressions, or by discussions of strategy.

~~Holding~~All ~~Company —~~forward-looking ~~Our~~statements, ~~holding~~including, without limitation, ~~company~~our ~~structure~~examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations, and our beliefs may not prove correct. Actual results incould ~~structural~~differ materially from those described or implied ~~subordination~~by such forward-looking statements. Factors that may materially affect such forward-looking statements include, among others:

We• ~~are~~significant acompetition ~~holding~~in ~~company~~our ~~and,~~industry; ~~accordingly, substantially~~• ~~all~~unfavorable publicity or consumer perception of our ~~operations~~products; ~~are~~• ~~conducted~~the ~~through~~incurrence ~~our subsidiaries.~~of ~~Our~~material ~~subsidiaries~~product ~~are~~liability ~~separate~~ and ~~distinct~~product ~~legal entities.~~recall Ascosts; a• ~~result,~~costs of compliance and our ~~cash~~failure ~~flow~~to ~~depends~~comply ~~upon~~with governmental regulations; • the ~~earnings~~ failure of our ~~subsidiaries.~~franchisees Into ~~addition,~~conduct wetheir ~~depend~~operations profitably and limitations on ~~the~~our ~~distribution of~~ability ~~earnings,~~to ~~loans~~terminate or ~~other~~replace ~~payments~~under-performing byfranchisees; ~~our~~• ~~subsidiaries~~economic, topolitical, ~~us. Our~~and ~~subsidiaries~~other ~~have~~risks noassociated ~~obligation~~with our international operations; • our failure to ~~provide~~keep uspace with ~~funds~~the ~~for~~ demands of our ~~payment~~customers ~~obligations.~~for Ifnew ~~there~~products isand anservices; ~~insolvency,~~• ~~liquidation~~ disruptions in our manufacturing system or ~~other~~losses ~~reorganization~~of manufacturing certifications; • the lack of ~~any~~long-term experience with human consumption of ingredients in some of our ~~subsidiaries~~products; • increases in the frequency and severity of insurance claims, ~~our stockholders~~particularly ~~will~~claims ~~have~~for nowhich ~~right~~we toare ~~proceed~~self-insured; ~~against~~• ~~their~~loss ~~assets. Creditors~~or retirement of ~~those~~key ~~subsidiaries~~members ~~will~~of bemanagement; ~~entitled~~• toincreases ~~payment~~ in ~~full~~ ~~from~~ the ~~sale~~cost orof ~~other~~borrowings ~~disposal~~and limitations on availability of additional debt or equity capital; • the ~~assets~~impact of ~~those subsidiaries~~our ~~before~~substantial ~~we,~~debt ason aour ~~stockholder,~~operating ~~would~~income beand ~~entitled~~our ability to ~~receive~~ ~~any~~grow; ~~distribution~~and ~~from~~• ~~that~~the ~~sale~~failure to adequately protect or ~~disposal~~enforce our intellectual property rights against competitors.

~~Reporting~~Consequently, ~~Requirements —~~forward-looking ~~The~~statements should be regarded ~~requirements~~solely ofas ~~being~~our acurrent ~~public~~plans, ~~company~~estimates, ~~may~~and ~~strain~~beliefs. ~~our~~You ~~resources~~should ~~and~~not ~~distract~~place ~~management~~undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance, or achievements. We do not undertake and specifically decline any obligation to update, republish, or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. These requirements may place a strain on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, and other information that is not historical information. Many of these statements appear, in particular, under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this prospectus, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but we may not realize our expectations and our beliefs may not prove correct. Important factors that could cause our actual results to differ materially from the forward-looking statements are set forth in this prospectus, including under the heading “Risk Factors,” and include, among others:

• the incurrence of material products liability and products recall costs; • significant competition in our industry; • unfavorable publicity or consumer perception of our products; • changes in consumer preferences; • costs of compliance with governmental regulations; • our failure to keep pace with the demands of our customers for new products and services; • the lack of long-term experience with human consumption of some of our products with innovative ingredients; • significant fluctuations in our cash flows and profitability caused by external factors; • increases in the frequency and severity of insurance claims, particularly claims for which we are self-insured; • the failure of our franchisees to conduct their operations profitably; • our inability to attract new franchisees or limitations from franchise regulations; • economic, political and other risks associated with our international operations; • our reliance on suppliers for raw materials and other products; • our reliance on our manufacturing operations to produce the products we sell; • the failure to adequately protect or enforce our intellectual property rights against competitors; and • the impact of our substantial indebtedness on our growth prospects.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

USE OF PROCEEDS

We estimate that ~~the~~our net proceeds from this offering will be approximately $~~278.5~~ million , based on an assumed initial public offering price of $ per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of the shares being offered by the selling stockholders.

We intend to use ~~$ of the~~ ~~net proceeds from this offering to repurchase shares of common stock owned by~~ our ~~Principal Stockholder at a price per share equal to the public offering price per share, less the underwriting discounts. We intend to use approximately $40 million of the~~ net proceeds ~~from this offering~~ to ~~make a capital contribution to Centers to enable it to~~ redeem all $ 100.0 million ~~aggregate~~ ~~principal~~in ~~amount~~liquidation preference of ~~its~~our outstanding 8 Series ~~1/2%~~A ~~senior subordinated~~preferred ~~notes~~stock ~~due 2010~~ at a redemption price ofper ~~108.5%, plus~~share ~~accrued and unpaid interest through the redemption date. We~~of ~~intend to use the remaining~~ $ ~~million of~~1,085.71, ~~the~~plus ~~net~~accumulated ~~proceeds~~dividends ~~from~~not ~~this~~paid ~~offering,~~in ~~together with a~~ cash ~~distribution~~ ~~to us from Centers of approximately~~through ~~$ million, to~~the ~~redeem~~redemption ~~all~~date ~~$100 million~~and inrelated ~~liquidation~~expenses. ~~preference~~Any of our ~~outstanding~~ ~~Series A preferred stock at a redemption price~~remaining ofnet ~~112.0%,~~proceeds ~~plus~~will ~~accumulated~~be ~~dividends~~used ~~not~~for ~~paid~~working incapital ~~cash~~and ~~through~~general ~~the~~corporate ~~redemption date~~purposes.

~~Centers~~We issued the ~~senior~~Series A ~~subordinated~~preferred ~~notes~~stock in December 2003. The holders of the Series A preferred stock are entitled to ~~finance~~receive dividends at a ~~portion~~rate per year equal to 12% of the liquidation ~~Acquisition~~preference inof ~~December~~$1,000 ~~2003~~per share plus accumulated dividends. ~~The~~Dividends on the Series A preferred stock are ~~senior~~payable ~~subordinated~~quarterly, ~~notes~~but ~~bear~~we ~~interest~~have atelected annot ~~annual~~to ~~rate~~pay ofdividends in ~~8 1/2%~~cash, and, ~~mature~~as onof ~~December~~June 1, ~~2010~~2006, the accumulated dividends for each share totaled $342.18.

To the extent that the underwriters exercise their option to purchase additional shares of common stock to cover overallotments from the selling stockholders, we will not receive any proceeds from the exercise of this option.

DIVIDEND POLICY

We currently do not anticipate paying any cash dividends inafter the offering and for the foreseeable future. Instead, we anticipate that all of our earnings, ifon ~~any~~our common stock, in the foreseeable future will be used to repay debt, for working capital, to support our operations, and to finance the growth and development of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our debt instruments, our future earnings, capital requirements, financial condition, future prospects, and ~~the~~applicable ~~General Corporation Law of the State of~~ Delaware law, which provides that dividends are only payable out of surplus or current net profits. ~~Centers is currently restricted from declaring or~~ ~~paying cash dividends to us pursuant to the terms of its senior credit facility and its senior subordinated notes, which effectively restricts us from declaring or paying any cash dividends.~~

25 Centers is currently restricted from declaring or paying cash dividends to us pursuant to the terms of its senior credit facility, its senior subordinated notes, and its senior notes, which restricts our ability to declare or pay any cash dividends. Centers has already used exceptions to these restrictions to make permitted restricted payments totaling $49.9 million to our common stockholders in March 2006. These payments were determined to be in compliance with Centers’ debt covenants and the terms of our Series A preferred stock. We also plan to declare a dividend totaling $ million to our common stockholders of record before the offering. The dividend declaration will be expressly conditioned upon the redemption of our outstanding Series A preferred stock. See “Use of Proceeds.” The dividend will be payable as a permitted restricted payment with cash on hand after completion of the offering.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, ~~2004~~2006 on:

• an actual basis; and • an as adjusted basis, giving effect to the completion of this offering, including the application of the estimated net proceeds from this offering described under “Use of Proceeds.”


	•	an actual basis; and

	•	an as adjusted basis, giving effect to (1) the completion of this offering, including the application of the estimated net proceeds from this offering described under “Use of Proceeds,” and (2) the payment after the offering to our common stockholders of record before the offering of a dividend totaling $ million.

The table below should be read in conjunction with “Use of Proceeds,” “~~Unaudited~~Selected ~~Pro Forma~~ Consolidated Financial ~~Data,” “Selected Consolidated~~ ~~Financial~~ Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” “Description of Certain ~~Indebtedness~~Debt,” and our consolidated financial ~~statements~~ statements and ~~related~~their notes included ~~elsewhere~~ in this prospectus.

				As of March 31, 2004
				As of March 31, 2006
				Actual			As Adjusted
(in millions)
				(Unaudited)
Cash and cash equivalents(1)				$	68.1
				(In millions,
Debt:
				except share data)
	Senior credit facility(2)			$	284.3
Cash and cash equivalents(1)				$	44.3		$
	Mortgage and capital leases				14.0
Long-term debt (including current maturities):
	Senior subordinated notes(3)				215.0
	Senior credit facility(2)			$	95.9		$
		Total debt		$	513.3
	Mortgage and capital leases				11.9
Cumulative exchangeable preferred stock, $0.01 par value; 100,000 shares authorized, 100,000 shares issued and outstanding, actual; no shares authorized, issued and outstanding, as adjusted(4)				$	103.5
	Senior notes				150.0
	Senior subordinated notes				215.0
		Total long-term debt			472.8
Cumulative redeemable exchangeable preferred stock, $0.01 par value; 110,000 shares authorized, 100,000 shares issued and outstanding, actual; no shares authorized or issued and outstanding, as adjusted(3)					131.0
Stockholders’ equity:
	Common stock, $0.01 par value; 100,000,000 shares authorized, 29,854,663 shares issued and outstanding, actual; 100,000,000 shares authorized, shares issued and outstanding, as adjusted(5)				0.3
	Common stock, $0.01 par value; 100,000,000 shares authorized, 29,621,538 shares issued and outstanding, actual; 100,000,000 shares authorized, shares issued and outstanding, as adjusted				0.3
	Paid-in-capital				~~178~~128.3
	Retained earnings				13.1
	Retained earnings(1)				40.5
	Accumulated other comprehensive income (loss)				(0.1	)
	Accumulated other comprehensive income				0.6
		Total stockholders’ equity			~~191~~169.67
			Total capitalization	$	~~808~~773.45		$

(1)	We ~~intend~~plan to ~~use~~declare a ~~cash~~dividend ~~distribution~~totaling $ million to usour ~~from~~common ~~Centers,~~stockholders ~~plus~~of arecord ~~portion~~immediately ofbefore the ~~net~~offering, ~~proceeds~~which ~~from~~will ~~this~~be ~~offering,~~paid towith ~~redeem~~cash ~~all~~on ofhand ~~our~~after ~~outstanding~~completion ~~preferred~~of ~~stock~~the offering.
(2)	The senior credit facility consists of a $75.0 million revolving credit facility and a $~~285~~95.09 million term loan facility. As of March 31, ~~2004~~2006, no amounts had been drawn on the revolving credit facility. Total availability under the revolving credit facility was $6765.01 million, after giving effect to $89.09 million of outstanding letters of credit.
(3)	We intend to ~~contribute~~use aour ~~portion of the~~ net proceeds from ~~this~~the offering to ~~enable Centers to~~ redeem ~~approximately~~all $of ~~million~~our ~~aggregate~~ outstanding ~~principal~~preferred ~~amount of the senior subordinated notes~~stock.
(4)	We intend to use a portion of the net proceeds from this offering, plus a cash distribution from Centers, to redeem all of our outstanding preferred stock.
(5)	We intend to use a portion of the net proceeds from this offering to repurchase shares of our common stock from our Principal Stockholder.

2625

DILUTION

At March 31, ~~2004~~2006, the net tangible book value of our common stock was approximately $ million, or approximately $ per share of our common stock. After giving effect to (1) the ~~issuance~~ ~~of shares of our common stock upon exercise of outstanding options and the~~ sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, and after deducting estimated underwriting discounts and commissions and the estimated offering expenses of this offering, and (2) the payment after the offering to our common stockholders of record before the offering of a dividend totaling $ million, the as adjusted net tangible book value at March 31, ~~2004~~ 2006 attributable to common stockholders would have been approximately $ million, or approximately $ per share of our common stock. This represents a net increase in net tangible book value of $ per existing share, and an immediate dilution in net tangible book value of $ per share to new stockholders. The following table illustrates this per share dilution to new stockholders:

Assumed initial public offering price per share			$
	Net tangible book value per share as of March 31, 2004	$
	Net tangible book value per share as of March 31, 2006	$
	Increase per share attributable to the issuance of shares of our common stock upon exercise of all outstanding options	$
	Increase per share attributable to this offering	$
As adjusted net tangible book value per share after this offering			$
Dilution per share to new stockholders			$

The table below summarizes, as of March 31, ~~2004~~ 2006, the differences for (1) our existing stockholders, and (2) ~~shares issuable upon exercise of outstanding options and (3)~~ investors in this offering, with respect to the ~~number~~ number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid before deducting fees and expenses.

Shares Issued Total Consideration Average Price ~~Per~~per Number Percentage Amount Percentage Share Existing stockholders % % ~~Shares issuable upon exercise of outstanding options % %~~ New stockholders in this offering % % Total ~~% %~~

The foregoing discussion and tables ~~above~~assumes no exercise of stock options to purchase 2,828,360 shares of our common stock subject to outstanding stock options with a weighted average exercise price of $6.23 per share as of March 31, 2006 and exclude shares of our common stock available for future grant or issuance under our stock plans. To the extent that any options having an exercise price that is less than the offering price of this offering are exercised, new investors will experience further dilution.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below as of and for the years ended December 31, 2001 and 2002 are derived from our audited consolidated financial statements and their notes not included in this prospectus. The selected consolidated financial data presented below for the period ended December 4, 2003, the 27 days ended December 31, 2003, and the years ended December 31, 2004 and 2005 are derived from our audited consolidated financial statements and their notes included in this prospectus. The selected consolidated financial data as of and for the years ended December 31, 2001 and 2002 and the period from January 1, 2003 to December 4, 2003 represent the periods during which General Nutrition Companies, Inc. was owned by Numico.

On December 5, 2003, Centers, our wholly owned subsidiary, acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico in a business combination accounted for under the purchase method of accounting. As a result, the financial data presented for 2003 include a predecessor period from January 1, 2003 through December 4, 2003 and a successor period from December 5, 2003 through December 31, 2003. The selected consolidated financial data presented below for (1) the period from January 1, 2003 to December 4, 2003 and as of December 4, 2003 and (2) the 27 days ended December 31, 2003 and as of December 31, 2003 are derived from our audited consolidated financial statements and their notes included in this prospectus. The selected consolidated financial data for the period from January 1, 2003 to December 4, 2003 represent the period in 2003 that General Nutrition Companies, Inc. was owned by Numico. The selected consolidated financial data for the 27 days ended December 31, 2003 represent the period of operations in 2003 after the Numico acquisition.

As a result of the Numico acquisition, the consolidated statements of operations for the successor periods include the following: interest and amortization expense resulting from the senior credit facility and issuance of the senior subordinated notes and the senior notes; amortization of intangible assets related to the Numico acquisition; and management fees that did not exist prior to the Numico acquisition. Further, as a result of purchase accounting, the fair values of our assets on the date of the Numico acquisition became their new cost basis. Results of operations for the successor periods are affected by the new cost basis of these assets.

The selected consolidated financial data presented below as of March 31, 2006 and for the three months ended March 31, 2005 and March 31, 2006 are derived from our unaudited consolidated financial statements and their notes included in this prospectus, and the consolidated financial data as of March 31, 2005 is derived from our unaudited consolidated financial statements and their notes not included in this prospectus, and include, in the opinion of management, all adjustments necessary for a fair statement of our financial position and operating results for those periods and as of those dates. Our results for interim periods are not necessarily indicative of our results for a full year’s operations.

You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and their related notes.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA


		Predecessor

								Period from
		Year Ended			Year Ended			January 1, 2003 to			27 Days Ended			Year Ended			Year Ended			Three Months Ended			Three Months Ended
		December 31, 2001			December 31, 2002			December 4, 2003			December 31, 2003			December 31, 2004			December 31, 2005			March 31, 2005			March 31, 2006

																				(Unaudited)
		(Dollars in millions, except share data)
Statement of Income Data:
Revenues:
	Retail	$	1,123.1		$	1,068.6		$	993.3		$	66.2		$	1,001.8		$	989.4		$	255.2		$	294.9
	Franchising		273.1			256.1			241.3			14.2			226.5			212.8			52.6			60.3
	Manufacturing/ Wholesale		112.9			100.3			105.6			8.9			116.4			115.5			28.6			31.7

Total revenue			1,509.1			1,425.0			1,340.2			89.3			1,344.7			1,317.7			336.4			386.9
Cost of sales, including costs of warehousing, distribution and occupancy			1,013.3			969.9			934.9			63.6			895.2			898.7			230.4			256.9

	Gross profit		495.8			455.1			405.3			25.7			449.5			419.0			106.0			130.0
	Compensation and related benefits		246.6			245.2			235.0			16.7			230.0			228.6			57.3			65.9
	Advertising and promotion		41.9			52.1			38.4			0.5			44.0			44.7			14.6			15.8
	Other selling, general and administrative		140.7			86.0			70.9			5.1			73.8			76.6			18.9			21.0
Other (income) expense(1)			(3.4	)		(211.3	)		(10.1	)		—			1.0			(3.1	)		(2.6	)		(0.6	)
Impairment of goodwill and intangible assets(2)			—			222.0			709.4			—			—			—			—			—

	Operating income (loss)		70.0			61.1			(638.3	)		3.4			100.7			72.2			17.8			27.9
	Interest expense, net		140.0			136.3			121.1			2.8			34.5			43.1			13.5			9.7
	Gain on sale of marketable securities		—			(5.0	)		—			—			—			—			—			—

	(Loss) income before income taxes		(70.0	)		(70.2	)		(759.4	)		0.6			66.2			29.1			4.3			18.2
	Income tax (benefit) expense		(14.1	)		1.0			(174.5	)		0.2			24.5			10.7			1.6			6.8

Net (loss) income before cumulative effect of accounting change			(55.9	)		(71.2	)		(584.9	)		0.4			41.7			18.4			2.7			11.4
Loss from cumulative effect of accounting change, net of tax(3)			—			(889.7	)		—			—			—			—			—			—

Net (loss) income		$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4		$	41.7		$	18.4		$	2.7		$	11.4

Basic and Diluted (Loss) Income Per Share:
Net (loss) income		$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4		$	41.7		$	18.4		$	2.7		$	11.4
Cumulative redeemable exchangeable preferred stock dividends and accretion			—			—			—			(0.9	)		(12.7	)		(14.4	)		(3.4	)		(3.8	)

Net (loss) income available to common shareholders		$	(55.9	)	$	(960.9	)	$	(584.9	)	$	(0.5	)	$	29.0		$	4.0		$	(0.7	)	$	7.6

Net (loss) earnings per share from continuing operations before cumulative effect of accounting change		$	(1.88	)	$	(2.40	)	$	(19.78	)	$	(0.02	)	$	0.97		$	0.14		$	(0.02	)	$	0.26
Loss per share from cumulative effect of accounting change			—			(30.09	)		—			—			—			—			—			—

Net (loss) earnings per share		$	(1.88	)	$	(32.33	)	$	(19.78	)	$	(0.02	)	$	0.97		$	0.14		$	(0.02	)	$	0.26

Weighted average number of shares outstanding:(4)
	Basic		29,566,666			29,566,666			29,566,666			29,566,666			29,819,090			29,645,872			29,752,552			29,551,413
	Diluted		29,566,666			29,566,666			29,566,666			29,566,666			29,819,090			30,225,309			29,752,552			30,003,954

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and for the three months ended March 31, 2004 give effect to the Acquisition and this offering and the application of the net proceeds as described under “Use of Proceeds” as if each had been consummated on January 1, 2003. The unaudited pro forma consolidated balance sheet as of March 31, 2004 gives effect to this offering and the application of the net proceeds as set forth under “Use of Proceeds” as if this offering occurred on such date. The unaudited pro forma consolidated financial data do not purport to represent what our results of operations would have been if the Acquisition and this offering had occurred as of the dates indicated, nor are they indicative of results for any future periods. The unaudited pro forma consolidated financial data have been prepared giving effect to the Acquisition as a purchase in accordance with SFAS No. 141, “Business Combinations.”

The unaudited pro forma consolidated financial data are presented for informational purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements including the notes thereto included elsewhere in this prospectus.

GNC CORPORATION AND SUBSIDIARIES


		Predecessor

								Period from
		Year Ended			Year Ended			January 1, 2003 to			27 Days Ended			Year Ended			Year Ended			Three Months Ended			Three Months Ended
		December 31, 2001			December 31, 2002			December 4, 2003			December 31, 2003			December 31, 2004			December 31, 2005			March 31, 2005			March 31, 2006

																				(Unaudited)
		(Dollars in millions, except share data)
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	16.3		$	38.8		$	9.4		$	33.2		$	85.2		$	86.0		$	77.8		$	44.3
Working capital(5)		$	140.8		$	153.6		$	96.2		$	199.6		$	282.1		$	297.0		$	263.9		$	265.0
Total assets		$	3,071.8		$	1,878.3		$	1,038.1		$	1,024.9		$	1,031.3		$	1,023.8		$	1,032.2		$	1,022.2
Total debt		$	1,883.8		$	1,840.1		$	1,747.4		$	514.2		$	510.4		$	473.4		$	474.9		$	472.8
Cumulative redeemable exchangeable preferred stock			—			—			—		$	100.5		$	112.7		$	127.1		$	116.2		$	131.0
Stockholders’ equity (deficit)		$	469.0		$	(493.8	)	$	(1,077.1	)	$	177.3		$	208.3		$	212.1		$	206.9		$	169.7
Other Data:
Net cash provided by operating activities		$	75.8		$	111.0		$	92.9		$	4.7		$	83.5		$	64.2		$	35.5		$	12.5
Net cach used in investing activities		$	(48.1	)	$	(44.5	)	$	(31.5	)	$	(740.0	)	$	(27.0	)	$	(21.5	)	$	(4.9	)	$	(3.8	)
Net cash (used in) provided by financing activities		$	(21.6	)	$	(44.3	)	$	(90.8	)	$	759.2		$	(4.5	)	$	(41.7	)	$	(37.9	)	$	(50.4	)
EBITDA(6)		$	192.0		$	(765.5	)	$	(579.2	)	$	5.7		$	139.5		$	113.2		$	27.9		$	37.5
Capital expenditures(7)		$	29.2		$	51.9		$	31.0		$	1.8		$	28.3		$	20.8		$	4.4		$	3.7
Number of stores (at end of period):
Company-owned stores(8)			2,960			2,898			2,757			2,748			2,642			2,650			2,644			2,661
Franchised stores(8)			1,821			1,909			1,978			2,009			2,036			2,014			2,034			1,996
Store-within-a-store locations(8)			780			900			988			988			1,027			1,149			1,043			1,160
Same store sales growth:
	Domestic Company-owned(9)		1.7%			(6.6	)%		(0.4	)%					(4.1	)%		(1.5	)%		(7.8	)%		14.5	%
	Domestic franchised(10)		3.4%			(3.2	)%		0.2	%					(4.2	)%		(4.8	)%		(8.0	)%		7.3	%

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS


(1)	Other (income) expense includes foreign currency (gain) loss for all of the periods presented. Other (income) expense for the year ended December 31, 2005 and the three months ended March 31, 2005 included $2.5 million transaction fee income related to the transfer of our GNC Australian franchise rights to an existing franchisee. Other (income) expense for the year ended December 31, 2004, included a $1.3 million charge for costs related to the preparation of a registration statement for an offering of our common stock to the public. As that offering was not completed, these costs were expensed. Other (income) expense for the years ended December 31, 2001 and 2002, and the period ended December 4, 2003 includes $3.6 million, $214.4 million, and $7.2 million, respectively, received from legal settlement proceeds that we collected from a raw material pricing settlement.

(2)	On January 1, 2002, we adopted SFAS No. 142, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. For the periods ended December 31, 2002 and December 4, 2003, we recognized impairment charges of $222.0 million (pre-tax) and $709.4 million (pre-tax), respectively, for goodwill and other intangibles as a result of decreases in expectations regarding growth and profitability; additionally in 2003, the impairment resulted from increased competition from the mass market, negative publicity by the media on certain supplements, and increasing pressure from the FDA on the industry as a whole, each of which were identified in connection with a valuation related to the Numico acquisition.

(3)	Upon adoption of SFAS No. 142, we recorded a one-time impairment charge in the first quarter of 2002 of $889.7 million, net of tax, to reduce the carrying amount of goodwill and other intangibles to their implied fair value.

(4)	We have reflected the weighted average common shares outstanding of our predecessor to be the number of shares outstanding of our successor for the comparable period. The actual weighted average

For the Year Ended December 31, 2003

(In thousands)

	Combined			Acquisition						Offering			Pro Forma
	Historical(1)			Adjustments(2)			Pro Forma			Adjustments(3)			As Adjusted
Revenues	$	1,429,497		$	—		$	1,429,497		$	—		$	1,429,497
Cost of sales, including costs of warehousing, distribution and occupancy		998,440			(26,899	)(a)		971,541			—			971,541
Gross profit		431,057			26,899			457,956			—			457,956
Compensation and related benefits		251,709			—			251,709			—			251,709
Advertising and promotion		38,927			—			38,927			—			38,927
Other selling, general and administrative		76,036			(9,807	)(b)		66,229			—			66,229
Other income		(10,063	)		—			(10,063	)		—			(10,063	)
Impairment of goodwill and intangible assets		709,367			—			709,367			—			709,367
Operating (loss) income		(634,919	)		36,706			(598,213	)		—			(598,213	)
Interest expense, net		123,898			(91,959	)(c)		31,939			(3,648	)(e)		28,291
(Loss) income before income taxes		(758,817	)		128,665			(630,152	)		3,648			(626,504	)
Income tax benefit (expense)		174,250			(46,963	)(d)		127,287			(1,331	)(f)		125,956
Net (loss) income	$	(584,567	)	$	81,702		$	(502,865	)	$	2,317		$	(500,548	)

(1)	The combined historical amounts represent the period ended December 4, 2003 combined with the 27 days ended December 31, 2003.
(2)	Reflects adjustments attributable to the Acquisition.

(a) Represents adjustments as a result of the asset valuations recorded at December 5, 2003 to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the Acquisition.

Inventory	$	(430	)
Property, plant and equipment		(26,469	)
	$	(26,899	)

(b) Represents the following adjustments to other selling, general and administrative expenses:

Amortization of intangibles (i)	$	(4,378	)
Management fees (ii)		1,375
Research and development (iii)		(4,978	)
Transaction fees and expenses (iv)		(2,229	)
Directors fees (v)		403
	$	(9,807	)

(i) Represents a reduction of the historical amortization recorded during the period as a result of a reduction in the book value of intangible assets, to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the Acquisition. (ii) Represents management fees that would have been paid to Apollo Management V, L.P. for the twelve months ended December 31, 2003 under the management agreement entered into in connection with the Acquisition. (iii) Represents adjustments to eliminate expenses allocated to us from related subsidiaries of Numico. We have not assumed these obligations subsequent to the Acquisition.

	(iv)	Represents the elimination of fees and expenses directly related to the Acquisition.
	common shares outstanding for our predecessor for the periods ended December 31, 2001, 2002, and December 4, 2003 was 1,000 shares.
	(v)	Represents adjustments to reflect differences in fees that we paid to our directors prior to the Acquisition and what we would have paid to our directors for the twelve months ended December 31, 2003 giving effect to the Acquisition.
(5)	Working capital represents current assets less current liabilities.
(6)	We define EBITDA as net income (loss) before interest expense (net), income tax (benefit) expense, depreciation, and amortization. Management uses EBITDA as a tool to measure operating performance of our business. We use EBITDA as one criterion for evaluating our performance relative to our competitors and also as a measurement for the calculation of management incentive compensation. Although we primarily view EBITDA as an operating performance measure, we also consider it to be a useful analytical tool for measuring our liquidity, our leverage capacity, and our ability to service our debt and generate cash for other purposes. We also use EBITDA to determine our compliance with certain covenants in Centers’ senior credit facility and indentures governing the senior notes and senior subordinated notes. The reconciliation of EBITDA as presented below is different than that used for purposes of the covenants under the indentures governing the senior notes and senior subordinated notes. Historically, we have highlighted our use of EBITDA as a liquidity measure and for related purposes, because of our focus on the holders of Centers’ debt. At the same time, however, management has also internally used EBITDA as a performance measure. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, as a measure of our profitability or liquidity. Some of the limitations of EBITDA are as follows:

	Twelve Months
	Ended
	December 31,
	2003
Pre-Acquisition director fees	$	(97	)
Post-Acquisition director fees		500
	$	403


	•	EBITDA does not reflect interest expense or the cash requirement necessary to service interest or principal payments on our debt;

	•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

	•	although EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies, our calculation of EBITDA may differ from other similarly titled measures of other companies, limiting its usefulness as a comparative measure.

~~(c)~~We ~~Reflects~~compensate ~~the~~for ~~difference~~these ~~between~~limitations ~~the~~by ~~interest~~relying ~~expense~~primarily ~~associated~~on ~~with~~our ~~the~~GAAP ~~pre-Acquisition~~results ~~indebtedness~~ and ~~the~~using ~~indebtedness~~EBITDA ~~incurred~~only insupplementally. ~~connection~~See ~~with~~our ~~the~~consolidated ~~Acquisition.~~financial Astatements ~~portion~~included ofin ~~the~~this ~~post-Acquisition~~prospectus. ~~debt~~The isfollowing ~~based~~table onreconciles aEBITDA ~~variable~~to ~~interest~~net ~~rate.~~(loss) Aincome ~~1/8%~~as ~~change~~determined in ~~interest~~accordance ~~rates~~with ~~would~~GAAP ~~increase~~for orthe ~~decrease~~periods ~~our annual interest cost by $356.~~indicated:

(d) Reflects the pro forma tax effect of above adjustments at an estimated combined statutory rate of 36.5%.


	Predecessor

							Period from
	Year Ended			Year Ended			January 1, 2003 to			27 Days Ended		Year Ended		Year Ended		Three Months Ended		Three Months Ended
	December 31, 2001			December 31, 2002			December 4, 2003			December 31, 2003		December 31, 2004		December 31, 2005		March 31, 2005		March 31, 2006

																(Unaudited)
	(Dollars in millions)
Net (loss) income	$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4	$	41.7	$	18.4	$	2.7	$	11.4
Interest expense, net		140.0			136.3			121.1			2.8		34.5		43.1		13.5		9.7
Income tax (benefit) expense		(14.1	)		1.0			(174.5	)		0.2		24.5		10.7		1.6		6.8

Depreciation and amortization		122.0			58.1			59.1			2.3		38.8		41.0		10.1		9.6

EBITDA(a)	$	192.0		$	(765.5	)	$	(579.2	)	$	5.7	$	139.5	$	113.2	$	27.9	$	37.5

(3a) ~~Reflects~~For ~~adjustments~~each ~~attributable~~of the years ended December 31, 2004 and 2005, EBITDA included an annual management fee paid to Apollo Management V of $1.5 million, which will not be payable subsequent to this offering. ~~and~~For the ~~application~~three ofmonths ended March 31, 2006, EBITDA included (i) a $4.8 million discretionary payment to our stock option holders, which was made in conjunction with the ~~net~~restricted ~~proceeds~~payments asmade ~~described~~to ~~under~~our ~~“Use~~common stockholders in March 2006, and was recommended to and approved by our board of ~~Proceeds~~directors, and (ii) a management fee paid to Apollo Management V of $0.”4 million.

(e7) ~~Reflects~~Capital aexpenditures ~~reduction~~for in2002 ~~interest~~included ~~expense~~approximately ~~and~~$13.9 ~~deferred~~million ~~financing~~incurred ~~fees~~in asconnection awith ~~result~~our ofstore reset and upgrade program. For the ~~early~~full ~~extinguishment~~year ofended ~~$39.6~~December ~~million~~31, of2003, ~~the~~capital ~~senior~~expenditures ~~subordinated~~were ~~notes~~$32.8 million.

	Twelve Months
	Ended
	December 31,
	2003
Interest expense	$	3,367
Deferred financing fees		281
	$	3,648

(f) Reflects the pro forma tax effect of above adjustments at an estimated combined statutory rate of 36.5%.

~~GNC~~(8) ~~CORPORATION~~The ~~AND~~following ~~SUBSIDIARIES~~ table summarizes our locations for the periods indicated:

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS


		Predecessor

								Period from
								January 1, 2003 to			27 Days Ended			Year Ended			Year Ended			Three Months Ended			Three Months Ended
		2001			2002			December 4, 2003			December 31, 2003			December 31, 2004			December 31, 2005			March 31, 2005			March 31, 2006

																				(Unaudited)
Company-owned Stores
Beginning of period			2,842			2,960			2,898			2,757			2,748			2,642			2,642			2,650
Store openings(a)			220			117			80			4			82			137			32			40
Store closings			(102	)		(179	)		(221	)		(13	)		(188	)		(129	)		(30	)		(29	)

End of period			2,960			2,898			2,757			2,748			2,642			2,650			2,644			2,661

Franchised Stores
	Domestic
Beginning of period			1,396			1,364			1,352			1,352			1,355			1,290			1,290			1,156
Store openings			137			82			98			5			31			17			3			2
Store closings			(169	)		(94	)		(98	)		(2	)		(96	)		(151	)		(32	)		(35	)

End of period			1,364			1,352			1,352			1,355			1,290			1,156			1,261			1,123

	International
Beginning of period			322			457			557			626			654			746			746			858
Store openings			154			100			88			28			115			132			34			48
Store closings			(19	)		—			(19	)		—			(23	)		(20	)		(7	)		(33	)

End of period			457			557			626			654			746			858			773			873

Store-within-a-Store Locations
Beginning of period			544			780			900			988			988			1,027			1,027			1,149
Location openings			237			131			93			—			44			130			17			11
Location closings			(1	)		(11	)		(5	)		—			(5	)		(8	)		(1	)		—

End of period			780			900			988			988			1,027			1,149			1,043			1,160

Total locations			5,561			5,707			5,723			5,745			5,705			5,813			5,721			5,817

~~For~~(a) ~~the~~Includes ~~Three~~re-acquired ~~Months~~franchised ~~Ended March 31, 2004~~ stores.

(~~In thousands~~9) Domestic company-owned same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. Beginning in 2006, we also included our internet sales, as generated through www.gnc.com and drugstore.com, in our same store sales calculation. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes during the current period, sales from that store up to and including the closing day are included as same store sales as long as the store was open during the same days of the prior period. Domestic company-owned same store sales were calculated on a calendar basis for all periods presented.

				Acquisition						Offering			Pro Forma
	Historical			Adjustments(1)			Pro Forma			Adjustments(2)			As Adjusted
Revenues	$	372,555		$	—		$	372,555		$	—		$	372,555
Cost of sales, including costs of warehousing, distribution and occupancy		247,143			(1,291	)(a)		245,852			—			245,852
Gross profit		125,412			1,291			126,703			—			126,703
Compensation and related benefits		61,100			—			61,100			—			61,100
Advertising and promotion		12,556			—			12,556			—			12,556
Other selling, general and administrative		17,823			—			17,823			—			17,823
Other income		(193	)		—			(193	)		—			(193	)
Operating income		34,126			1,291			35,417			—			35,417
Interest expense, net		8,694			—			8,694			(909	)(c)		7,785
Income before income taxes		25,432			1,291			26,723			909			27,632
Income tax expense		(9,244	)		(471	)(b)		(9,715	)		(332	)(d)		(10,047	)
Net income	$	16,188		$	820		$	17,008		$	577		$	17,585

(10)

Domestic franchised same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes during the current period, sales from that store up to and including the closing day are included as same store sales as long as the store was open during the same days of the prior period. Domestic franchised same store sales were calculated on a calendar basis for all periods presented.

(1) Reflects adjustments attributable to the Acquisition.

(a) Represents the reduction of adjustments to inventory valuations recorded at December 5, 2003 to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the Acquisition.

(b) Reflects the pro forma tax effect of above adjustment at an estimated combined statutory rate of 36.5%.

(2) Reflects adjustments attributable to this offering and the application of the net proceeds described under “Use of Proceeds.”

(c) Reflects a reduction in interest expense and deferred financing fees as a result of the early extinguishment of $39.6 million of the senior subordinated notes.

Interest expense	$	839
Deferred financing fees		70
	$	909

(d) Reflects the pro forma tax effect of above adjustment at an estimated combined statutory rate of 36.5%.

~~GNC~~MANAGEMENT’S ~~CORPORATION~~DISCUSSION AND ~~SUBSIDIARIES~~ANALYSIS OF

~~UNAUDITED~~FINANCIAL ~~PRO~~CONDITION ~~FORMA~~AND ~~BALANCE~~RESULTS ~~SHEET~~OF OPERATIONS

AsYou should read the following discussion in conjunction with “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included in this prospectus. The discussion in this section contains forward-looking statements that involve risks and uncertainties. See “Risk Factors” included in this prospectus for a discussion of ~~March~~important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained herein. Please refer to “Special Note ~~31,~~Regarding ~~2004~~Forward-Looking Statements” included in this prospectus.

~~(In~~On ~~thousands)~~December 5, 2003, Centers acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico for an aggregate purchase price of $747.4 million, consisting of $733.2 million in cash and the assumption of $14.2 million of mortgage debt. We subsequently received $15.7 million and paid $5.9 million to Numico related to working capital contingent purchase price adjustments. The results of operations and cash flows reflect our predecessor entity, on a carve-out basis, for the period from January 1, 2003 to December 4, 2003. See “— Basis of Presentation.”

							Offering
				Historical			Adjustments			As Adjusted
Current assets:
	Cash and cash equivalents			$	68,131		$	(40,000	)(a)	$	28,131
	Receivables, net				88,142			—			88,142
	Inventories				283,035			—			283,035
	Deferred tax assets				15,933			—			15,933
	Other current assets				31,650			—			31,650
		Total current assets			486,891			(40,000	)		446,891
Long-term assets:
	Goodwill, net				82,756			—			82,756
	Brands, net				212,000			—			212,000
	Other intangible assets, net				31,663			—			31,663
	Property, plant and equipment, net				198,372			—			198,372
	Deferred financing fees				19,025			(1,872	)(b)		17,153
	Deferred tax assets				13,949			—			13,949
	Other long-term assets				27,370			—			27,370
		Total long-term assets			585,135			(1,872	)		583,263
			Total assets	$	1,072,026		$	(41,872	)	$	1,030,154
Current liabilities:
	Accounts payable			$	124,238		$	—		$	124,238
	Accrued payroll and related liabilities				23,713			—			23,713
	Accrued income taxes				8,322			—			8,322
	Accrued interest				6,371			(1,079	)(c)		5,292
	Current portion, long-term debt				3,862			—			3,862
	Other current liabilities				91,602			—			91,602
		Total current liabilities			258,108			(1,079	)		257,029
Long-term liabilities:
	Senior credit facility				281,438			—			281,438
	Mortgage				12,919			—			12,919
	Senior subordinated notes				215,000			(39,617	)(d)		175,383
	Capital leases				34			—			34
	Other long-term liabilities				9,414			—			9,414
		Total long-term liabilities			518,805			(39,617	)		479,188
			Total liabilities		776,913			(40,696	)		736,217
Cumulative exchangeable preferred stock, $0.01 par value, 100,000 shares authorized; issued and outstanding 100,000 shares historical and pro forma; no shares authorized, issued or outstanding pro forma as adjusted					103,487			(103,487	)(e)		—
Stockholders’ equity:
	Common stock, $0.01 par value, 100,000,000 shares authorized; issued and outstanding 29,854,663 shares historical and pro forma; 100,000,000 shares authorized; issued and outstanding shares pro forma as adjusted				299			—			299
	Paid-in-capital				178,292			119,550	(f)		297,842
	Retained earnings				13,151			(17,239	)(b)		(4,088	)
	Accumulated other comprehensive loss				(116	)		—			(116	)
		Total stockholders’ equity			191,626			102,311			293,937
			Total liabilities and stockholders’ equity (deficit)	$	1,072,026		$	(41,872	)	$	1,030,154

Business Overview

We are the largest global specialty retailer of nutritional supplements, which include VMHS, sports nutrition products, diet products, and other wellness products. We derive our revenues principally from product sales through our company-owned stores and www.gnc.com, franchise activities, and sales of products manufactured in our facilities to third parties. We sell products through a worldwide network of more than 5,800 locations operating under the GNC brand name.


	*Revenues from Business Segments*

Revenues are derived from our three business segments, Retail, Franchise, and Manufacturing/ Wholesale, primarily as follows:


	•	Retail revenues are generated by sales to consumers at our company-owned stores and through www.gnc.com. Although we believe that our retail and franchise businesses are not seasonal in nature, historically we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter, with the first half of the year being stronger than the second half of the year.

	•	Franchise revenues are generated primarily from:


	(1)	product sales to our franchisees;

	(2)	royalties on franchise retail sales; and

	(3)	franchise fees, which are charged for initial franchise awards, renewals, and transfers of franchises.


	•	Manufacturing/ Wholesale revenues are generated through sales of manufactured products to third parties, generally for third-party private label brands, and the sale of our proprietary and third-party products to and through Rite Aid and drugstore.com.

Executive Overview

In 2005, we undertook a series of strategic initiatives to rebuild the business and to establish a foundation for stronger future performance. In the first quarter of 2006, we continued to focus on these strategies and continued to see favorable results. These initiatives have allowed us to capitalize on our national footprint, brand awareness, and competitive positioning to improve our overall performance. Specifically, we:


	•	introduced a single national pricing structure in order to simplify our pricing approach and improve our customer value perception;

(• developed and executed a) ~~Reflects~~national, ~~use~~more diversified marketing program focused on competitive pricing of ~~cash~~key items and reinforcing GNC’s well-recognized and dominant brand name among consumers; • focused our merchandising and marketing initiatives on driving increased traffic to ~~redeem~~our ~~preferred~~store ~~stock~~locations, particularly with promotional events outside of Gold Card week; • improved supply chain and inventory management, resulting in ~~connection~~better ~~with~~in-stock ~~this~~levels ~~offering~~of asproducts ~~described~~generally ~~under~~and “~~Use~~never out” levels of ~~Proceeds~~top products; • reinvigorated our proprietary new product development activities; • revitalized vendor relationships, including their new product development activities and our exclusive or first-to-market access to new products; • realigned our franchise system with our corporate strategies and re-acquired or closed unprofitable or non-compliant franchised stores in order to improve the financial performance of the franchise system; • reduced our overhead cost structure; and • launched internet sales of our products on www.”gnc.com.

~~(b)~~ These ~~Reflects~~and other strategies implemented in 2005 led to a ~~reduction~~reverse of the negative trends of the business. Domestic same store sales improved with each successive quarter of the year, culminating with an 8.1% increase in ~~deferred~~company-owned ~~financing~~stores ~~fees~~in the fourth quarter of 2005. In the first quarter of 2006, domestic same store sales, increased 14.5%. We also realized steady improvement in our product categories, highlighted by particular strength in the sports nutrition and VMHS categories. During the latter part of 2005 we began to see a ~~reduction~~stabilizing diet category and, in ~~retained~~the ~~earnings~~first ~~attributable~~quarter toof 2006, we saw substantial improvement in the ~~following:~~category compared to 2005.

Premium paid upon redemption of a portion of the senior subordinated notes	$	(3,367	)
Premium paid for redemption of preferred stock		(12,000	)
Reduction in deferred financing fees related to redemption of a portion of the senior subordinated notes		(1,872	)
	$	(17,239	)

Basis of Presentation

~~(c)~~Purchase ~~Reflects the elimination of accrued interest associated with the redemption of $39.6 million of the senior subordinated notes.~~Accounting

~~(d)~~ We ~~Reflects~~accounted for the ~~redemption~~Numico acquisition under the purchase method of accounting. As a ~~portion~~result, the financial data presented for 2003 include a predecessor period from January 1, 2003 through December 4, 2003 and a successor period for the 27 days ended December 31, 2003. As a result of the Numico acquisition, the consolidated statements of operations for the successor periods include: interest and amortization expense resulting from Centers’ credit facility and the issuance of Centers’ senior ~~subordinated~~notes and senior subordinated notes; inamortization ~~connection~~of ~~with~~intangible ~~this~~assets ~~offering~~related to the Numico acquisition; and management fees that did not exist prior to the Numico acquisition. Further, as ~~described~~a ~~under~~result ~~“Use~~of purchase accounting, the fair values of ~~Proceeds~~our assets on the date of the Numico acquisition became their new cost basis.” Results of operations for the successor periods are affected by the new cost basis of these assets. We allocated the Numico acquisition consideration to the tangible and intangible assets acquired and liabilities assumed by us based upon their respective fair values as of the date of the Numico acquisition, which resulted in a significant change in our annual depreciation and amortization expenses.

~~(e)~~ The ~~Reflects~~financial statements for the ~~redemption~~periods ofprior ~~preferred~~to ~~stock~~the inNumico acquisition ~~connection~~are ~~with~~labeled ~~this~~as ~~offering~~“Predecessor” and the periods subsequent to the Numico acquisition are labeled as “Successor.”

~~(f)~~ Successor. ~~Reflects~~Our ~~net~~financial ~~proceeds~~statements offor ~~$119.6~~the ~~million~~27 days ended ~~from~~December 31, ~~this~~2003, ~~offering~~for ~~after~~the ~~adjusting~~years ~~for~~ended December 31, ~~transaction~~2004 ~~fees~~ and ~~for~~2005, and the ~~use~~three ofmonths ~~proceeds~~ended March 31, to2005 ~~repurchase~~and ~~common~~2006 ~~shares~~include ~~from~~the accounts of GNC and our wholly ~~Principal~~owned ~~Stockholder~~subsidiaries. ~~This~~Included ~~share~~in ~~repurchase~~this ~~would~~period ~~have~~are nofair value ~~impact~~adjustments onto ~~total~~assets ~~stockholders’~~and ~~investment~~liabilities, orincluding inventory, ~~total~~goodwill, ~~capitalization~~other intangible assets, and property, plant and equipment. ~~See~~Also ~~“Use~~included is the corresponding effect these adjustments had to cost of ~~Proceeds~~sales, depreciation, and amortization expenses.”

~~SELECTED~~Predecessor. ~~CONSOLIDATED~~For ~~FINANCIAL~~the ~~DATA~~period from January 1, 2003 to December 4, 2003, the consolidated financial statements of General Nutrition Companies, Inc. were prepared on a carve-out basis and reflect the consolidated financial position, results of operations, and cash flows in accordance with GAAP. The financial statements for this period reflected amounts that were pushed down from Nutricia and Numico in order to depict the financial position, results of operations, and cash flows of General Nutrition Companies, Inc. based on these carve-out principles. In conjunction with the sale of General Nutrition Companies, Inc. to Centers, all related-party term debt was settled in full. As a result of recording these amounts, the financial statements of General Nutrition Companies, Inc. for the period from January 1, 2003 to December 4, 2003 may not be indicative of the results that would be presented if General Nutrition Companies, Inc. had operated as an independent, stand-alone entity.

~~The~~Related ~~selected consolidated financial data~~Parties presented below for the period from: (i) February 7, 1999 to August 7, 1999 and as of August 7, 1999, and (ii) August 8, 1999 to December 31, 1999 and as of December 31, 1999 are derived from our unaudited consolidated financial statements and accompanying notes not included in this prospectus. The selected consolidated financial data for the period from February 7, 1999 to August 7, 1999 represent the period in 1999 prior to the purchase of General Nutrition Companies, Inc. by Royal Numico, N.V. The selected consolidated financial data for the period from August 8, 1999 to December 31, 1999 represent the period in 1999 that General Nutrition Companies, Inc. was owned by Royal Numico, N.V.

~~The~~In ~~selected consolidated financial data presented below as of and for~~ the ~~year~~years ended December 31, ~~2000~~ 2005 and ~~as of December 31~~2004, ~~2001,~~GNC ~~are~~had related ~~derived~~party ~~from~~transactions ~~our audited~~with ~~consolidated~~Apollo ~~financial~~Management ~~statements~~V and ~~accompanying notes~~its ~~not~~affiliates. ~~included~~General inNutrition ~~this~~Companies, ~~prospectus~~Inc. ~~The~~had ~~selected~~related ~~consolidated~~party ~~financial~~transactions ~~data~~with ~~presented~~Numico ~~below~~and ~~for~~other ~~the~~affiliates ~~year~~during ~~ended~~the period ~~December~~January 311, ~~2001~~2003 ~~and~~to ~~as of and for the year ended~~ December 314, ~~2002~~2003. ~~are~~For ~~derived from our audited consolidated~~further ~~financial~~discussion ~~statements~~of ~~and~~these ~~accompanying~~transactions, ~~notes~~see ~~included elsewhere~~“Certain inRelationships ~~this prospectus. The selected consolidated financial data as of~~ and ~~for~~Related ~~the~~Transactions” ~~years ended December 31, 2000, 2001~~ and ~~2002~~the ~~represent~~“Related ~~calendar~~Party ~~years~~Transactions” ~~during~~note ~~which~~to ~~General~~our ~~Nutrition~~consolidated ~~Companies,~~financial ~~Inc.~~statements ~~was~~included ~~owned~~in bythis ~~Royal Numico, N~~prospectus.V.

OnResults ~~December 5, 2003, Centers, our wholly owned subsidiary, acquired 100%~~ of ~~the outstanding equity interests of~~Operations General Nutrition Companies, Inc. from Numico USA, Inc. in a business combination accounted for under the purchase method of accounting. As a result, the financial data presented for 2003 include a predecessor period from January 1, 2003 through December 4, 2003 and a successor period from December 5, 2003 through December 31, 2003. The selected consolidated financial data presented below for (i) the period from January 1, 2003 to December 4, 2003 and as of December 4, 2003, and (ii) the 27 days ended December 31, 2003 and as of December 31, 2003 are derived from our audited consolidated financial statements and accompanying notes included elsewhere in this prospectus. The selected consolidated financial data for the period from January 1, 2003 to December 4, 2003 represent the period in 2003 that General Nutrition Companies, Inc. was owned by Royal Numico, N.V. The selected consolidated financial data for the 27 days ended December 31, 2003 represent the period of operations in 2003 subsequent to the Acquisition.

AsThe ainformation ~~result~~presented ofbelow for the ~~Acquisition,~~three ~~the~~months ~~consolidated~~ended ~~statements~~March 31, of2006 ~~operations~~and ~~for~~2005 ~~the~~was ~~successor~~derived ~~periods~~from ~~includes~~our ~~the~~unaudited ~~following:~~consolidated ~~interest~~financial statements and ~~amortization~~accompanying ~~expense~~notes. ~~resulting from the~~The ~~senior~~information ~~credit~~presented ~~facility~~below ~~and~~for ~~issuance of~~ the ~~senior~~years ~~subordinated~~ended ~~notes~~December 31, ~~amortization~~2005 ofand ~~intangible~~2004, ~~assets~~the ~~related~~27 days ~~to the~~ended ~~Acquisition~~December 31, 2003, and ~~management~~the ~~fees~~period ~~that~~January 1, ~~did~~2003 ~~not exist prior~~ to ~~the~~ ~~Acquisition.~~December 4, ~~Further~~2003, aswas aderived ~~result~~from ofour ~~purchase~~audited ~~accounting, the~~consolidated ~~fair~~financial ~~values~~statements ofand ~~our~~accompanying ~~assets~~notes. onIn the ~~date~~table ofbelow and ~~Acquisition~~in ~~became their~~the ~~new~~accompanying ~~cost~~discussion, ~~basis.~~the ~~Results~~27 days ofended December 31, ~~operations~~2003 ~~for~~and the ~~successor periods~~period ~~are~~January 1, ~~affected~~2003 byto December 4, ~~the~~2003 ~~newly~~have ~~established~~been ~~cost~~combined ~~basis~~for ~~of these~~discussion ~~assets~~purposes.

~~The~~As ~~selected~~discussed ~~consolidated~~in ~~financial~~the ~~data presented~~“Segment” ~~below~~note asto ofour ~~and~~consolidated financial ~~for~~statements, ~~the~~we ~~three~~evaluate ~~months~~segment ~~ended~~operating results ~~March 31,~~based ~~2003~~on ~~and~~several ~~March 31,~~indicators. ~~2004~~The ~~are~~primary ~~derived~~key ~~from our~~performance ~~unaudited~~indicators ~~consolidated~~are ~~financial~~revenues ~~statements~~ and ~~accompanying notes~~operating ~~included~~income ~~elsewhere~~or inloss ~~this~~for ~~prospectus~~each segment. Revenues and ~~include,~~operating inincome ~~the opinion~~or ofloss, as evaluated by management, ~~all~~exclude ~~adjustments~~certain ~~necessary~~items ~~for~~that aare ~~fair~~managed at the ~~presentation~~consolidated oflevel, ~~our~~such ~~financial~~as ~~position~~warehousing and ~~operating results for~~transportation ~~such~~costs, ~~periods~~impairments, and asother ofcorporate ~~such dates~~costs. ~~Our~~The ~~results for interim~~following ~~periods~~discussion ~~are~~compares ~~not~~the ~~necessarily~~revenues ~~indicative~~and ofthe ~~our~~operating ~~results~~income ~~for a full~~or ~~year’s~~loss ~~operations.~~by ~~General Nutrition Companies~~segment, ~~Inc.~~as ~~was owned~~well byas ~~Royal~~those ~~Numico,~~items ~~N.V.~~excluded ~~for~~from the ~~three months ended~~ ~~March 31,~~segment ~~2003~~totals.

~~You~~We ~~should~~calculate ~~read~~our ~~the~~same ~~following~~store ~~financial~~sales growth to exclude the net ~~information~~sales ~~together~~of ~~with~~a store for any period if the ~~information~~store ~~under “Management’s~~was ~~Discussion~~not ~~and~~open ~~Analysis~~during the same period of ~~Financial~~the prior year. Beginning in 2006, we also ~~Condition~~include ~~and~~our ~~Results~~internet ofsales, ~~Operations”~~as generated through www.gnc.com and drugstore.com, in our ~~consolidated~~same store sales calculation. When a ~~financial~~store’s ~~statements~~square ~~and~~footage ~~the~~has ~~related~~been ~~notes~~changed ~~included~~as ~~elsewhere~~a result of reconfiguration or relocation in the same mall, the store ~~this~~continues ~~prospectus~~to be treated as a same store. Company-owned and domestic franchised same store sales have been calculated on a calendar basis for all periods presented.

		Predecessor																		Successor			Predecessor			Successor
		Period from
		February 7,			Period from												Period from						Three			Three
		1999			August 8,												January 1,						Months			Months
		to			1999 to			Year Ended December 31,									2003 to			27 Days Ended			Ended			Ended
		August 7,			December 31,												December 4,			December 31,			March 31,			March 31,
		1999			1999			2000			2001			2002			2003			2003			2003			2004
(dollars in millions, except share data)
Statement of Operations Data:
Revenues:
	Retail	$	513.1		$	376.3		$	1,075.7		$	1,123.1		$	1,068.6		$	993.3		$	66.2		$	266.4		$	279.6
	Franchising		134.0			98.4			273.4			273.1			256.1			241.3			14.2			59.7			64.2
	Manufacturing/ Wholesale		62.8			51.3			96.3			112.9			100.3			105.6			8.9			25.0			28.8
Total revenues			709.9			526.0			1,445.4			1,509.1			1,425.0			1,340.2			89.3			351.1			372.6
Cost of sales, including costs of warehousing, distribution and occupancy			525.5			361.8			953.2			1,013.3			969.9			934.9			63.6			241.2			247.2
Gross profit			184.4			164.2			492.2			495.8			455.1			405.3			25.7			109.9			125.4
Compensation and related benefits			117.0			67.6			231.8			246.6			245.2			235.0			16.7			59.9			61.1
Advertising and promotion			31.6			21.9			47.2			41.9			52.1			38.4			0.5			16.8			12.6
Other selling, general and administrative			23.8			40.7			146.1			140.7			86.0			70.9			5.1			21.3			17.8
Other expense (income) (1)			—			—			99.9			(3.4	)		(216.3	)		(10.1	)		—			0.3			(0.2	)
Impairment of goodwill and intangible assets(2)			—			—			—			—			222.0			709.4			—			—			—
Operating income (loss)			12.0			34.0			(32.8	)		70.0			66.1			(638.3	)		3.4			11.6			34.1
Interest expense, net			24.8			54.8			142.6			140.0			136.3			121.1			2.8			32.3			8.7
(Loss) income before income taxes			(12.8	)		(20.8	)		(175.4	)		(70.0	)		(70.2	)		(759.4	)		0.6			(20.7	)		25.4
Income tax (benefit) expense			(16.7	)		(4.5	)		(25.3	)		(14.1	)		1.0			(174.5	)		0.2			1.7			9.2
Net income (loss) before cumulative effect of accounting change			3.9			(16.3	)		(150.1	)		(55.9	)		(71.2	)		(584.9	)		0.4			(22.4	)		16.2
Loss from cumulative effect of accounting change, net of tax(3)			—			—			—			—			(889.7	)		—			—			—			—
Net income (loss)(4)		$	3.9		$	(16.3	)	$	(150.1	)	$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4		$	(22.4	)	$	16.2
Basic and Diluted Income (Loss) Per Share:
Net income (loss) from continuing operations before cumulative effect from accounting change		$	0.13		$	(0.55	)	$	(5.05	)	$	(1.88	)	$	(2.40	)	$	(19.68	)	$	(0.02	)	$	(0.75	)	$	0.44
Loss from cumulative effect of accounting change, net of tax			—			—			—			—			(29.93	)		—			—			—			—
Net income (loss)(4)		$	0.13		$	(0.55	)	$	(5.05	)	$	(1.88	)	$	(32.33	)	$	(19.68	)	$	(0.02	)	$	(0.75	)	$	0.44
Weighted average common shares outstanding — basic and diluted(5)			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906			29,724,906
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	2.1		$	20.3		$	10.5		$	16.3		$	38.8		$	9.4		$	33.2		$	47.4		$	68.1
Working capital(6)			178.1			365.5			215.2			140.8			153.6			96.2			199.6			139.3			228.8
Total assets			1,151.8			3,357.9			3,216.5			3,071.8			1,878.3			1,038.1			1,024.9			1,815.7			1,072.0
Total debt			851.2			1,968.4			1,892.1			1,883.3			1,840.1			1,747.4			514.2			1,764.9			513.3
Cumulative redeemable exchangeable preferred stock			—			—			—			—			—			—			100.5			—			103.5
Stockholders’ equity and deficit			112.9			667.1			523.1			469.0			(493.8	)		(1,077.1	)		177.3			(515.6	)		191.6
Other Data:
Net cash provided by operating activities								$	100.0		$	75.8		$	111.0		$	92.9		$	4.7		$	91.6		$	48.5
Net cash (used in) investing activities								$	(42.0	)	$	(48.1	)	$	(44.5	)	$	(31.5	)	$	(740.0	)	$	(6.8	)	$	(13.3	)
Net cash (used in) provided by financing activities								$	(66.9	)	$	(21.6	)	$	(44.3	)	$	(90.8	)	$	759.2		$	(75.4	)	$	(0.2	)
EBITDA(7)		$	52.1		$	55.0		$	91.8		$	192.0		$	(765.5	)	$	(579.2	)	$	5.7		$	27.0		$	43.4
Capital expenditures(8)		$	63.6		$	38.4		$	31.6		$	29.2		$	51.9		$	31.0		$	1.8		$	7.0		$	5.3
Number of stores (at end of period):
	Company-owned stores(9)		2,721			2,793			2,842			2,960			2,898			2,757			2,748			2,879			2,684
	Franchised stores(9)		1,522			1,584			1,718			1,821			1,909			1,978			2,009			1,936			2,008
	Store-within-a-store locations(9)		157			311			544			780			900			988			988			979			987
Same store sales growth
	Domestic company- owned(10)		(1.1%	)		1.8%			6.5%			1.7%			(6.6%	)		(0.4%	)
	Domestic franchised(11)		4.3%			5.4%			3.9%			3.4%			(3.2%	)		0.2%

Results of Operations and Comprehensive Income


	Predecessor					Successor					Combined					Successor										Successor

																										Three Months Ended March 31,
	Period Ended					27 days Ended					Year Ended					Year Ended					Year Ended
	December 4,					December 31,					December 31,					December 31,					December 31,
	2003					2003					2003					2004					2005					2005					2006

																										(Unaudited)
	(Dollars in millions and percentages expressed as a percentage of total net revenues)
Revenues:
Retail	$	993.3		74.1	%	$	66.2		74.1	%	$	1,059.5		74.1	%	$	1,001.8		74.5	%	$	989.4		75.1	%	$	255.2		75.9	%	$	294.9		76.2	%
Franchise		241.3		18.0	%		14.2		15.9	%		255.5		17.9	%		226.5		16.8	%		212.8		16.1	%		52.6		15.6	%		60.3		15.6	%
Manufacturing/Wholesale		105.6		7.9	%		8.9		10.0	%		114.5		8.0	%		116.4		8.7	%		115.5		8.8	%		28.6		8.5	%		31.7		8.2	%

Total net revenues		1,340.2		100.0	%		89.3		100.0	%		1,429.5		100.0	%		1,344.7		100.0	%		1,317.7		100.0	%		336.4		100.0	%		386.9		100.0	%
Operating expenses:
Cost of sales, including costs of warehousing, distribution and occupancy		934.9		69.7	%		63.6		71.2	%		998.5		69.9	%		895.2		66.5	%		898.7		68.2	%		230.4		68.5	%		256.9		66.4	%
Compensation and related benefits		235.0		17.5	%		16.7		18.7	%		251.7		17.6	%		230.0		17.1	%		228.6		17.3	%		57.3		17.0	%		65.9		17.0	%
Advertising and promotion		38.4		2.9	%		0.5		0.6	%		38.9		2.7	%		44.0		3.3	%		44.7		3.4	%		14.6		4.3	%		15.8		4.1	%
Other selling, general and administrative expenses		64.1		4.8	%		4.8		5.4	%		68.9		4.8	%		69.8		5.2	%		72.6		5.5	%		17.9		5.3	%		20.0		5.2	%
Amortization expense		6.8		0.5	%		0.3		0.3	%		7.1		0.5	%		4.0		0.3	%		4.0		0.3	%		1.0		0.3	%		1.0		0.3	%
Income from legal settlement		(7.2	)	(0.5	)%		—		—			(7.2	)	(0.5	)%		—		—			—		—			—		—			—		—
Foreign currency gain		(2.9	)	(0.2	)%		—		—			(2.9	)	(0.2	)%		(0.3	)	0.0	%		(0.6	)	0.0	%		(0.1	)	0.0	%		(0.6	)	(0.2	)%
Impairment of goodwill and intangible assets		709.4		52.9	%		—		—			709.4		49.6	%		—		—			—		—			—		—			—		—
Other expense (income)		—		—			—		—			—		—			1.3		0.1	%		(2.5	)	(0.2	)%		(2.5	)	(0.7	)%		—		—

Total operating expenses		1,978.5		147.6	%		85.9		96.2	%		2,064.4		144.4	%		1,244.0		92.5	%		1,245.5		94.5	%		318.6		94.7	%		359.0		92.8	%
Operating (loss) income:
Retail		79.1		5.9	%		6.6		7.3	%		85.7		6.0	%		107.7		8.0	%		77.2		5.9	%		17.9		5.3	%		35.3		9.1	%
Franchise		63.7		4.8	%		2.4		2.7	%		66.1		4.6	%		62.4		4.6	%		52.0		3.9	%		10.8		3.2	%		16.1		4.2	%
Manufacturing/ Wholesale		24.3		1.8	%		1.4		1.6	%		25.7		1.8	%		38.6		2.9	%		46.0		3.5	%		12.1		3.6	%		11.2		2.9	%
Unallocated corporate and other (costs) income:
Warehousing and distribution costs		(40.7	)	(3.0	)%		(3.4	)	(3.8	)%		(44.1	)	(3.1	)%		(49.3	)	(3.7	)%		(50.0	)	(3.8	)%		(12.7	)	(3.7	)%		(12.8	)	(3.3	)%
Corporate costs		(62.5	)	(4.7	)%		(3.6	)	(4.0	)%		(66.1	)	(4.6	)%		(57.4	)	(4.2	)%		(55.5	)	(4.2	)%		(12.8	)	(3.8	)%		(21.9	)	(5.7	)%
Income from legal settlement		7.2		0.5	%		—		—			7.2		0.5	%		—		—			—		—			—		—			—		—
Impairment of goodwill and intangible assets		(709.4	)	(52.9	)%		—		—			(709.4	)	(49.6	)%		—		—			—		—			—		—			—		—
Other (expense) income		—		—			—		—			—		—			(1.3	)	(0.1	)%		2.5		0.2	%		2.5		0.7	%		—		—

Subtotal unallocated corporate and other costs, net		(805.4	)	(60.1	)%		(7.0	)	(7.8	)%		(812.4	)	(56.8	)%		(108.0	)	(8.0	)%		(103.0	)	(7.8	)%		(23.0	)	(6.8	)%		(34.7	)	(9.0	)%

Total operating (loss) income		(638.3	)	(47.6	)%		3.4		3.8	%		(634.9	)	(44.4	)%		100.7		7.5	%		72.2		5.5	%		17.8		5.3	%		27.9		7.2	%
Interest expense, net		121.1					2.8					123.9					34.5					43.1					13.5					9.7

(Loss) income before income taxes		(759.4	)				0.6					(758.8	)				66.2					29.1					4.3					18.2
Income tax (benefit) expense		(174.5	)				0.2					(174.3	)				24.5					10.7					1.6					6.8

Net (loss) income		(584.9	)				0.4					(584.5	)				41.7					18.4				$	2.7				$	11.4

Other comprehensive income (loss)		1.6					0.3					1.9					0.9					0.1					(0.2	)				(0.6	)

Comprehensive (loss) income	$	(583.3	)			$	0.7				$	(582.6	)			$	42.6				$	18.5				$	2.5				$	10.8

Note: The numbers in the above table have been rounded to millions. All calculations related to the Results of Operations for the period-to-period comparisons below were derived from the table above and could occasionally differ immaterially if you were to use the unrounded data for these calculations.

	(1)	Other expense for 2000 represents an expense associated with the reduction of the market value of certain equity investments. Other income for 2001, 2002 and the period ended December 4, 2003 includes $3.6 million, $214.4 million, and $7.2 million respectively, received from legal settlement proceeds that we collected from a raw material pricing settlement.
	(2)	On January 1, 2002, we adopted SFAS No. 142, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. For the periods ended December 31, 2002 and December 4, 2003, we recorded impairment charges of $222.0 million (pre-tax), and $709.4 million (pre-tax), respectively, for goodwill and other intangibles as a result of decreases in expectations regarding growth and profitability.
	(3)	Upon adoption of SFAS No. 142, we recorded a one-time impairment charge of $889.7 million, net of tax to reduce the carrying amount of goodwill and other intangibles to their implied fair value.
	(4)	A table outlining the impact of the adoption of SFAS No. 142 on the reported net loss as a result of the non-amortization of goodwill beginning on January 1, 2002 is included in note 5 to our consolidated financial statements included elsewhere in this prospectus.
	(5)	We have reflected the weighted average common shares outstanding of our predecessor to be the number of shares outstanding of our successor for each comparable period. The actual weighted average common shares outstanding of our predecessor for the periods ended December 31, 1999, 2000, 2001, 2002 and December 4, 2003 was 1,000 shares. For the period ended August 7, 1999, our predecessor’s actual weighted average common shares outstanding was 68.3 million shares.
	(6)	Working capital represents current assets less current liabilities.
	(7)	EBITDA as used herein represents net income (loss) before interest expense, net, income tax (benefit) expense, depreciation and amortization. EBITDA includes (a) non-cash goodwill and intangible impairment losses of $222.0 million (pre-tax) and $709.4 million (pre-tax) incurred in the year ended December 31, 2002 and for the period January 1, 2003 to December 4, 2003, respectively and (b) a loss from cumulative effect of an accounting change of $889.7 million, net of tax, for the year ended December 31, 2002. We present EBITDA because we consider it a useful analytical tool for measuring our ability to service our debt and generate cash for other purposes. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. We understand that although EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, our calculation of EBITDA may not be comparable to other similarly titled measures of other companies. The following table reconciles EBITDA to net (loss) income as determined in accordance with GAAP for the periods indicated:


	*Comparison of the Three Months Ended March 31, 2006 and 2005*

					Predecessor															Successor		Predecessor			Successor
		Period from			Period from												Period from					Three			Three
		February 7,			August 8,												January 1,					Months			Months
		1999 to			1999 to			Year Ended December 31,									2003 to			27 Days Ended		Ended			Ended
		August 7,			December 31,												December 4,			December 31,		March 31,			March 31,
		1999			1999			2000			2001			2002			2003			2003		2003			2004
(in millions)
Net income (loss)		$	3.9		$	(16.3	)	$	(150.1	)	$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4	$	(22.4	)	$	16.2
	Interest expense, net		24.8			54.8			142.6			139.9			136.4			121.1			2.8		32.3			8.7
	Income tax (benefit) expense		(16.7	)		(4.5	)		(25.3	)		(14.1	)		1.0			(174.5	)		0.2		1.7			9.2
	Depreciation and amortization		40.1			21.0			124.6			122.1			58.0			59.1			2.3		15.4			9.3
EBITDA(a)		$	52.1		$	55.0		$	91.8		$	192.0		$	(765.5	)	$	(579.2	)	$	5.7	$	27.0		$	43.4


	Revenues

~~(a)~~ Our ~~EBITDA~~consolidated ~~includes~~net ~~impairment~~revenues ~~charges~~increased ~~that~~$50.5 million, ~~were~~or 15.0%, ~~incurred~~to ~~upon~~$386.9 million for the ~~testing~~three ofmonths ~~goodwill~~ended March 31, ~~and~~2006 ~~other~~compared ~~intangibles,~~to in$336.4 million ~~accordance~~for ~~with~~the ~~SFAS~~same period Noin 2005. ~~142~~The ~~for~~increase was primarily the ~~fiscal~~result ~~period~~of increased ~~ending~~comparable ~~December~~same ~~31,~~store ~~2002~~sales in our Retail and Franchise ~~December~~segments 4,and ~~2003~~increased revenue in our Manufacturing/ Wholesale segment due to a higher demand from our third-party customers for certain soft-gelatin products.

~~(8)~~ Retail. ~~Capital~~Revenues ~~expenditures~~in ~~for~~our ~~2002~~Retail ~~included~~segment ~~approximately~~increased $39.7 million, or 15.6%, to $13294.9 million for the three months ended March 31, 2006 compared to $255.2 million ~~incurred~~for inthe ~~connection~~same ~~with~~period ~~our~~in ~~store~~2005. ~~reset~~Included ~~and~~as part ~~upgrade~~of ~~program~~the ~~and~~revenue ~~approximately~~increase was $743.7 8 million ofin ~~capital~~revenue for ~~expenditures~~sales through www.gnc.com, which started selling products on December 28, 2005. Sales increases occurred in ~~1999~~all tomajor product ~~construct~~categories, including VMHS, sports nutrition, and diet. Our domestic company-owned comparable same store sales, including our ~~manufacturing~~internet ~~facility~~sales, improved for the quarter by 14.5%. Corporate store sales reflect the benefit of an extra day compared with the first quarter of 2005 due to the Easter holiday occurring in ~~Anderson,~~March ~~South~~of ~~Carolina~~2005. This effect added 0.6% to the corporate comparable same store growth.

Similar to the sales trends in our domestic company-owned stores, our Canadian company-owned stores had improved comparable same store sales of 16.6% in the first quarter of 2006. Our company-owned store base increased by 20 stores to 2,529 domestically, and our Canadian store base declined by three stores to 132 at March 31, 2006 compared to March 31, 2005.

Franchise. Revenues in our Franchise segment increased $7.7 million, or 14.6%, to $60.3 million for the three months ended March 31, 2006 compared to $52.6 million for the same period in 2005. This improvement in revenue resulted primarily from increased wholesale product sales to the domestic franchisees of $6.8 million and $0.8 million to the international franchisees, and an increase in other revenue of $0.1 million. Our domestic franchised stores recognized improved retail sales for the three months ended March 31, 2006, as evidenced by an increase in comparable same store sales for these stores of 7.3%. Franchised store sales reflect the benefit of an extra day compared with the first quarter of 2005 due to the Easter holiday occurring in March in 2005. This effect added 0.6% to the franchise comparable same store growth. Our domestic franchised store base declined by 138 stores to 1,123 at March 31, 2006, from 1,261 at March 31, 2005, primarily as the result of our acquisition of 101 franchised stores in 2005 and 27 franchised stores in the first quarter of 2006. Our international franchised store base increased by 100 stores to 873 at March 31, 2006 compared to 773 at March 31, 2005.

Manufacturing/ Wholesale. Revenues in our Manufacturing/ Wholesale segment, which includes third-party sales from our manufacturing facilities in South Carolina and Australia, as well as wholesale sales to Rite Aid and drugstore.com, increased $3.1 million or 10.8%, to $31.7 million for the three months ended March 31, 2006 compared to $28.6 million for the same period in 2005. This increase occurred primarily in the Greenville, South Carolina plant, which had an increase of $2.3 million, principally as a result of increased sales of soft-gelatin products. We also had an increase of $1.1 million in sales to Rite Aid. These increases were partially offset by decreased sales to drugstore.com of $0.3 million.


	Cost of Sales

Consolidated cost of sales, which includes product costs, costs of warehousing and distribution, and occupancy costs, increased $26.5 million, or 11.5%, to $256.9 million for the three months ended March 31, 2006 compared to $230.4 million for the same period in 2005. Consolidated cost of sales, as a percentage of net revenue, were 66.4% for the three months ended March 31, 2006 compared to 68.5% for the first quarter of 2005.

Product costs. Product costs increased $24.4 million, or 14.4%, to $194.1 million for the three months ended March 31, 2006 compared to $169.7 million for the same period in 2005. This increase was primarily due to increased sales volumes at our retail stores. Consolidated product costs, as a percentage of net revenue, were 50.2% for the three months ended March 31, 2006 compared to 50.4% for the first

~~(9)~~ quarter ~~The~~of ~~following~~2005. ~~table~~This ~~summarizes~~improvement was due primarily to increased volume in our ~~stores~~Retail ~~for~~segment, which carries a higher margin than the ~~periods~~Franchise ~~indicated:~~and Manufacturing/ Wholesale segments.

				Predecessor															Successor			Predecessor			Successor
	Period from			Period from												Period from						Three			Three
	February 7,			August 8,												January 1,						Months			Months
	1999 to			1999 to			Year Ended December 31,									2003 to			27 Days Ended			Ended			Ended
	August 7,			December 31,												December 4,			December 31,			March 31,			March 31,
	1999			1999			2000			2001			2002			2003			2003			2003			2004
Company-Owned Stores
Beginning of period balance		2,608			2,721			2,793			2,842			2,960			2,898			2,757			2,898			2,748
Store openings		133			89			160			220			117			80			4			18			23
Store closings		(20	)		(17	)		(111	)		(102	)		(179	)		(221	)		(13	)		(37	)		(87	)
End of period balance		2,721			2,793			2,842			2,960			2,898			2,757			2,748			2,879			2,684
Franchised Stores
Beginning of period balance		1,422			1,522			1,584			1,718			1,821			1,909			1,978			1,909			2,009
Store openings		145			93			257			291			182			186			33			49			33
Store closings		(45	)		(31	)		(123	)		(188	)		(94	)		(117	)		(2	)		(22	)		(34	)
End of period balance		1,522			1,584			1,718			1,821			1,909			1,978			2,009			1,936			2,008
Store-within-a- store
Beginning of period balance		—			157			311			544			780			900			988			900			988
Store openings		157			154			233			237			131			93			—			79			1
Store closings		—			—			—			(1	)		(11	)		(5	)		—			—			(2	)
End of period balance		157			311			544			780			900			988			988			979			987

Warehousing and distribution costs. Warehousing and distribution costs increased $0.3 million, or 2.3%, to $13.3 million for the three months ended March 31, 2006 compared to $13.0 million for the same period in 2005. This increase was primarily a result of increased fuel costs that affected our private fleet, as well as the cost of outside carriers, offset by cost savings in wages, benefits, and other warehousing costs. Consolidated warehousing and distribution costs, as a percentage of net revenue, were 3.4% for the three months ended March 31, 2006 compared to 3.9% for the first quarter of 2005.

(10)

Domestic company-owned same store sales growth is for our company-owned stores only. Same store sales are calculated on a calendar year basis. The calculation of same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. Company-owned same store sales were calculated on a 13 four-week period basis in 1999 and 2000 and on a calendar basis for 2001, 2002 and 2003, and for each of the three months ended March 31, 2003 and 2004. As of December 31, 1999, 2000, 2001, 2002 and 2003 we had 2,680, 2,715, 2,829, 2,761 and 2,613 domestic company-owned stores, respectively, and as of March 31, 2003 and 2004 we had 2,741 and 2,549 domestic company-owned stores, respectively.

(11)

Domestic franchised same store sales growth is calculated to exclude the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. Domestic franchised same store sales were calculated on a 13 four-week period basis in 1999 and 2000 and on a calendar basis for 2001, 2002 and 2003, and for each of the three months ended March 31, 2003 and 2004. As of December 31, 1999, 2000, 2001, 2002 and 2003, we had 1,328, 1,396, 1,364, 1,352 and 1,355 domestic franchised stores, respectively, and as of March 31, 2003 and 2004 we had 1,368 and 1,335 domestic franchised stores, respectively.

Occupancy costs. Occupancy costs increased $1.8 million, or 3.8%, to $49.5 million for the three months ended March 31, 2006 compared to $47.7 million for the same period in 2005. This increase was the result of higher lease-related costs of $1.8 million. Consolidated occupancy costs, as a percentage of net revenue, were 12.8% for the three months ended March 31, 2006 compared to 14.2% for the first quarter of 2005.


	Selling, General and Administrative Expenses

Our consolidated SG&A expenses, which include compensation and related benefits, advertising and promotion expense, other selling, general and administrative expenses, and amortization expense, increased $11.9 million, or 13.1%, to $102.7 million, for the three months ended March 31, 2006 compared to $90.8 million for the same period in 2005. These expenses, as a percentage of net revenue, were 26.6% for the three months ended March 31, 2006 compared to 27.0% for the first quarter of 2005.

Compensation and related benefits. Compensation and related benefits increased $8.6 million, or 15.0%, to $65.9 million for the three months ended March 31, 2006 compared to $57.3 million for the same period in 2005. The increase was the result of increases in: (1) incentives and commission expense of $7.3 million, a portion of which related to a discretionary payment to employee stock option holders of $4.2 million and accruals for incentive payments of $2.7 million; (2) base wage expense, primarily in our retail stores for part-time wages to support the increased sales volumes, of $1.1 million; and (3) non-cash compensation expense of $0.6 million. These increases were partially offset by decreased severance costs of $0.5 million.

Advertising and promotion. Advertising and promotion expenses increased $1.2 million, or 8.2%, to $15.8 million for the three months ended March 31, 2006 compared to $14.6 million during the same period in 2005. Advertising expense increased as a result of an increase in print and television advertising of $1.8 million, offset by decreases in other advertising-related expenses of $0.6 million.

Other SG&A. Other SG&A expenses, including amortization expense, increased $2.1 million, or 11.1%, to $21.0 million for the three months ended March 31, 2006 compared to $18.9 million for the same period in 2005. This increase was due to the following: (1) increases in professional expenses of $1.9 million, a portion of which related to a discretionary payment made to our non-employee option holders of $0.6 million; (2) increases in fulfillment fee expense on our internet sales through www.gnc.com of $1.0 million; (3) an increase in credit card fees of $0.6 million; and (4) an increase in other SG&A expenses of $0.3 million. These were partially offset by a $1.8 million decrease in bad debt expense.


	Foreign Currency Gain

We recognized a consolidated foreign currency gain of $0.6 million in the three months ended March 31, 2006 compared to a gain of $0.1 million for the same period in 2005. These gains resulted primarily from accounts payable activity with our Canadian subsidiary.


	Other Income and Expense

Other income for the three months ended March 31, 2005 includes a transaction fee of $2.5 million, which was the recognition of transaction fee income related to the transfer of our Australian franchise rights.

~~MANAGEMENT’S~~Operating ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~ Income

~~AND~~As ~~RESULTS~~a OFresult ~~OPERATIONS~~of the foregoing, consolidated operating income increased $10.1 million, or 56.7%, to $27.9 million for the three months ended March 31, 2006 compared to $17.8 million for the same period in 2005. Operating income, as a percentage of net revenue, was 7.2% for the three months ended March 31, 2006 compared to 5.3% for the first quarter of 2005.

~~The~~Retail. ~~following~~Operating ~~discussion~~income ~~should~~increased be$17.4 million, ~~read in~~or ~~conjunction~~97.2%, ~~with~~to ~~“Selected~~$35.3 million ~~Consolidated~~for ~~Financial Data”~~the ~~and~~three ~~our~~months ~~consolidated financial statements and related~~ended ~~notes~~March 31, ~~included~~2006 ~~elsewhere~~compared into ~~this prospectus~~$17.9 million ~~The~~for ~~discussion~~the insame ~~this~~period ~~section~~in ~~contains forward-looking statements that involve risks and uncertainties~~2005. ~~See~~The ~~“Risk~~primary ~~Factors”~~reason ~~included elsewhere in this prospectus~~ for athe ~~discussion~~increase ~~of important~~was ~~factors~~increased ~~that~~sales ~~could~~and ~~cause~~margin ~~actual~~in ~~results~~all toof ~~differ~~our ~~materially from~~product ~~those described or implied by the forward-looking statements contained herein~~categories. ~~Please refer to “Special Note~~ ~~Regarding Forward-Looking Statements” included elsewhere in this prospectus.~~

~~On December 5, 2003, Centers, our wholly owned subsidiary, acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc~~Franchise. ~~from~~Operating ~~Numico~~income ~~USA, Inc.~~increased ~~for an aggregate purchase price of~~ $~~747~~5.43 million, ~~consisting~~or ~~of $733~~49.~~2 million~~1%, into ~~cash payable and the assumption of~~ $1416.21 million offor ~~mortgage indebtedness. In this prospectus, we refer to this acquisition as~~ the ~~“Acquisition.”~~ ~~Simultaneously~~three ~~with~~months ~~the closing of the~~ended ~~Acquisition~~March 31, ~~Centers~~2006 ~~entered~~compared ~~into~~to ~~a new senior credit facility with a syndicate of lenders, consisting of a~~ $~~285~~10.08 million ~~term~~ ~~loan~~for ~~facility and a $75.0 million revolving credit facility. Centers borrowed~~ the ~~full amount of the term loan~~same ~~facility~~period toin ~~fund a portion of the Acquisition purchase price, but made no borrowings under the revolving credit facility~~2005. ~~We have~~This ~~guaranteed~~increase ~~Centers’~~was ~~obligations~~primarily ~~under~~attributable ~~the senior credit facility. Centers also issued $215.0 million of 8 1/2% senior subordinated notes~~ to ~~fund a portion of the Acquisition purchase price. In addition, our Principal Stockholder, certain of our directors, members of our management and other employees made~~ an ~~equity contribution of~~ ~~$277.5 million~~increase in ~~exchange~~wholesale ~~for~~sales ~~29,566,666 shares (or shares after giving effect~~ to ~~our for stock split)~~ of our ~~common stock and~~franchisees, indespite ~~the case of our Principal Stockholder, 100,000 shares of our preferred stock. We contributed the full amount of the equity contribution to Centers to fund~~ a ~~portion of the Acquisition. Our Principal~~ ~~Stockholder~~reduced ~~subsequently~~number ~~resold all~~ of ~~our~~operating ~~preferred~~franchisees ~~stock~~domestically, ~~to other institutional investors. We intend to repurchase shares of outstanding common stock~~ and ~~to redeem all of our outstanding~~a ~~preferred~~reduction ~~stock~~ in ~~connection~~bad ~~with~~debt ~~this offering~~expense.

~~The~~Manufacturing/ ~~following~~Wholesale. ~~discussion~~Operating ~~gives~~income ~~effect to the~~decreased ~~Acquisition~~$0.9 million, Asor ~~a result~~7.4%, ~~our~~to ~~consolidated~~$11.2 million ~~financial~~for ~~statements~~the three ~~reflect~~months ~~our~~ended ~~financial position as of December 31, 2003 and~~ March 31, ~~2004~~2006 ~~and~~compared ~~our~~to ~~results of operations and cash flows~~$12.1 million for the ~~27 days~~same ~~ended~~period ~~December 31,~~in ~~2003~~2005. ~~and~~This ~~the~~decrease ~~three months~~was ~~ended~~primarily ~~March 31, 2004, and~~ the result ~~financial position~~ of ~~our~~ ~~predecessor~~a ~~entity,~~decrease onin afavorable ~~carve-out~~manufacturing ~~basis,~~variances asat ofour ~~December 31,~~South ~~2002~~Carolina ~~and~~facility ~~its~~when ~~results~~compared ofwith ~~operations~~the ~~and~~prior ~~cash~~year, as ~~flows~~production ~~for~~at the ~~years~~plant ~~ended~~was ~~December 31,~~at ~~2001~~a ~~and~~high ~~2002,~~point in the ~~period~~ ~~from~~prior ~~January 1,~~year. Currently ~~2003~~production toat ~~December 4,~~our ~~2003~~South ~~and the~~Carolina ~~three~~facility ~~months~~is ~~ended~~now ~~March 31, 2003. See~~more ~~“— Critical~~evenly ~~Accounting~~allocated ~~Policies~~throughout ~~— Basis of~~the ~~Presentation” below~~year.

~~Overview~~Warehousing and distribution costs. Unallocated warehousing and distribution costs increased $0.1 million, or 0.8%, to $12.8 million for the three months ended March 31, 2006 compared to $12.7 million for the same period in 2005. This increase was primarily a result of increased fuel costs, offset by reduced wages and other operating expenses in our distribution centers.

WeCorporate ~~are~~costs. ~~the~~Corporate ~~largest~~overhead ~~global~~cost ~~specialty retailer of~~increased ~~nutritional supplements~~$9.1 million, ~~which~~or ~~include sports nutrition products~~71.1%, ~~diet~~to ~~products,~~$21.9 million ~~VMHS~~for ~~(vitamins,~~the ~~minerals and herbal~~three ~~supplements)~~months ~~and~~ended ~~specialty~~March 31, ~~supplements.~~2006 Wecompared ~~derive~~to ~~our revenues~~$12.8 million ~~principally~~for ~~from~~the ~~product~~same ~~sales~~period ~~through~~in ~~our~~2005. ~~company-owned~~This ~~stores, franchise~~increase ~~activities~~was ~~and~~primarily ~~sales~~the result of ~~products~~the ~~manufactured~~discretionary inpayment ~~our facilities~~made to ~~third~~stock ~~parties.~~option ~~We sell products through a~~holders ~~worldwide~~in ~~network~~2006, ofincreases ~~more~~in ~~than~~incentive 5accrual expense,~~600~~ ~~locations~~and ~~operating under~~increased ~~the~~other ~~GNC~~professional ~~brand name~~fees.

~~Revenues~~Other. ~~are~~Other ~~derived~~income ~~from~~for ~~our~~the three ~~business~~months ended ~~segments~~March 31, ~~Retail~~2005 was $2.5 million, ~~Franchise~~which ~~and~~was ~~Manufacturing/~~the recognition ~~Wholesale,~~of transaction fee income related to the transfer of ~~primarily~~our asAustralian ~~follows:~~franchise rights.

•Interest ~~Retail revenues are generated by sales to consumers at our company-owned stores. • Franchise revenues are generated primarily from:~~Expense

(Interest expense decreased $3.8 million, or 28.1)%, to $9.7 ~~product~~million ~~sales~~for the three months ended March 31, 2006 compared to ~~our~~$13.5 million ~~franchisees;~~for the same period in 2005. This decrease was primarily attributable to the write-off of $3.9 million of deferred financing fees in the first quarter of 2005 resulting from the early extinguishment of debt.

~~(2) royalties~~Income onTax ~~franchise retail sales;~~ Expense

~~(3)~~ We ~~franchise~~recognized ~~fees~~$6.8 million of consolidated income tax expense during the three months ended March 31, ~~which~~2006 compared ~~are~~to ~~charged~~$1.6 million for ~~initial~~the ~~franchise~~same ~~awards~~period of 2005. The increased tax expense for the three months ended March 31, 2006 ~~renewals~~was ~~and~~the ~~transfers~~result of ~~franchises;~~an ~~and~~increase in income before income taxes of $13.9 million. The effective tax rate for the three months ended March 31, 2006 was 37.1% compared to 36.1% for the same period in 2005. The increase in the effective tax rate was primarily related to changes in the amounts of various permanent differences.

~~(4) sale~~Net ~~of company-owned stores to franchisees.~~ Income

As a result of the foregoing, consolidated net income increased $8.7 million, or 317.9%, to $11.4 million for the three months ended March 31, 2006 compared to $2.7 million for the same period in 2005. Net income, as a percentage of net revenue, was 2.9% for the three months ended March 31, 2006 compared to 0.8% for the first quarter of 2005.

•Comparison ~~Manufacturing/ Wholesale revenues are generated through sales~~ of ~~manufactured~~the ~~products~~Years toEnded ~~third~~December ~~parties~~31, ~~generally~~2005 ~~for third-party private label brands,~~ and ~~the sale of our proprietary and third-party products to Rite Aid and drugstore.com.~~2004

Our performance is affected by trends that affect the nutritional supplements industry generally. Current trends affecting our business include the aging population, rising healthcare costs, increasing focus on fitness and increasing incidence of obesity. Changes in these trends and other factors, which we may not foresee, may also impact our business. Our business allows us to respond to changing consumer preferences and drive revenues by emphasizing new product development, introducing targeted third-party products, and adjusting our product mix. Some of the trends that have impacted our business include the following: Revenues

	•	Historically, our primary product sales have been in the sports nutrition and VMHS categories. Sales of sports nutrition products have been driven largely by the increasing focus on fitness and the introduction of new products. Sales of VMHS products have been driven largely by the aging population and rising healthcare costs. Within this category, herbal supplement sales tend to be more significantly impacted by publicity and changes in consumer trends.
	•	Sales of diet products are generally more sensitive to consumer trends, resulting in higher volatility than our other products. In 1999, our diet category began to grow more rapidly with the introduction of ephedra products, which reached a high point in 2001 and began to decline in the second half of 2002. Although we instructed our locations to cease sales of ephedra beginning in early 2003, our introduction of low carbohydrate and other ephedra substitute products in 2003 partially offset these declines in the first half of 2003, and resulted in increased sales in the diet product category in the second half of 2003. However, in the first quarter of 2004, we experienced a decline in sales in our diet category, we believe in large part because the availability of low carbohydrate products has expanded in the marketplace. Although we expect to launch new diet products in 2004, we expect sales in the diet category will remain below our 2003 levels throughout 2004.

Our consolidated net revenues decreased $27.0 million, or 2.0%, to $1,317.7 million for the year ended December 31, 2005 compared to $1,344.7 million for the same period in 2004. The decrease was primarily the result of decreased comparable same store sales in our Retail and Franchise segments, a reduced domestic franchised store base and decreased revenue in our manufacturing segment due to declining demand for Vitamin E soft-gel products.

~~Other~~Retail. ~~factors~~Revenues ~~that~~in ~~have~~our ~~impacted~~Retail segment decreased $12.4 million, or 1.2%, to $989.4 million for the year ended December 31, 2005 compared to $1,001.8 million for the same period in 2004. The revenue decrease occurred primarily in our ~~business~~diet category and was partially offset by ~~include:~~increases in our sports nutrition and VMHS categories. The diet category experienced sales declines each quarter in 2005, with the first three quarters showing significant declines as a result of reduced demand for low-carb products. The fourth quarter diet sales, while remaining less than 2004, improved as a result of new product introductions. Our domestic company-owned comparable store sales improved each successive quarter during 2005, from a decline of 7.8% in the first quarter to an increase of 8.1% in the fourth quarter. For the total year 2005, our comparable store sales declined 1.5%. Our Canadian company-owned stores had similar trends in sales as our domestic company-owned stores, declining 11.0% in the first half of 2005 and increasing 0.3% in the second half of 2005. Our company-owned store base increased by 10 stores to 2,517 domestically, and declined by two stores to 133 in Canada at December 31, 2005.

	•	Changes to Store Base. During the 1990s, we embarked on a plan to significantly increase our store base, including expansion from suburban shopping malls into secondary malls and strip mall locations and by adding international franchise locations. Additionally, in 1999, we entered into a strategic alliance with Rite Aid to open our store-within-a-store locations. In 2003, in addition to our normal store closings, we identified 117 underperforming stores to be closed in the near future. We subsequently reduced this number to 107 stores, as the others became cash flow positive. As of March 31, 2004, we had closed 68 of these stores and expect to close the remaining stores by the end of 2004. We expect to continue to look for real estate opportunities in the United States to expand our store base; however, we believe the primary store expansion opportunity in the near term will be through international franchising.
	•	Changes to Pricing. In the fourth quarter of 2002, we thoroughly reviewed our proprietary product pricing and determined that our single unit pricing was not competitive with other market participants. A primary reason for higher single unit pricing was the creation of artificially high single unit prices to compensate for our BOGO (Buy One Get One half price) pricing. As a result of the review, we repriced most of our proprietary products and eliminated BOGO pricing in December of 2002. After the elimination of BOGO, we found that, although customers bought single units instead of two units, the shorter cycle time between customer visits led to a corresponding increase in transaction counts and an increase in product sales, particularly in our VMHS product category. We believe that our repricing strategy was one of the key drivers of our improved comparable stores sales growth and profitability during the second half of 2003.

Franchise. Revenues in our Franchise segment decreased $13.7 million, or 6.0%, to $212.8 million for the year ended December 31, 2005 compared to $226.5 million for the same period in 2004. Our domestic franchised stores recognized lower retail sales for the year ended December 31, 2005, as evidenced by a decline in 2005 comparable same store sales for these stores of 4.8%. This decline in retail sales resulted in decreased wholesale product sales to the franchisees of $11.0 million and a decrease in franchise royalty revenue of $1.1 million. Additionally, other franchise revenue decreased by $1.6 million. Our domestic franchised store base declined by 134 stores to 1,156 stores at December 31, 2005, from 1,290 stores at December 31, 2004, primarily as the result of our acquisition of 101 franchised stores in 2005. Our international franchised store base increased by 112 stores to 858 stores at December 31, 2005 compared to 746 stores at December 31, 2004. Our international franchisees pay a lower royalty rate and purchase fewer products from us than domestic franchisees.

AsManufacturing/ aWholesale. ~~result~~Revenues ofin ~~the~~our ~~use~~Manufacturing/ Wholesale ofsegment, awhich ~~portion~~includes ofthird-party ~~the~~sales ~~net~~from our ~~proceeds~~manufacturing ~~from~~facilities ~~this~~in ~~offering~~South toCarolina ~~repay~~and ~~indebtedness~~Australia, weas well ~~expect~~as ~~a decrease~~wholesale insales ~~cash~~to ~~interest~~Rite ~~expense~~Aid onand adrugstore.com, ~~pre-tax~~decreased $0.9 million, ~~basis~~or of0.8%, to $115.5 million for the year ~~approximately~~ended December 31, 2005 compared to $3116.4 million for the same period in 2004. WeThis ~~also~~decrease ~~expect~~occurred toprimarily ~~eliminate~~in the ~~accretion~~Greenville, ofSouth ~~approximately~~Carolina plant, which had a decrease of $124.7 million ~~per~~as ~~year~~a result of ~~dividends~~ ~~associated~~declining ~~with~~demand ~~our~~for ~~preferred~~Vitamin ~~stock,~~E soft-gel asproducts wefrom ~~intend~~third-party tocustomers and a decrease in ~~redeem~~third-party ~~all~~sales ofat our ~~outstanding~~Australian ~~preferred~~manufacturing ~~stock~~facility ~~following~~of $0.5 million. ~~the~~These decreases were partially offset by ~~consummation~~increased sales to Rite Aid of ~~the~~$1.9 million ~~offering~~and to drugstore.com of $2.4 million.


	Cost of Sales

Consolidated cost of sales, which includes product costs, costs of warehousing, and distribution and occupancy costs, increased $3.5 million, or 0.4%, to $898.7 million for the year ended December 31, 2005 compared to $895.2 million for 2004. Consolidated cost of sales, as a percentage of net revenue, were 68.2% for the year ended December 31, 2005 compared to 66.5% for 2004.

Product costs. Product costs decreased $1.4 million, or 0.2%, to $655.7 million for the year ended December 31, 2005 compared to $657.1 million for 2004. Consolidated product costs, as a percentage of net revenue, were 49.8% for the year ended December 31, 2005 compared to 48.8% for 2004. This increase, as a percentage of net revenue, was the result of increased promotional pricing in our retail segment and increased discounts provided to our franchisees on wholesale sales in our franchise segment.

~~Purchase~~Our ~~Accounting~~vendors partially offset this increase by providing reductions in product costs for their products that were promotionally priced.

OnWarehousing ~~December 5,~~and ~~2003,~~distribution ~~Centers, our wholly owned subsidiary, acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc~~costs. ~~from~~Warehousing ~~Numico USA,~~and ~~Inc.~~distribution incosts aincreased ~~business combination accounted for under the purchase method of accounting~~$0. ~~As a result~~6 million, ~~the~~or ~~financial data presented for 2003 include a predecessor period from January~~ 1.2%, ~~2003~~to ~~through December~~ $51.4, million ~~2003~~for ~~and~~the ayear ~~successor~~ended ~~period from~~ December ~~5, 2003 through December~~ 31, ~~2003. As a~~2005 ~~result~~compared ofto ~~the~~$50.8 million ~~Acquisition, the consolidated statements of operations~~ for ~~the~~2004. ~~successor~~This ~~periods~~increase ~~includes the following:~~was ~~interest~~primarily ~~and~~a ~~amortization~~result ~~expense resulting from the senior credit facility and the issuance~~ of ~~the~~increased ~~senior~~fuel ~~subordinated notes,~~costs ~~amortization of intangible assets related to the Acquisition and management fees~~ that doaffected ~~not exist prior to the~~our ~~Acquisition.~~private ~~Further~~fleet, as awell ~~result~~as ~~of purchase accounting,~~ the ~~fair~~ ~~values of our assets on the date of Acquisition became their new~~ cost ~~basis. Results~~ of ~~operations~~outside ~~for~~carriers, ~~the successor~~offset ~~periods are affected~~ by ~~the~~efficiency ~~newly established~~ cost ~~basis~~savings ~~of these~~in ~~assets.~~wages Weand ~~allocated~~other ~~the~~warehousing ~~Acquisition consideration to the~~costs. ~~tangible~~Consolidated ~~and~~warehousing ~~intangible assets acquired~~ and ~~liabilities~~distribution ~~assumed by~~costs, ~~us based upon their respective fair values~~ as ofa ~~the date of~~percentage ~~the~~of ~~Acquisition~~net ~~and~~revenue, ~~resulted~~were in3.9% afor ~~significant~~the ~~change~~year inended ~~our~~December 31, ~~annual~~2005 ~~depreciation~~compared ~~and~~to ~~amortization~~3.8% ~~expenses~~for 2004.

~~Critical~~Occupancy ~~Accounting~~costs. ~~Policies~~Occupancy costs increased $4.3 million, or 2.3%, to $191.6 million for the year ended December 31, 2005 compared to $187.3 million for 2004. This increase was the result of increased store rental costs of $2.7 million and increased other occupancy costs including depreciation of $1.6 million. Consolidated occupancy costs, as a percentage of net revenue, were 14.5% for the year ended December 31, 2005 compared to 13.9% for 2004.

~~You~~Selling, ~~should~~General ~~review~~and ~~the~~Administrative significant accounting policies described in the notes to our consolidated financial statements under the heading “Summary of Significant Accounting Policies” included elsewhere in this prospectus, in particular: Expenses

~~Use~~Our ofconsolidated ~~Estimates. Certain~~SG&A ~~amounts~~expenses, inwhich ~~our~~include ~~financial~~compensation ~~statements~~and ~~require~~related ~~management to use estimates~~benefits, ~~judgments~~advertising and ~~assumptions~~ ~~that~~promotion ~~affect~~expense, ~~the~~other selling, ~~reported~~general ~~amounts~~and ofadministrative ~~assets~~expenses, and amortization ~~liabilities~~expense, atincreased ~~the~~$2.1 million, ~~date~~or of0.6%, ~~the~~to $349.9 million, ~~financial~~for ~~statements and~~ the ~~reported~~ ~~amounts~~year ofended ~~revenues~~December 31, ~~and~~2005 compared ~~expenses~~to ~~during the periods presented~~$347.8 million ~~Our~~for ~~accounting~~the ~~policies~~same ~~are~~period ~~described~~ in ~~the notes to~~2004. ~~financial~~These ~~statements~~expenses, ~~under~~as ~~the~~a ~~heading~~percentage ~~“Summary~~ of ~~Significant~~ ~~Accounting~~net ~~Policies”~~revenue, ~~included~~were ~~elsewhere~~26.6% ~~in this~~for ~~prospectus.~~the ~~Our~~year ~~critical~~ended ~~accounting~~December 31, ~~policies~~2005 ~~and~~compared ~~estimates~~to ~~are described in this section~~25.9% Anfor ~~accounting estimate is considered~~2004. ~~critical if:~~

• Compensation ~~the~~and ~~estimate~~related ~~requires~~benefits. ~~management~~Compensation and related benefits decreased $1.4 million, or 0.6%, to $228.6 million ~~make~~for ~~assumptions~~the ~~about~~year ~~matters~~ended ~~that~~December 31, ~~were~~2005 compared ~~uncertain~~to at$230.0 million ~~the~~for ~~time~~2004. ~~the~~The ~~estimate~~decrease was ~~made;~~the result •of ~~different~~decreases ~~estimates~~in: ~~reasonably~~(1) incentives ~~could~~and ~~have~~commission expense ~~been~~of ~~used~~$2.3 million; or(2) 401(k) •company ~~changes~~paid matching inexpense ~~the~~of ~~estimate~~$1.1 million; ~~that~~and ~~would~~(3) other wage-related ~~have~~expense aof ~~material~~$0.4 million. ~~impact~~The ondecreases ~~our~~were offset ~~financial~~by ~~condition~~increases orin ~~our~~base ~~results~~wage ofexpense, ~~operations~~primarily ~~are~~in ~~likely~~our retail tostores, ~~occur~~of ~~from~~$1.8 million ~~period~~and tonon-cash ~~period~~compensation expense of $0.6 million.

~~Management~~Advertising ~~believes~~and ~~that~~promotion. ~~the~~Advertising ~~accounting~~and ~~estimates~~promotion ~~used~~expenses ~~are~~increased ~~appropriate~~$0.7 million, ~~and~~or 1.6%, to $44.7 million for the ~~resulting~~year ~~balances~~ended ~~are~~December 31, ~~reasonable.~~2005 ~~However,~~compared ~~actual~~to ~~results~~$44.0 million ~~could~~during ~~differ~~2004. ~~from~~Advertising ~~the original~~expense ~~estimates,~~increased ~~requiring~~as ~~adjustments~~a toresult ~~these~~of ~~balances~~an increase in ~~future~~product-specific ~~periods.~~television ~~See~~advertising ~~“Risk~~of ~~Factors”~~$7.0 million ~~for~~and areduction ~~discussion~~of franchisee advertising contributions of ~~some~~$1.2 million, offset by decreases in: (1) print advertising of $3.1 million; ~~the~~(2) general ~~risks~~marketing ~~that~~costs ~~could~~of $2.9 million; ~~affect~~(3) store ussignage inand ~~the~~merchandising costs ~~future~~of $1.0 million; and (4) other advertising related expenses of $0.5 million.

~~Revenue~~Other ~~Recognition~~SG&A. We ~~operate~~Other ~~primarily~~SG&A ~~as a retailer~~expenses, ~~through company-owned and~~including ~~franchised~~amortization ~~stores~~expense, ~~and~~increased ~~to a lesser extent~~$2.8 million, asor ~~a wholesaler~~3.8%, Weto ~~apply~~$76.6 million for the ~~provisions~~year ofended ~~Staff~~December 31, ~~Accounting~~2005 compared ~~Bulletin~~to No$73.8 ~~104, “Revenue~~million ~~Recognition~~for 2004.” WeThis ~~recognize~~increase ~~revenues~~was ~~in our~~due ~~Retail~~to ~~segment~~(1) legal atcosts ~~the~~for ~~moment~~ a ~~sale~~proposed toclass aaction ~~customer is recorded.~~settlement ~~Gross~~for ~~revenues~~certain ~~are~~products ~~reduced~~related ~~by customer returns. We recognize revenues on product sales~~ to ~~franchisees~~a ~~and other~~ third-party ~~parties when~~vendor ~~the risk~~ of $1.9 million; ~~loss,~~(2) increases ~~title~~in ~~and~~commission ~~insurable~~expense ~~risks have~~on ~~transferred~~our toconsigned ~~the~~inventory ~~franchisee~~sales orof ~~third party~~$1. ~~We recognize~~1 million; ~~revenues~~(3) increases ~~from~~in ~~franchise~~other ~~fees~~professional atexpenses ~~the~~of $0.9 million; ~~time~~and (4) a ~~franchised~~$1.3 million ~~store~~increase in ~~opens~~various orother atSG&A ~~the time of franchise renewal or transfer, as applicable~~costs. ~~The~~These ~~majority~~increases ofwere ~~our retail revenues are received as~~partially ~~cash~~offset orby ~~cash~~a ~~equivalents~~$1.2 million ~~The~~gain ~~majority~~for of our ~~franchise~~expected ~~revenues~~portion of ~~are~~the ~~billed~~proceeds tofrom the ~~franchisees~~Visa/ ~~with~~MasterCard ~~varying~~antitrust ~~terms for payment. An~~litigation ~~allowance~~settlement ~~for~~and ~~receivables~~a ~~due~~decrease ~~from~~in ~~third~~general ~~parties~~insurance isexpense ~~recorded, as~~of ~~necessary, based on facts and circumstances~~$1.2 million.

~~Inventories.~~Foreign ~~Where necessary,~~Currency we provide estimated allowances to adjust the carrying value of our inventory to the lower of cost or net realizable value. These estimates require us to make approximations about the future demand for our products in order to categorize the status of such inventory items as slow moving, obsolete or in excess of need. These future estimates are subject to the ongoing accuracy of Gain

We recognized a consolidated foreign currency gain of $0.6 million for the year ended December 31, 2005 compared to $0.3 million for the year ended December 31, 2004. This gain resulted primarily from accounts payable activity with our Canadian subsidiary.


	Other Income and Expense

Other income for the year ended December 31, 2005 includes a transaction fee of $2.5 million, which was recognized for the transfer of our Australian franchise business. For 2004, we incurred a $1.3 million

~~management’s~~charge ~~forecasts~~for ofcosts ~~market~~related ~~conditions, industry~~to ~~trends~~our ~~and~~preparation ~~competition.~~of Wea ~~are~~registration statement ~~also subject~~ to ~~volatile changes~~be used in ~~specific~~connection ~~product~~with ~~demand as~~ a ~~result~~proposed ofoffering ~~unfavorable~~of ~~publicity,~~our ~~government~~common ~~regulation~~stock ~~and~~to ~~rapid~~the ~~changes~~public. inAs ~~demand~~that ~~for new~~offering ~~and~~was ~~improved~~not completed, ~~products~~these orcosts ~~services~~were expensed.

~~Accounts~~Operating Receivables and Allowance for Doubtful Accounts. We offer financing to qualified domestic franchisees with the initial purchase of a franchise location. The notes are demand notes, payable monthly over periods of five to seven years. We also generate a significant portion of our revenue from ongoing product sales to franchisees and third-party customers. An allowance for doubtful accounts is established based on regular evaluations of our franchisees’ and third-party customers’ financial health, the current status of trade receivables and any historical write-off experience. We maintain both specific and general reserves for doubtful accounts. General reserves are based upon our historical bad debt experience, overall review of our aging of accounts receivable balances, general economic conditions of our industry or the geographical regions and regulatory environments of our third-party customers and franchisees. Income

~~Impairment~~As ofa ~~Long-Lived Assets.~~result ~~Long-lived~~of ~~assets~~the foregoing, ~~including fixed~~operating ~~assets~~income ~~and~~decreased $28.5 million, ~~intangible~~or ~~assets with finite useful lives~~28.3%, ~~are evaluated~~to ~~periodically~~$72.2 million ~~by us~~ for ~~impairment whenever events or changes in circumstances indicate that~~ the ~~carrying amount of~~year ~~any~~ended ~~such~~December 31, ~~asset~~2005 ~~may~~compared ~~not~~to ~~be recoverable~~$100.7 million ~~If the sum of the~~for ~~undiscounted~~2004. ~~future~~Operating ~~cash flows is less than the carrying value~~income, we ~~recognize an impairment loss, measured~~ as ~~the~~a ~~amount~~percentage ~~by which the carrying value exceeds the fair value~~ of ~~the~~net ~~asset. These estimates of cash flow require significant management judgment and certain assumptions about future volume,~~ revenue ~~and expense growth rates~~, ~~foreign~~was ~~exchange rates, devaluation and inflation~~5.5% Asfor ~~such,~~the ~~this~~year ~~estimate~~ended ~~may~~December 31, ~~differ~~2005 ~~from~~compared ~~actual~~to ~~cash~~7.5% ~~flows~~for 2004.

~~Self-Insurance~~Retail. ~~Prior~~ toOperating ~~the~~income ~~Acquisition,~~decreased ~~General Nutrition Companies, Inc~~$30. ~~was included as an insured under several of Numico’s global insurance policies. Subsequent to the Acquisition~~5 million, ~~we procured~~or ~~insurance independently for such areas as general liability, product liability, director and officer liability, property insurance, and ocean marine insurance~~28. ~~We are self-insured with respect to our medical benefits. As part of this coverage~~3%, ~~we contract with national service providers~~ to provide benefits to our employees for all medical, dental, vision and prescription drug services. We then reimburse these service providers as claims are processed from our employees. We maintain a specific stop loss provision of $~~200,000 per incident, with a maximum limit up to $2~~77.02 million ~~per~~for ~~participant,~~the ~~per benefit~~ year~~, respectively.~~ ~~We have no additional liability once a participant~~ended ~~exceeds the $2.0~~December ~~million~~31, ~~ceiling.~~2005 ~~Our~~compared ~~liability~~to ~~for medical claims is included as a component of accrued payroll and related liabilities and was~~ $3107.07 million, ~~$3.0 million~~for ~~and $3.5 million as of March 31,~~ 2004~~, December 31,~~. ~~2003~~The ~~and~~primary ~~December 31,~~reason ~~2002, respectively. We are also self-insured~~ for ~~worker’s compensation coverage in~~ the ~~State~~ ofdecrease ~~New York with a stop loss of $250,000. Our liability for worker’s compensation in New York~~ was ~~not~~ ~~significant~~lower asretail ~~of March 31~~margin, ~~2004, December 31,~~due ~~2003 and December 31, 2002. We are also self-insured for physical damage~~ to ~~our~~lower ~~tractors,~~diet ~~trailers~~sales and ~~fleet~~increased ~~vehicles~~promotional ~~for field~~retail ~~personnel use~~pricing. ~~We also are self-insured for any physical~~ ~~damages that may occur at the corporate store locations. Our associated liability for this self-insurance was not significant as of March 31, 2004, December 31, 2003 and December 31, 2002.~~

~~Goodwill and Indefinite-Lived Intangible Assets~~Franchise. OnOperating anincome ~~annual~~decreased ~~basis~~$10.4 million, ~~we perform~~ aor ~~valuation~~16.7%, ofto ~~the goodwill and indefinite lived intangible assets associated with our operating segments~~$52.0 million Tofor the ~~extent that~~year ~~the fair value associated with the goodwill and~~ended ~~indefinite-lived intangible assets is less than the recorded value~~December 31, we2005 ~~write~~compared ~~down~~to ~~the value of the asset~~$62.4 million ~~The~~for ~~valuation of~~2004. ~~the~~This ~~goodwill~~decrease ~~and indefinite-lived intangible assets~~ is ~~affected by,~~primarily ~~among~~attributable ~~other~~to ~~things,~~a ~~our~~decrease ~~business~~in wholesale ~~plan~~sales ~~for~~and ~~the future~~margin, ~~and estimated~~due ~~results~~to ofincreases ~~future operations. Changes~~ in ~~the business~~discounts ~~plan~~provided orto ~~operating~~our ~~results~~franchisees ~~that~~on ~~are~~wholesale ~~different~~sales ~~than~~and ~~the~~a ~~estimates~~reduced ~~used~~number ~~to develop the valuation~~ of ~~the~~operating ~~assets~~franchisees ~~result in an impact on their valuation~~domestically.

~~Basis~~Manufacturing/ ~~of Presentation~~Wholesale. ~~Our~~Operating ~~consolidated~~income increased ~~financial~~$7.4 million, ~~statements~~or ~~for~~19.2%, ~~the~~to 27$46.0 ~~days~~million ~~ended~~for the year ended December 31, ~~2003~~2005 ~~include~~compared ~~the~~to ~~accounts~~$38.6 million offor 2004. ~~General~~This ~~Nutrition Centers,~~increase ~~Inc.~~was ~~and~~primarily ~~its~~the ~~wholly~~result ~~owned~~of ~~subsidiaries.~~an ~~Included~~increase in ~~this~~license ~~period~~and ~~are~~other ~~fair~~fee ~~value~~revenue ~~adjustments~~from toRite ~~assets and liabilities~~Aid, ~~including~~increased ~~inventory, goodwill, other intangible~~wholesale ~~assets~~sales ~~and~~volumes ~~property,~~to ~~plant and equipment~~drugstore.com, ~~Also~~improved ~~included~~margins ison ~~the~~third-party ~~corresponding~~manufacturing ~~effect~~sales, ~~these~~and ~~adjustments~~increased ~~had~~manufacturing toefficiencies ~~cost of sales,~~at ~~depreciation,~~our ~~and~~South ~~amortization~~Carolina ~~expenses~~manufacturing facility.

Warehousing and distribution costs. Unallocated warehousing and distribution costs increased $0.7 million, or 1.4%, to $50.0 million for the year ended December 31, 2005 compared to $49.3 million for 2004. This increase was primarily a result of increased fuel costs, partially offset by reduced wages and other operating expenses in our distribution centers.

Corporate costs. Corporate overhead cost decreased $1.9 million, or 3.3%, to $55.5 million for the year ended December 31, 2005 compared to $57.4 million for 2004. This decrease was primarily the result of the recognition of a $1.2 million gain for our expected portion of the proceeds from the Visa/ MasterCard antitrust litigation settlement and a decrease in our insurance expense, offset by the recognition of $1.9 million in legal costs for a proposed class action settlement for certain products related to a third-party vendor and increases in other professional fees.

Other. Other income for the year ended December 31, 2005 was $2.5 million, which represented the recognition of transaction fee income related to the transfer of our Australian franchise rights. For 2004, we incurred a $1.3 million charge for costs related to the preparation of a SEC filing to offer common stock to the public. As that offering was not completed, these costs were expensed.


	Interest Expense

Interest expense increased $8.6 million, or 24.9%, to $43.1 million for the year ended December 31, 2005 compared to $34.5 million for 2004. This increase was primarily attributable to the write-off of $3.9 million of deferred financing fees, a result of the refinancing of our variable interest rate bank debt, which was replaced with $150.0 million of fixed interest rate senior notes in January 2005.


	Income Tax Expense

We recognized $10.7 million of consolidated income tax expense during the year ended December 31, 2005 compared to $24.5 million for 2004. The decreased tax expense for the year ended December 31, 2005, was a result of a decrease in income before income taxes of $37.1 million. The effective tax rate for the year ended December 31, 2005 was 36.8% compared to 37.0% for the year ended December 31, 2004.

~~Our~~Net consolidated financial statements for the period ending December 4, 2003, and the periods ending December 31, 2002 and 2001 presented herein have been prepared on a carve-out basis and reflect our consolidated financial position, results of operations and cash flows in accordance with GAAP. In order to depict our financial position, results of operations and cash flows on a stand-alone basis, our financial statements reflect amounts that have been pushed down from Numico USA, Inc. (together with its parent company, Royal Numico N.V., “Numico”), to us prior to the consummation of the Acquisition. As a result of recording these amounts, our predecessor’s consolidated financial statements for these periods may not be indicative of the results that would be presented if we had operated as an independent, stand-alone entity. Income

InAs ~~the~~a ~~accompanying~~result ~~discussion~~ of ~~results~~the ~~of operations~~foregoing, ~~the~~consolidated ~~period~~net ~~ended~~income ~~December~~decreased $23.3 4,million ~~2003~~to ~~and~~$18.4 million for the ~~27 days~~ ~~ended~~year ended December 31, ~~2003~~2005 ~~have~~compared ~~been~~to ~~combined~~$41.7 million for 2004. ~~comparability~~Net toincome, ~~the~~as a percentage of net revenue, was 1.4% for the year ~~ending~~ended December 31, ~~2002~~2005 compared to 3.1% for 2004.

~~The~~Other ~~following~~Comprehensive ~~is a discussion of our related party transactions with Numico and other affiliates during the periods presented:~~ Income

We ~~sell~~recognized ~~products to formerly affiliated companies, including Rexall Sundown, Inc~~$0.,1 million ~~through~~of ~~our Manufacturing/~~foreign ~~Wholesale~~currency ~~segment.~~gain ~~Numico~~for ~~acquired Rexall in June~~the ~~2000~~year ~~and~~ended ~~sold it July 2003. During this period~~December 31, ~~our~~2005 ~~sales~~compared to ~~Rexall~~ ~~constituted sales to a related party and are included in~~$0.9 million ~~revenue~~for ~~in our Manufacturing/ Wholesale segment~~2004. WeThe ~~have continued~~amounts torecognized ~~sell~~in ~~products~~each toperiod ~~Rexall~~resulted ~~after the disposition~~from ~~pursuant~~foreign tocurrency antranslation ~~agreement~~adjustments ~~with them expiring in July 2005, subject to early termination provisions. The appropriate cost of sales~~ related to ~~affiliate sales is also included in our~~the ~~consolidated~~investment ~~financial statements. Also included~~ in ~~the cost of sales is a significant portion of raw materials~~ and ~~packaging materials~~receivables ~~purchased~~due from ~~Rexall~~our ~~and~~Canadian ~~Numico’s subsidiary,~~and ~~Nutraco~~Australian Ssubsidiaries.A.

WeComparison ~~operate a fleet~~ of ~~distribution~~the ~~vehicles~~Years ~~that deliver~~Ended ~~products~~December to31, ~~our~~2004 ~~company-owned~~ and franchised stores and delivers products for certain other third party customers and vendors. The revenues associated with third party deliveries are recognized as a reduction of transportation costs in our consolidated financial statements. 2003

General Nutrition Companies, Inc., our indirect subsidiary, entered into a management service agreement with Numico in 2002. This management agreement included charges for strategic planning, certain information technology expenses, product and material management, group business process, human resources, legal, tax, regulatory and management reporting. Upon consummation of the Acquisition, this agreement was terminated. Revenues

~~Numico~~Our ~~also~~consolidated ~~allocated~~net arevenues ~~portion~~decreased of$84.8 million, ~~its research~~or ~~and~~5.9%, ~~development charges~~ to ~~us under a research activities agreement~~$1,344.7 million ~~These~~for ~~research~~the ~~and~~year ~~development activities included~~ended ~~ongoing~~December 31, ~~scientific~~2004 ~~and~~compared ~~medical~~to ~~research~~$1,429.5 million ~~support~~for ~~and advice on~~the ~~strategic~~same ~~research~~period ~~objectives,~~in ~~design~~2003. ~~and~~The ~~development~~decrease ofwas ~~new products,~~the ~~organization~~result ~~and management~~ of ~~clinical~~decreases ~~trials,~~in ~~updates~~our onRetail ~~the latest technological~~ and ~~scientific~~Franchise ~~developments and~~segments, ~~updates~~offset onby ~~regulatory~~slight ~~issues.~~increases ~~Upon consummation of the~~in ~~Acquisition,~~our ~~this~~Manufacturing/ ~~agreement~~Wholesale ~~was terminated~~segment.

~~Numico~~Retail. ~~purchased~~Revenues ~~certain~~in ~~global~~our ~~insurance~~Retail segment decreased ~~policies~~$57.7 million, ~~covering~~or ~~several~~5.4%, ~~types~~to of$1,001.8 million ~~insurance~~for the year ended December 31, 2004 compared to $1,059.5 million for the same period in 2003. The revenue decrease occurred primarily in our diet category and, ~~allocated~~to a ~~these~~lesser ~~charges~~extent, the sports nutrition category. The diet category experienced a sharp drop in sales from 2003 primarily due to usthe (1) discontinuation in June 2003 of sales of products containing ephedra and (2) a decrease in sales of low carb products. WeSales ~~obtained~~from ~~stand~~ephedra products were $35.2 million for the year ended December 31, 2003. This decrease was offset partially by the first quarter of 2004 sales of low-~~alone~~carb products ~~insurance~~and ~~policies~~diet products intended to replace the ephedra ~~with~~products. ~~coverage~~However, ~~appropriate~~beginning in the second quarter of 2004 and continuing for the remainder of 2004, sales of low-carb products decreased significantly from the prior year. Beginning in the second quarter of 2004, and especially for the second half of 2004, our ~~business~~sports ~~upon~~nutrition ~~consummation~~category experienced a decrease in sales of meal replacement bars. We believe that these decreases are largely a result of low-carb products and meal replacement bars having become more readily available in the ~~Acquisition~~marketplace since the prior year. Additionally, overall retail sales declined as a result of operating 2,642 company-owned stores as of December 2004 versus 2,748 as of December 2003. Our store base declined primarily as a result of a store rationalization plan developed in conjunction with the Numico acquisition. This plan identified underperforming stores, the majority of which were closed during the year. Comparable store sales in company-owned domestic stores declined 4.1% for the year ended December 31, 2004 compared with the same period in 2003. Comparable store sales in company-owned Canadian stores improved 3.6% for the year ended December 31, 2004 compared with the same period in 2003.

~~Results~~Franchise. Revenues in our Franchise segment decreased $29.0 million, or 11.4%, to $226.5 million for 2004 compared to $255.5 million for the same period in 2003. These decreases were the result of: ~~Operations~~(1) a decrease in wholesale product sales to franchisees of $17.2 million, which was the result of lower retail sales at our franchised stores, as our franchised stores had similar decreases in sales of diet products as our company-owned stores; (2) the Company’s decision to limit sales of company-owned stores to franchisees which resulted in a decline of $9.5 million, as there were nine such sales in 2004 compared with 65 in 2003; (3) a decrease in franchise fee revenue of $1.2 million; and (4) a decrease in other revenue areas of $1.1 million.

~~The~~Manufacturing/ ~~information~~Wholesale. ~~presented~~Revenues ~~below~~in asour ~~of and for the~~Manufacturing/ ~~years~~Wholesale ~~ended~~segment ~~December~~increased $1.9 31million, ~~2001~~or ~~and 2002~~1.7%, ~~the period ended~~to ~~December~~ $116.4, million ~~2003~~for ~~and~~2004 ~~the~~compared ~~27 days~~to ~~ended December~~$114.5 ~~31,~~million ~~2003 was derived from our audited consolidated~~for ~~financial statements and accompanying notes~~2003. InThis ~~the~~increase ~~table~~was ~~below and in~~ the ~~accompanying~~result ~~discussion,~~of ~~the~~increases ~~27 days ended~~in: ~~December~~(1) ~~31,~~third-party ~~2003~~sales ~~and~~at ~~the~~our ~~period~~Australian ~~ended December 4,~~manufacturing ~~2003~~facility ~~have~~of ~~been combined for discussion purposes~~$2.1 million; ~~The~~(2) sales ~~information presented~~to ~~below~~Rite asAid of $1.7 million; and ~~for~~(3) sales ~~the~~to ~~three~~drugstore.com ~~months ended~~of ~~March~~$1.0 ~~31,~~million. ~~2003~~These ~~and~~increases ~~2004~~were ~~was~~partially ~~derived~~offset ~~from~~by ~~our unaudited~~a ~~consolidated~~decrease ~~financial statements included elsewhere~~ in ~~this prospectus,~~third-party ~~which,~~sales infrom ~~the~~our ~~opinion~~South ~~of management, include all~~Carolina ~~adjustments~~manufacturing ~~necessary~~facility ~~for a fair presentation~~ of ~~our financial position and operating results for such periods and as of such dates~~$2.9 million.

~~Results~~Cost of ~~Operations~~ Sales

	Predecessor												Successor								Predecessor				Successor
									Period from												Three				Three
(dollars in millions and	Year Ended December 31,								January 1,				27 Days				Combined				Months				Months
percentages expressed									2003 to				Ended				Year Ended				Ended				Ended
as a percentage									December 4,				December 31,				December 31,				March 31,				March 31,
	2001				2002				2003				2003				2003				2003				2004
of net reve ues)
Revenues:
Retail	$	1,123.1	74.4	%	$	1,068.6	75.0	%	$	993.3	74.1	%	$	66.2	74.1	%	$	1,059.5	74.1	%	$	266.4	75.9	%	$	279.6	75.0	%
Franchise		273.1	18.1			256.1	18.0			241.3	18.0			14.2	15.9			255.5	17.9			59.7	17.0			64.2	17.2
Manufacturing/ Wholesale		112.9	7.5			100.3	7.0			105.6	7.9			8.9	10.0			114.5	8.0			25.0	7.1			28.8	7.7
Total net revenues		1,509.1	100.0			1,425.0	100.0			1,340.2	100.0			89.3	100.0			1,429.5	100.0			351.1	100.0			372.6	100.0
Operating expenses:
Consolidated cost of sales, including costs of warehousing, distribution and occupancy		1,013.3	67.1			969.9	68.1			934.9	69.8			63.6	71.2			998.5	69.8			241.2	68.7			247.2	66.3
Compensation and related benefits		246.6	16.3			245.2	17.2			235.0	17.5			16.7	18.7			251.7	17.6			60.0	17.1			61.1	16.4
Advertising and promotion		41.9	2.8

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