~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

þ[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2010

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

For the transition period from to .

Commission File Number: 333-144396

GENERAL NUTRITION CENTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware		72-1575168
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)
300 Sixth Avenue		15222
Pittsburgh, Pennsylvania		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (412) 288-4600

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act~~. (Check one)~~:

Large accelerated filer o [ ] Accelerated filer o [ ] Non-accelerated filer[ þX ~~(Do not check if a smaller reporting company)~~ ] Smaller reporting company o[ ]

Indicate by by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o[ ] Yes þ[ X ] No

As of ~~August~~November 104, 2010, 100 shares of common stock, par value $0.01 per share (the “Common Stock”), of General Nutrition Centers, Inc. were outstanding. All shares of our Common Stock are held by GNC Corporation.

TABLE OF CONTENTS

		~~PAGE~~	PAGE
PART I — FINANCIAL INFORMATION
		PART I - FINANCIAL INFORMATION
Explanatory Note
Explanatory Note.
Item 1. Financial Statements
Item 1.		Financial Statements.
Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009			1
	Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009.		1
Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009			2
	Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009.		2
Unaudited Consolidated Statement of Stockholder’s Equity and Comprehensive Income for the six months ended June 30, 2010 and 2009			3
	Unaudited Consolidated Statement of Stockholder’s Equity and Comprehensive Income for the nine months ended September 30, 2010 and 2009.		3
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009			4
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009.		4
Summarized Notes to Unaudited Consolidated Financial Statements			5
	Summarized Notes to Unaudited Consolidated Financial Statements.		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			38
Item 3.		Quantitative and Qualitative Disclosures About Market Risk.	38
Item 4. Controls and Procedures			39
Item 4.		Controls and Procedures.	39
PART II — OTHER INFORMATION
		PART II - OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1.		Legal Proceedings.	40
Item 1A. Risk Factors			40
Item 1A.		Risk Factors.	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.	40
Item 3. Defaults Upon Senior Securities			40
Item 3.		Defaults Upon Senior Securities.	40
Item 4. Removed and Reserved			40
Item 4.		Removed and Reserved.	40
Item 5. Other Information			40
Item 5.		Other Information.	40
Item 6. Exhibits			40
Item 6.		Exhibits.	40
Signatures			41
EX-31.1
EX-31.2
EX-32.1

~~Table~~PART I of- ~~Contents~~FINANCIAL INFORMATION

~~PART~~Item I1. —Financial ~~FINANCIAL INFORMATION~~ Statements.

~~Item 1.~~GENERAL ~~Financial~~NUTRITION ~~Statements~~CENTERS, INC. AND SUBSIDIARIES

~~GENERAL~~Consolidated ~~NUTRITION CENTERS, INC. AND SUBSIDIARIES~~Balance Sheets

~~Consolidated~~(in ~~Balance~~thousands, ~~Sheets~~except share data)

(in thousands, except share data)

	September 30,			December 31,
	2010			2009 *
Current assets:	(unaudited)
Cash and cash equivalents	$	121,704		$	75,089
Receivables, net	105,781			94,355
Inventories, net (Note 3)	396,788			370,492
Prepaids and other current assets	33,639			42,219
Total current assets	657,912			582,155

Long-term assets:
Goodw ill (Note 4)	624,920			624,753
Brands (Note 4)	720,000			720,000
Other intangible assets, net (Note 4)	148,873			154,370
Property, plant and equipment, net	192,816			199,581
Deferred financing fees, net	15,216			18,411
Other long-term assets	4,781			4,332
Total long-term assets	1,706,606			1,721,447

Total assets	$	2,364,518		$	2,303,602

Current liabilities:
Accounts payable	$	99,380		$	95,904
Accrued payroll and related liabilities	26,918			22,277
Accrued interest (Note 5)	5,576			14,552
Current portion, long-term debt (Note 5)	1,565			1,724
Deferred revenue and other current liabilities	77,905			65,130
Total current liabilities	211,344			199,587

Long-term liabilities:
Long-term debt (Note 5)	1,057,208			1,058,085
Deferred tax liabilities, net	291,798			288,894
Other long-term liabilities	31,425			39,520
Total long-term liabilities	1,380,431			1,386,499

Total liabilities	1,591,775			1,586,086

Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding
Paid-in-capital	597,308			594,932
Retained earnings	179,744			129,783
Accumulated other comprehensive loss	(4,309		)	(7,199		)
Total stockholder's equity	772,743			717,516

Total liabilities and stockholder's equity	$	2,364,518		$	2,303,602

	June 30,			December 31,
	2010			2009 *
	(unaudited)
Current assets:
Cash and cash equivalents	$	118,515		$	75,089
Receivables, net		92,862			94,355
Inventories, net (Note 3)		395,669			370,492
Prepaids and other current assets		37,276			42,219
Total current assets		644,322			582,155
Long-term assets:
Goodwill (Note 4)		624,910			624,753
Brands (Note 4)		720,000			720,000
Other intangible assets, net (Note 4)		150,607			154,370
Property, plant and equipment, net		194,328			199,581
Deferred financing fees, net		16,287			18,411
Other long-term assets		4,458			4,332
Total long-term assets		1,710,590			1,721,447
Total assets	$	2,354,912		$	2,303,602
Current liabilities:
Accounts payable	$	119,893		$	95,904
Accrued payroll and related liabilities		19,973			22,277
Accrued interest (Note 5)		13,289			14,552
Current portion, long-term debt (Note 5)		1,539			1,724
Deferred revenue and other current liabilities		74,526			65,130
Total current liabilities		229,220			199,587
Long-term liabilities:
Long-term debt (Note 5)		1,057,505			1,058,085
Deferred tax liabilities, net		291,871			288,894
Other long-term liabilities		32,968			39,520
Total long-term liabilities		1,382,344			1,386,499
Total liabilities		1,611,564			1,586,086
Stockholder’s equity:
Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding		—			—
Paid-in-capital		596,508			594,932
Retained earnings		152,959			129,783
Accumulated other comprehensive loss		(6,119	)		(7,199	)
Total stockholder’s equity		743,348			717,516
Total liabilities and stockholder’s equity	$	2,354,912		$	2,303,602

* Footnotes summarized from the Audited Financial Statements

*The accompanying ~~Footnotes~~notes ~~summarized~~are ~~from~~an ~~the~~integral ~~Audited~~part ~~Financial~~of ~~Statements~~the consolidated financial statements.

~~The accompanying notes are an integral part of the consolidated financial statements.~~ 1

1 GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

~~Table~~Consolidated Statements of ~~Contents~~Operations

~~GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES~~ (unaudited)

~~Consolidated~~(in ~~Statements of Operations~~thousands)

(unaudited)

	Three months ended					Nine months ended
	September 30,			September 30,		September 30,			September 30,
	2010			2009		2010			2009

Revenue	$	465,746		$	430,798	$	1,386,669		$	1,303,111

Cost of sales, including costs of warehousing, distribution and occupancy	302,667			282,606		894,035			849,241
Gross profit	163,079			148,192		492,634			453,870

Compensation and related benefits	69,174			65,470		204,566			196,321
Advertising and promotion	10,643			11,043		40,219			40,177
Other selling, general and administrative	24,115			24,272		74,373			74,006
Foreign currency (gain) loss	(92		)	6		(149		)	(27)
Operating income	59,239			47,401		173,625			143,393

Interest expense, net (Note 5)	16,340			16,874		49,286			53,017

Income before income taxes	42,899			30,527		124,339			90,376

Income tax expense (Note 11)	16,114			11,002		45,994			33,440


Net income	$	26,785		$	19,525	$	78,345		$	56,936

~~(in~~The accompanying ~~thousands)~~notes are an integral part of the consolidated financial statements.

	Three months ended					Six months ended
	June 30,		June 30,			June 30,			June 30,
	2010		2009			2010			2009
Revenue	$	455,903	$	432,416		$	920,922		$	872,313
Cost of sales, including costs of warehousing, distribution and occupancy		292,251		280,906			591,368			566,635
Gross profit		163,652		151,510			329,554			305,678
Compensation and related benefits		67,633		65,526			135,391			130,851
Advertising and promotion		14,122		14,395			29,576			29,134
Other selling, general and administrative		25,164		25,881			50,258			49,734
Foreign currency (gain) loss		19		(130	)		(57	)		(33	)
Operating income		56,714		45,838			114,386			95,992
Interest expense, net (Note 5)		16,317		17,081			32,946			36,143
Income before income taxes		40,397		28,757			81,440			59,849
Income tax expense (Note 11)		14,796		10,791			29,880			22,437
Net income	$	25,601	$	17,966		$	51,560		$	37,412

~~The~~GENERAL ~~accompanying~~NUTRITION ~~notes are an integral part of the consolidated financial statements~~CENTERS, INC. AND SUBSIDIARIES

2Consolidated Statement of Stockholder’s Equity and Comprehensive Income

~~Table~~(in ofthousands, ~~Contents~~except share data)

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

	Common Stock					Retained		Accumulated Other Comprehensive		Total Stockholder’s
	Shares	Dollars		Paid-in-Capital		Earnings		Income/(Loss)		Equity


Balance at December 31, 2009	100	$	-	$	594,932	$	129,783	$	(7,199)	$	717,516

Comprehensive income:
Net income	-	-		-		78,345		-		78,345
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $1,367	-	-		-		-		2,389		2,389
Foreign currency translation adjustments	-	-		-		-		501		501
Comprehensive income										81,235

Non-cash stock-based compensation	-	-		2,376		-		-		2,376
Dividend payment	-	-		-		(28,384)		-		(28,384)

Balance at September 30, 2010 (unaudited)	100	$	-	$	597,308	$	179,744	$	(4,309)	$	772,743


Balance at December 31, 2008	100	$	-	$	592,355	$	73,764	$	(14,057)	$	652,062

Comprehensive income:
Net income	-	-		-		56,936		-		56,936
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $753	-	-		-		-		1,316		1,316
Foreign currency translation adjustments	-	-		-		-		3,451		3,451
Comprehensive income										61,703

Return of capital to GNC Corporation	-	-		(278)		-		-		(278)
Non-cash stock-based compensation	-	-		2,062		-		-		2,062
Dividend payment	-	-		-		(13,600)		-		(13,600)

Balance at September 30, 2009 (unaudited)	100	$	-	$	594,139	$	117,100	$	(9,290)	$	701,949

~~Consolidated~~The accompanying ~~Statement~~notes ofare ~~Stockholder’s~~an ~~Equity~~integral ~~and~~part ~~Comprehensive~~of ~~Income~~the consolidated financial statements.

~~(in thousands, except share data)~~3

											Accumulated
											Other			Total
	Common Stock							Retained			Comprehensive			Stockholder’s
	Shares		Dollars		Paid-in-Capital			Earnings			Income/(Loss)			Equity
Balance at December 31, 2009		100	$	—	$	594,932		$	129,783		$	(7,199	)	$	717,516
Comprehensive income:
Net income		—		—		—			51,560			—			51,560
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $874		—		—		—			—			1,526			1,526
Foreign currency translation adjustments		—		—		—			—			(446	)		(446	)
Comprehensive income		—		—		—			—						52,640
Non-cash stock-based compensation		—		—		1,576			—			—			1,576
Dividend payment		—		—		—			(28,384	)		—			(28,384	)
Balance at June 30, 2010 (unaudited)		100	$	—	$	596,508		$	152,959		$	(6,119	)	$	743,348
Balance at December 31, 2008		100	$	—	$	592,355		$	73,764		$	(14,057	)	$	652,062
Comprehensive income:
Net income		—		—		—			37,412			—			37,412
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $1,422		—		—		—			—			2,485			2,485
Foreign currency translation adjustments		—		—		—			—			1,267			1,267
Comprehensive income		—		—		—			—						41,164
Return of capital to GNC Corporation		—		—		(278	)		—			—			(278	)
Non-cash stock-based compensation		—		—		1,343			—			—			1,343
Dividend payment		—		—		—			—			—			—
Balance at June 30, 2009 (unaudited)		100	$	—	$	593,420		$	111,176		$	(10,305	)	$	694,291

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

~~The~~Consolidated Statements ~~accompanying notes are an integral part~~ of ~~the~~Cash ~~consolidated financial statements.~~ Flows

3 (unaudited)

~~Table~~(in ~~of Contents~~thousands)

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

	Nine months ended
	September 30, 2010		September 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	78,345	$	56,936

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	27,939		27,327
Amortization of intangible assets	5,914		7,308
Amortization of deferred financing fees	3,195		3,053
Amortization of original issue discount	304		277
Increase in provision for inventory losses	10,877		8,278
Non-cash stock-based compensation	2,376		2,062
Decrease in provision for losses on accounts receivable	(858)		(2,173)
Decrease (increase) in net deferred taxes	(1,381)		10,970

Changes in assets and liabilities:
Increase in receivables	(10,707)		(6,762)
Increase in inventory, net	(36,770)		(19,298)
Increase in franchise note receivables, net	(392)		(31)
Increase in accrued income taxes	11,525		8,928
Decrease in other assets	1,429		7,486
Increase (decrease) in accounts payable	3,398		(21,025)
Decrease in interest payable	(8,976)		(9,475)
Increase in accrued liabilities	11,336		3,987
Net cash provided by operating activities	97,554		77,848

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(20,969)		(20,448)
Franchise store conversions	67		231
Store acquisition costs	(345)		(1,791)
Net cash used in investing activities	(21,247)		(22,008)

CASH FLOWS FROM FINANCING ACTIVITIES:
Return of capital to Parent company	-		(278)
Dividend payment	(28,384)		(13,600)
Debt financing fees	-		(45)
Payments on long-term debt	(1,341)		(19,973)
Net cash used in financing activities	(29,725)		(33,896)

Effect of exchange rate on cash	33		308
Net increase in cash	46,615		22,252
Beginning balance, cash	75,089		42,307
Ending balance, cash	$	121,704	$	64,559

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Cash~~the consolidated ~~Flows~~financial statements.

~~(unaudited)~~4

~~(in~~GENERAL ~~thousands)~~NUTRITION CENTERS, INC. AND SUBSIDIARIES

	Six months ended
	June 30,			June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	51,560		$	37,412
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		18,821			18,059
Amortization of intangible assets		4,051			4,950
Amortization of deferred financing fees		2,124			2,026
Amortization of original issue discount		201			182
Increase in provision for inventory losses		5,943			5,779
Non-cash stock-based compensation		1,576			1,343
Decrease in provision for losses on accounts receivable		(662	)		(1,503	)
Decrease (increase) in net deferred taxes		—			82
Changes in assets and liabilities:
Decrease (increase) in receivables		2,043			(517	)
Increase in inventory, net		(31,556	)		(26,988	)
Increase in franchise note receivables, net		(30	)		(178	)
Increase in accrued income taxes		5,498			9,783
Decrease in other assets		152			5,187
Increase (decrease) in accounts payable		24,052			(4,754	)
Decrease in interest payable		(1,264	)		(1,786	)
Increase in accrued liabilities		4,045			7,265
Net cash provided by operating activities		86,554			56,342
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(13,675	)		(11,303	)
Franchise store conversions		65			158
Store acquisition costs		(240	)		(1,050	)
Net cash used in investing activities		(13,850	)		(12,195	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Return of capital to Parent company		—			(278	)
Dividend payment		(28,384	)		(45	)
Payments on long-term debt		(966	)		(19,623	)
Net cash used in financing activities		(29,350	)		(19,946	)
Effect of exchange rate on cash		72			67
Net increase in cash		43,426			24,268
Beginning balance, cash		75,089			42,307
Ending balance, cash	$	118,515		$	66,575

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~The~~NOTE ~~accompanying notes are an integral part of the consolidated financial statements~~1. NATURE OF BUSINESS

4General Nature of Business. General Nutrition Centers, Inc. (“GNC” or the “Company”), a Delaware corporation, is a leading specialty retailer of nutritional supplements, which include: vitamins, minerals and herbal supplements (“VMHS”), sports nutrition products, diet products and other wellness products.

~~Table~~The Company’s organizational structure is vertically integrated as the operations consist of purchasing ~~Contents~~raw materials, formulating and manufacturing products and selling the finished products through its retail, franchising and manufacturing/wholesale segments. The Company operates primarily in three business segments: Retail, Franchising, and Manufacturing/Wholesale. Corporate retail store operations are located in North America and Puerto Rico and in addition the Company offers products domestically through www.gnc.com. Franchise stores are physically located in the United States and 45 international countries. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names.

~~GENERAL~~The processing, ~~NUTRITION~~formulation, ~~CENTERS~~packaging, ~~INC~~labeling and advertising of the Company’s products are subject to regulation by one or more federal agencies, including the Food and Drug Administration (“FDA”), Federal Trade Commission (“FTC”), Consumer Product Safety Commission, United States Department of Agriculture and Environmental Protection Agency. ~~AND~~These ~~SUBSIDIARIES~~activities are also regulated by various agencies of the states and localities in which the Company’s products are sold.

~~NOTES~~Merger of TOthe ~~THE~~Company. ~~CONSOLIDATED~~On ~~FINANCIAL~~February 8, ~~STATEMENTS~~2007, GNC Parent Corporation entered into an Agreement and Plan of Merger with GNC Acquisition Inc. and its parent company, GNC Acquisition Holdings Inc. (~~UNAUDITED~~“Parent”), pursuant to which GNC Acquisition Inc. agreed to merge with and into GNC Parent Corporation, with GNC Parent Corporation as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Immediately following the Merger, GNC Parent Corporation was converted into a Delaware limited liability company and renamed GNC Parent LLC. The purchase equity contribution was made by Ares Corporate Opportunities Fund II, L.P. (“ACOF”) and Ontario Teachers’ Pension Plan Board (“OTPP”) (collectively, the “Sponsors”), together with additional institutional investors and certain management of the Company. The transaction closed on March 16, 2007 and was accounted for under the purchase method of accounting. The transaction occurred between unrelated parties and no common control existed. The Merger consideration (excluding acquisition costs of $13.7 million) totaled $1.65 billion, including the repayment of existing debt and other liabilities, and was funded with a combination of equity contributions and the issuance of new debt. The Merger agreement requires payments to former shareholders and option holders in lieu of income tax payments made for utilizing net operating losses created as a result of the Merger. No such payments were made during the nine months ended September 30, 2010 or September 30, 2009.

~~NOTE 1. NATURE OF BUSINESS~~ 5

~~General~~GENERAL ~~Nature~~NUTRITION ~~of Business. General Nutrition Centers~~CENTERS, ~~Inc~~ INC. ~~(“GNC” or the “Company”), a~~AND Delaware corporation, is a leading specialty retailer of nutritional supplements, which includes: vitamins, minerals and herbal supplements (“VMHS”), sports nutrition products, diet products and other wellness products. SUBSIDIARIES

~~The~~NOTES ~~Company’s~~TO ~~business~~THE isCONSOLIDATED ~~vertically~~FINANCIAL ~~integrated, as the operations consist of purchasing raw~~STATEMENTS materials, formulating and manufacturing products and selling the finished products through its retail, franchising and manufacturing/wholesale segments. The Company operates primarily in three business segments: Retail, Franchising, and Manufacturing/Wholesale. Corporate retail store operations are located in North America and Puerto Rico, and in addition the Company offers products domestically through www.gnc.com. Franchise stores are located in the United States and 50 countries. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names. (UNAUDITED)

~~The~~NOTE processing, formulation, packaging, labeling and advertising of the Company’s products are subject to regulation by one or more federal agencies, including the Food and Drug Administration (“FDA”), Federal Trade Commission (“FTC”), Consumer Product Safety Commission, United States Department of Agriculture and Environmental Protection Agency2. ~~These activities are also regulated~~ byBASIS ~~various~~OF ~~agencies~~PRESENTATION ofAND ~~the~~SUMMARY ~~states~~OF ~~and~~SIGNIFICANT ~~localities~~ACCOUNTING ~~in which the Company’s products are sold.~~ POLICIES

~~Merger of the Company. On February 8, 2007, GNC Parent Corporation entered into an Agreement~~The ~~and~~accompanying ~~Plan~~unaudited ofconsolidated ~~Merger~~financial ~~with~~statements ~~GNC Acquisition Inc.~~ and ~~its~~footnotes ~~parent company, GNC Acquisition Holdings Inc.~~have ~~(“Parent”),~~been ~~pursuant~~prepared toby ~~which~~the ~~GNC~~Company ~~Acquisition~~in ~~Inc.~~accordance ~~agreed to merge~~ with ~~and~~accounting ~~into~~principles ~~GNC Parent~~generally ~~Corporation,~~accepted ~~with~~in ~~GNC Parent Corporation as~~ the ~~surviving~~United ~~corporation~~States ~~and a wholly owned subsidiary~~ of ~~Parent~~America (~~the~~ “~~Merger”)~~U. ~~Immediately following the Merger, GNC Parent Corporation was converted into a Delaware limited liability company and renamed GNC Parent LLC~~S. ~~The purchase equity contribution was made by Ares Corporate Opportunities Fund II, L.P. (“Ares~~GAAP”) and ~~Ontario~~with ~~Teachers’~~the ~~Pension~~instructions ~~Plan~~to ~~Board~~Form 10-Q ~~(“OTPP”) (collectively, the “Sponsors”), together with additional institutional investors~~ and ~~certain~~Rule 10-01 ~~management~~ of ~~the~~Regulation ~~Company~~S-X. ~~The transaction closed on March 16~~ Accordingly, ~~2007~~they ~~and~~do ~~was accounted~~not ~~for~~include ~~under~~all ~~the purchase method~~ of ~~accounting. The transaction occurred between unrelated~~the ~~parties~~information and norelated ~~common~~footnotes ~~control~~that ~~existed.~~would ~~The~~normally ~~Merger~~be ~~consideration~~required ~~(excluding~~by ~~acquisition~~U.S. ~~costs~~GAAP offor ~~$13.7 million)~~complete ~~totaled~~financial $1reporting.~~65 billion,~~ These unaudited ~~including~~consolidated ~~the~~financial ~~repayment~~statements ofshould ~~existing~~be ~~debt~~read ~~and~~in ~~other liabilities,~~conjunction ~~and was funded~~ with the aCompany’s ~~combination~~audited ofconsolidated ~~equity~~financial ~~contributions~~statements ~~and~~in the ~~issuance~~Company’s ~~of new~~Annual ~~debt.~~Report ~~The~~on ~~Merger~~Form 10-K ~~agreement~~filed ~~requires payments to former shareholders and option holders in lieu of income tax payments made~~ for ~~utilizing~~the ~~net~~year ~~operating~~ended ~~losses~~December 31, ~~created~~2009 ~~as a result of~~ (the ~~Merger~~“Form 10-K”). The ~~No such~~Company’s ~~payments~~reporting ~~were~~period ~~made~~is ~~during~~based ~~the~~on ~~six~~a calendar ~~months ended June 30, 2010 or June 30, 2009~~year.

5The accounting policies of the Company are consistent with the policies disclosed in the Company’s audited financial statements for the year ended December 31, 2009. There have been no material changes to the application of critical accounting policies and significant judgments and estimates since December 31, 2009.

~~Table~~The accompanying unaudited consolidated financial statements include all adjustments (consisting of ~~Contents~~a normal and recurring nature) that management considers necessary for a fair statement of financial information for the interim periods. Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2010.

~~GENERAL~~Principles of ~~NUTRITION~~Consolidation. ~~CENTERS,~~The ~~INC.~~consolidated ~~AND~~financial ~~SUBSIDIARIES~~statements include the accounts ~~NOTES~~of TOthe ~~THE~~Company, ~~CONSOLIDATED~~all ~~FINANCIAL~~of ~~STATEMENTS~~its ~~(UNAUDITED)~~subsidiaries and a variable interest entity. All material intercompany transactions have been eliminated in consolidation.

~~NOTE~~The 2.Company has ~~BASIS~~no OFrelationships ~~PRESENTATION~~with ~~AND~~unconsolidated ~~SUMMARY~~entities OFor ~~SIGNIFICANT~~financial ~~ACCOUNTING~~partnerships, such ~~POLICIES~~as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off balance sheet arrangements, or other contractually narrow or limited purposes.

Use of Estimates. The ~~accompanying~~preparation ~~unaudited consolidated~~ of financial statements ~~and~~in ~~footnotes~~conformity ~~have~~with ~~been~~U.S. ~~prepared by~~GAAP ~~the~~requires ~~Company~~management into ~~accordance~~make estimates ~~with~~and ~~accounting~~assumptions. ~~principles~~Accordingly, ~~generally~~these ~~accepted~~estimates inand assumptions affect the ~~United~~reported ~~States~~amounts of ~~America~~ ~~(“U.S.~~assets ~~GAAP”)~~and liabilities and ~~with~~disclosure ~~the~~of ~~instructions~~contingent assets toand ~~Form~~liabilities ~~10-Q~~at ~~and~~the ~~Rule 10-01~~date of ~~Regulation S-X. Accordingly,~~the ~~they~~financial dostatements, ~~not~~and ~~include~~the reported ~~all~~amounts of ~~the~~revenues ~~information~~ and ~~related~~expenses ~~footnotes~~during ~~that~~the ~~would~~reporting ~~normally be~~period. Some ~~required~~of bythe ~~U.S.~~most ~~GAAP~~significant ~~for~~estimates pertaining ~~complete~~to ~~financial~~the ~~reporting.~~Company ~~These~~include ~~unaudited~~the ~~consolidated~~valuation ~~financial~~of inventories, the allowance ~~statements~~for ~~should~~doubtful beaccounts, ~~read~~income intax ~~conjunction~~valuation ~~with~~allowances and the ~~Company’s~~recoverability of ~~audited~~long-lived ~~consolidated~~assets. On ~~financial~~a regular ~~statements~~basis, inmanagement ~~the~~reviews ~~Company’s~~its ~~Annual~~estimates ~~Report~~utilizing oncurrently ~~Form~~available information, ~~10-K~~changes ~~filed~~in ~~for~~facts ~~the~~and ~~year~~circumstances, ~~ended~~historical ~~December 31,~~experience ~~2009~~and ~~(the~~reasonable ~~“Form 10-K”)~~assumptions. After ~~The~~such reviews ~~Company’s~~and ~~reporting~~if ~~period~~deemed isappropriate, ~~based~~those onestimates aare ~~calendar~~adjusted ~~year~~accordingly. Actual results could differ from those estimates.

Cash and Cash Equivalents. The ~~accounting~~Company ~~policies~~considers ofcash ~~the~~and ~~Company~~cash ~~are~~equivalents ~~consistent~~to include all cash and liquid deposits and investments with ~~the~~a ~~policies~~maturity ~~disclosed~~of inthree ~~the~~months or ~~Company’s~~less. The ~~audited~~majority ~~financial~~of ~~statements~~payments due from banks for ~~the~~third-party ~~year~~credit ~~ended~~cards ~~December 31~~process within 24-48 hours, ~~2009.~~except ~~There~~for transactions ~~have~~occurring ~~been~~on noa Friday, which are generally processed the following ~~significant~~Monday. ~~changes~~All tocredit card transactions are classified as cash, and the amounts due from these ~~policies~~transactions ~~since~~totaled $2.1 million at both September 30, 2010 and December 31, 2009.

~~The~~Book overdrafts ~~accompanying~~of ~~unaudited~~$9.8 ~~consolidated~~million ~~financial~~and ~~statements~~$0.7 ~~include~~million ~~all~~as ~~adjustments (consisting~~ of aSeptember 30, ~~normal~~2010 and ~~recurring~~December 31, 2009, ~~nature)~~respectively, represent checks issued that ~~management~~had ~~considers~~not ~~necessary~~been presented for payment ato ~~fair statement~~the ofbanks ~~financial~~and ~~information~~are ~~for~~classified as accounts payable in the ~~interim~~Company’s consolidated ~~periods~~balance sheet. The ~~Interim~~Company typically ~~results~~funds ~~are~~these ~~not~~overdrafts ~~necessarily~~through normal collections of funds or ~~indicative~~transfers from bank balances at other financial institutions. Under the terms of the ~~results~~Company’s ~~that~~facilities with ~~may~~its bebanks, ~~expected~~the ~~for~~respective financial institutions are not obligated to honor the ~~remainder~~book overdraft balances as of ~~the~~September 30, ~~year~~2010 ~~ending~~and December 31, ~~2010~~2009, or any balance on any given date.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company, all of its subsidiaries and a variable interest entity. All material intercompany transactions have been eliminated in consolidation. 6

~~The~~GENERAL ~~Company~~NUTRITION ~~has no relationships with unconsolidated entities or financial partnerships~~CENTERS, INC. ~~such~~AND as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off balance sheet arrangements, or other contractually narrow or limited purposes. SUBSIDIARIES

~~Use~~NOTES ofTO ~~Estimates.~~THE ~~The~~CONSOLIDATED ~~preparation~~FINANCIAL ~~of financial statements in conformity with U.S.~~STATEMENTS GAAP principles requires management to make estimates and assumptions. Accordingly, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the most significant estimates pertaining to the Company include the valuation of inventories, the allowance for doubtful accounts, income tax valuation allowances and the recoverability of long-lived assets. On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. (UNAUDITED)

~~Cash~~Financial Instruments and ~~Cash~~Derivatives. As ~~Equivalents~~part of the Company’s financial risk management program, it uses certain derivative financial instruments. The Company does not enter into derivative transactions for speculative purposes and holds no derivative instruments for trading purposes. The Company ~~considers~~uses ~~cash~~derivative financial instruments to reduce its exposure to market risk for changes in interest rates primarily in respect to its long term debt obligations. The Company tries to manage its interest rate risk in order to balance its exposure to both fixed and floating rates while minimizing its borrowing costs. Floating-to-fixed interest rate swap agreements, designated as cash ~~equivalents~~flow hedges of interest rate risk, are entered into from time to ~~include~~time to hedge the Company’s exposure to ~~all~~interest ~~cash~~rate ~~and~~changes ~~liquid~~on ~~deposits~~a ~~and~~portion ~~investments~~of ~~with~~the Company’s floating rate debt. These interest rate swap agreements convert a ~~maturity~~portion of ~~three~~its ~~months~~floating orrate ~~less~~debt to fixed rate debt. ~~The~~Interest ~~majority~~rate floors designated as cash flow hedges involve the receipt of ~~payments~~variable-rate ~~due~~amounts from ~~banks~~a ~~for~~counterparty ~~third-party~~if ~~credit~~interest ~~cards~~rates ~~process~~fall below ~~within~~the ~~24-48~~strike ~~hours,~~rate ~~except~~on the contract in exchange for an upfront premium. The Company ~~transactions~~records ~~occurring~~the onfair value of these contracts as an asset or a ~~Friday~~liability, ~~which~~as applicable, ~~are~~in ~~generally~~the ~~processed~~balance sheet. The effective portions of changes in the ~~following~~fair ~~Monday.~~value ~~All~~of ~~credit card~~derivatives ~~transactions~~designated ~~are~~and that ~~classified~~qualify as cash, ~~and~~flow ~~the~~hedges ~~amounts~~are ~~due~~recorded ~~from~~in ~~these~~accumulated ~~transactions~~other comprehensive ~~totaled~~income, $2net of tax.1 The ~~million~~ineffective atportions, ~~both~~if ~~June~~any, are recorded in interest expense in the current period. As of September 30, 2010, ~~and~~the ~~December 31,~~Company ~~2009.~~has not recorded any hedge ineffectiveness in earnings related to its cash flow hedges.

~~Book~~Derivatives designated ~~overdrafts of $4.9 million and $0.7 million~~ as ofhedging ~~June 30,~~instruments ~~2010~~have ~~and December 31, 2009, respectively, represent checks issued that had not~~ been ~~presented~~recorded ~~for payment to the banks and are classified as accounts payable~~ in the ~~Company’s~~ consolidated balance sheet. ~~The Company typically funds these overdrafts through normal collections of funds or transfers from bank balances~~ at ~~other financial~~fair ~~institutions.~~value ~~Under the terms of the Company’s facilities with its banks, the respective financial institutions are not obligated to honor the book overdraft balances~~ as ~~of June 30, 2010 and December 31, 2009, or any balance on any given date.~~ follows:

		Fair Value
	Balance Sheet Location	September 30, 2010		December 31, 2009
		(unaudited)
		(in thousands)
Interest Rate Products	Other current liabilities	$	(7,232)	$	-
Interest Rate Products	Other long-term liabilities	$	(3,691)	$	(14,679)

~~Table~~The Company has interest rate swap agreements outstanding that effectively convert an aggregate $550.0 million of ~~Contents~~debt from floating to fixed interest rates. One of these agreements includes an embedded derivative contract with a purchased interest rate floor that effectively converts $150.0 million of the Senior Toggle Notes from a floating to a fixed rate. The floor is intended to replicate the optionality present in the original debt agreement, providing an equivalent offset in the interest payments. The Company did not enter into any new swap agreements during the first nine months of 2010. Each of the four outstanding agreements matures between April 2011 and September 2012.

~~GENERAL~~Amounts reported ~~NUTRITION~~in ~~CENTERS,~~accumulated ~~INC~~other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. ~~AND~~During ~~SUBSIDIARIES~~the next twelve months, the Company ~~NOTES~~estimates TOthat ~~THE~~an ~~CONSOLIDATED~~additional ~~FINANCIAL~~$9.6 ~~STATEMENTS~~million ~~(UNAUDITED)~~will be reclassified as an increase to interest expense.

Financial Instruments and Derivatives. As part of the Company’s financial risk management program, it uses certain derivative financial instruments. The Company does not enter into derivative transactions for speculative purposes and holds no derivative instruments for trading purposes. The Company uses derivative financial instruments to reduce its exposure to market risk for changes in interest rates primarily in respect to its long term debt obligations. The Company tries to manage its interest rate risk in order to balance its exposure to both fixed and floating rates while minimizing its borrowing costs. Floating-to-fixed interest rate swap agreements, designated as cash flow hedges of interest rate risk, are entered into from time to time to hedge the Company’s exposure to interest rate changes on a portion of the Company’s floating rate debt. These interest rate swap agreements convert a portion of its floating rate debt to fixed rate debt. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium. The Company records the fair value of these contracts as an asset or a liability, as applicable, in the balance sheet. The effective portions of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income, net of tax. The ineffective portions, if any, are recorded in interest expense in the current period. As of June 30, 2010, the Company has not recorded any hedge ineffectiveness in earnings related to its cash flow hedges. 7

~~Derivatives~~GENERAL ~~designated~~NUTRITION asCENTERS, INC. ~~hedging instruments have been recorded in the consolidated balance~~AND ~~sheet at fair value as follows:~~ SUBSIDIARIES

	Balance Sheet Location	June 30, 2010			December 31, 2009
		(unaudited)
		(in thousands)
Interest Rate Products	Deferred revenue and other current liabilities	$	(5,780	)	$	—
Interest Rate Products	Other long-term liabilities	$	(6,499	)	$	(14,679	)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~The~~Components ~~Company has interest rate swap agreements outstanding that effectively convert an aggregate $550.0 million~~ of ~~debt~~gains ~~from~~and ~~floating to fixed interest rates. One of these agreements~~losses ~~includes~~for ~~an embedded derivative contract with a purchased interest rate floor that effectively converts $150.0 million of~~ the ~~Senior~~three ~~Toggle~~months ~~Notes~~ended ~~from a floating to a fixed rate. The floor is intended to replicate the optionality present in the original debt agreement~~September 30, ~~providing an equivalent offset in the interest payments. The Company did not enter into any new swap agreements during the first six months of~~ 2010. ~~Each~~and of2009 ~~the~~are ~~four~~as ~~outstanding agreements matures between April 2011 and September 2012.~~ follows:

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $10.5 million will be reclassified as an increase to interest expense.

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	(unaudited) (in thousands)

2010

Interest Rate Products	$	(1,988)	Interest income (expense)	$	(3,344)

2009

Interest Rate Products	$	(5,219)	Interest income (expense)	$	(3,381)

7Components of gains and losses for the nine months ended September 30, 2010 and 2009 are as follows:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	(unaudited) (in thousands)

2010

Interest Rate Products	$	(7,262)	Interest income (expense)	$	(11,018)

2009

Interest Rate Products	$	(6,307)	Interest income (expense)	$	(8,376)

~~GENERAL~~Under ~~NUTRITION~~the ~~CENTERS~~Company’s agreements with its derivative counterparty, ~~INC.~~if ~~AND~~the Company ~~SUBSIDIARIES~~defaults on any of its indebtedness, including default where ~~NOTES~~repayment of TOthe ~~THE~~indebtedness ~~CONSOLIDATED~~has ~~FINANCIAL~~not ~~STATEMENTS~~been ~~(UNAUDITED)~~accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

~~Components~~As of ~~gains~~September 30, 2010, ~~and~~the ~~losses~~settlement ~~for~~value ~~the~~of ~~three~~derivatives ~~months~~in ~~ended~~a ~~June 30~~net liability position related to these agreements was $13.5 million, ~~2010~~including ~~and~~accrued ~~2009~~interest ~~are~~of as$2.2 ~~follows:~~ million but excluding adjustments for nonperformance risk.

	Amount of Gain or			Location of Gain or (Loss)	Amount of Gain or (Loss)
Derivatives in Cash	(Loss) Recognized in			Reclassified from	Reclassified from
Flow Hedging	OCI on Derivative			Accumulated OCI into	Accumulated OCI into
Relationships	(Effective Portion)			Income (Effective Portion)	Income (Effective Portion)
	(unaudited)
	(in thousands)
2010
Interest Rate Products	$	(1,616	)	Interest income (expense)	$	(3,577	)
2009
Interest Rate Products	$	409		Interest income (expense)	$	(2,650	)

~~Components~~GENERAL ofNUTRITION ~~gains and losses for the six months ended June 30~~CENTERS, INC. ~~2010 and 2009 are as follows:~~AND SUBSIDIARIES

	Amount of Gain or			Location of Gain or (Loss)	Amount of Gain or (Loss)
Derivatives in Cash	(Loss) Recognized in			Reclassified from	Reclassified from
Flow Hedging	OCI on Derivative			Accumulated OCI into	Accumulated OCI into
Relationships	(Effective Portion)			Income (Effective Portion)	Income (Effective Portion)
	(unaudited)
	(in thousands)
2010
Interest Rate Products	$	(5,275	)	Interest income (expense)	$	(7,675	)
2009
Interest Rate Products	$	(1,796	)	Interest income (expense)	$	(5,703	)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Under~~Recently ~~the~~Issued ~~Company’s~~Accounting agreements with its derivative counterparty, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. Pronouncements

As of ~~June~~September 30, 2010, ~~the~~there ~~fair~~were ~~value~~no ofdevelopments related ~~derivatives~~to inrecently aissued ~~net~~accounting ~~liability~~standards, ~~position~~including ~~related~~the toexpected dates ~~these~~of ~~agreements~~adoption ~~was~~and ~~$15.6 million~~estimated effects on the Company’s consolidated financial statements, ~~including~~in ~~accrued~~addition ~~interest~~to ofthose ~~$2.8 million~~disclosed ~~but~~in ~~excluding adjustments~~the Company’s Annual Report on Form 10-K for ~~nonperformance~~the ~~risk~~year ended December 31, 2009.

~~Recently~~NOTE ~~Issued Accounting Pronouncements~~3. INVENTORIES, NET

AsInventories ofat ~~June 30,~~each ~~2010,~~respective ~~there were no developments related to recently issued accounting~~period ~~standards,~~consisted ~~including the expected dates~~ of ~~adoption and estimated effects on~~ the ~~Company’s consolidated financial statements, in addition to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.~~ following:

	September 30, 2010
					Net Carrying
	Gross cost		Reserves (a)		Value
			(unaudited)
			(in thousands)
Finished product ready for sale	$	331,179	$	(8,293)	$	322,886
Work-in-process, bulk product and raw materials	68,827		(1,471)		67,356
Packaging supplies	6,546		-		6,546
	$	406,552	$	(9,764)	$	396,788


	December 31, 2009
					Net Carrying
	Gross cost		Reserves (a)		Value
			(in thousands)
Finished product ready for sale	$	319,688	$	(8,266)	$	311,422
Work-in-process, bulk product and raw materials	54,803		(1,288)		53,515
Packaging supplies	5,555		-		5,555
	$	380,046	$	(9,554)	$	370,492

~~Table~~(a) Reserves primarily consist of ~~Contents~~amounts recorded for obsolescence.

~~GENERAL~~NOTE ~~NUTRITION CENTERS, INC~~4. GOODWILL AND ~~SUBSIDIARIES NOTES~~INTANGIBLE TOASSETS, ~~THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ NET

~~NOTE~~Goodwill represents 3the excess of purchase price over the fair value of identifiable net assets of acquired entities. In accordance ~~INVENTORIES~~with the standard on intangibles and goodwill, ~~NET~~goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Other intangible assets with finite lives are amortized on a straight-line or declining balance basis over periods not exceeding 35 years.

~~Inventories~~For atthe ~~each~~nine months ~~respective~~ended ~~period~~September 30, ~~consisted~~2010, the Company acquired 17 franchise stores. These acquisitions were accounted for utilizing the acquisition method of accounting and the ~~following:~~Company recorded the acquired inventory, fixed assets, franchise rights and goodwill, with an applicable reduction to receivables and cash. The total purchase price associated with these acquisitions was $1.4 million, of which $0.3 million was paid in cash.

	June 30, 2010
						Net Carrying
	Gross cost		Reserves (a)			Value
			(unaudited)
			(in thousands)
Finished product ready for sale	$	329,310	$	(7,253	)	$	322,057
Work-in-process, bulk product and raw materials		68,612		(1,439	)		67,173
Packaging supplies		6,439		—			6,439
	$	404,361	$	(8,692	)	$	395,669

	December 31, 2009
						Net Carrying
	Gross cost		Reserves (a)			Value
			(in thousands)
Finished product ready for sale	$	319,688	$	(8,266	)	$	311,422
Work-in-process, bulk product and raw materials		54,803		(1,288	)		53,515
Packaging supplies		5,555		—			5,555
	$	380,046	$	(9,554	)	$	370,492

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

~~(a)~~NOTES ~~Reserves~~TO ~~primarily~~THE ~~consist~~CONSOLIDATED ofFINANCIAL ~~amounts recorded for valuation and obsolescence.~~STATEMENTS (UNAUDITED)

~~NOTE~~The 4.following table ~~GOODWILL~~summarizes ~~AND~~the ~~INTANGIBLE~~Company’s ~~ASSETS~~goodwill activity from December 31, ~~NET~~2009 to September 30, 2010:

Goodwill represents the excess of purchase price over the fair value of identifiable net assets of acquired entities. In accordance with the standard on intangibles and goodwill, goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Other intangible assets with finite lives are amortized on a straight-line or declining balance basis over periods not exceeding 35 years.

	Retail		Franchising		Manufacturing/ Wholesale		Total
			(in thousands)
Balance at December 31, 2009	$	304,609	$	117,303	$	202,841	$	624,753
Acquired franchise stores	167		-		-		167
Balance at September 30, 2010 (unaudited)	$	304,776	$	117,303	$	202,841	$	624,920

~~For~~The ~~the six months ended June 30, 2010, the Company acquired 13 franchise stores. These~~following ~~acquisitions~~table ~~were~~summarizes ~~accounted for utilizing~~ the ~~acquisition method of accounting and the~~ Company ~~recorded~~’s ~~the~~intangible ~~acquired~~asset ~~inventory,~~activity ~~fixed~~from ~~assets~~December 31, ~~franchise rights and goodwill, with an applicable~~ ~~reduction~~2009 to ~~receivables and cash. The total purchase price associated with these acquisitions was $1.1~~September ~~million~~30, ~~of which $0.2 million was paid in cash.~~ 2010:

The following table summarizes the Company’s goodwill activity from December 31, 2009 to June 30, 2010:

			Retail		Franchise		Operating		Franchise
	Gold Card		Brand		Brand		Agreements		Rights		Total
	(in thousands)
Balance at December 31, 2009	$	375	$	500,000	$	220,000	$	153,076	$	919	$	874,370
Acquired franchise stores	-		-		-		-		417		417
Amortization expense	(375)		-		-		(5,140)		(399)		(5,914)
Balance at September 30, 2010 (unaudited)	$	-	$	500,000	$	220,000	$	147,936	$	937	$	868,873

					Manufacturing/
	Retail		Franchising		Wholesale		Total
			(in thousands)
Balance at December 31, 2009	$	304,609	$	117,303	$	202,841	$	624,753
Acquired franchise stores		157		—		—		157
Balance at June 30, 2010 (unaudited)	$	304,766	$	117,303	$	202,841	$	624,910

The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:

	Estimated	September 30, 2010						December 31, 2009
	Life			Accumulated		Carrying				Accumulated		Carrying
	in years	Cost		Amortization		Amount		Cost		Amortization		Amount

				(unaudited)
						(in thousands)
Brands - retail	-	$	500,000	$	-	$	500,000	$	500,000	$	-	$	500,000
Brands - franchise	-	220,000		-		220,000		220,000		-		220,000
Gold card - retail	3	3,500		(3,500)		-		3,500		(3,354)		146
Gold card - franchise	3	5,500		(5,500)		-		5,500		(5,271)		229
Retail agreements	25-35	31,000		(3,880)		27,120		31,000		(3,090)		27,910
Franchise agreements	25	70,000		(9,917)		60,083		70,000		(7,817)		62,183
Manufacturing agreements	25	70,000		(9,917)		60,083		70,000		(7,817)		62,183
Other intangibles	5	1,150		(500)		650		1,150		(350)		800
Franchise rights	1-5	3,478		(2,541)		937		3,061		(2,142)		919
		$	904,628	$	(35,755)	$	868,873	$	904,211	$	(29,841)	$	874,370

~~Table of Contents~~10

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES ~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~The~~NOTES ~~following~~TO ~~table summarizes the Company’s intangible asset activity from December 31,~~THE ~~2009~~CONSOLIDATED toFINANCIAL ~~June 30,~~STATEMENTS ~~2010:~~ (UNAUDITED)

				Retail		Franchise		Operating			Franchise
	Gold Card			Brand		Brand		Agreements			Rights			Total
						(in thousands)
Balance at December 31, 2009	$	375		$	500,000	$	220,000	$	153,076		$	919		$	874,370
Acquired franchise stores		—			—		—		—			288			288
Amortization expense		(375	)		—		—		(3,426	)		(250	)		(4,051	)
Balance at June 30, 2010 (unaudited)	$	—		$	500,000	$	220,000	$	149,650		$	957		$	870,607

The following table represents future estimated amortization expense of other intangible assets, net, with definite lives at September 30, 2010:

The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:

	Estimated
	amortization
Years ending December 31,	expense
	(unaudited)
	(in thousands)
2010	1,846
2011	7,266
2012	7,081
2013	6,973
2014	6,690
Thereafter	119,017
Total	$	148,873

	Estimated		June 30, 2010							December 31, 2009
	Life				Accumulated			Carrying				Accumulated			Carrying
	in years		Cost		Amortization			Amount		Cost		Amortization			Amount
					(unaudited)
								(in thousands)
Brands — retail		—	$	500,000	$	—		$	500,000	$	500,000	$	—		$	500,000
Brands — franchise		—		220,000		—			220,000		220,000		—			220,000
Gold card — retail		3		3,500		(3,500	)		—		3,500		(3,354	)		146
Gold card — franchise		3		5,500		(5,500	)		—		5,500		(5,271	)		229
Retail agreements		25-35		31,000		(3,616	)		27,384		31,000		(3,090	)		27,910
Franchise agreements		25		70,000		(9,217	)		60,783		70,000		(7,817	)		62,183
Manufacturing agreements		25		70,000		(9,217	)		60,783		70,000		(7,817	)		62,183
Other intangibles		5		1,150		(450	)		700		1,150		(350	)		800
Franchise rights		1-5		3,349		(2,392	)		957		3,061		(2,142	)		919
			$	904,499	$	(33,892	)	$	870,607	$	904,211	$	(29,841	)	$	874,370

NOTE 5. LONG-TERM DEBT / INTEREST EXPENSE

~~The~~Long-term ~~following~~debt ~~table~~at ~~represents~~each ~~future~~respective ~~estimated~~period ~~amortization~~consisted ~~expense~~ of ~~other~~the ~~intangible assets, net, with definite lives at June 30, 2010~~following:

	Estimated
	September 30,			December 31,
	amortization
	2010			2009
Years ending December 31,	expense
	(unaudited)
	(unaudited)
	(in thousands)
	(in thousands)
2007 Senior Credit Facility	$	644,382		$	644,619
2010		3,692
Senior Toggle Notes	298,264			297,959
2011		7,208
10.75% Senior Subordinated Notes	110,000			110,000
2012		7,048
Mortgage	6,089			7,184
2013		6,953
Capital leases	38			47
2014		6,696
Less: current maturities	(1,565		)	(1,724		)
Thereafter		119,010
Total	$	1,057,208		$	1,058,085
Total	$	150,607

10The Company’s net interest expense for each respective period is as follows:

	Three months ended					Nine months ended
	September 30,			September 30,		September 30,			September 30,
	2010			2009		2010			2009
	(unaudited)
	(in thousands)

2007 Senior Credit Facility
Term Loan	$	7,241		$	7,823	$	22,024		$	24,971
Revolver	111			113		335			378
Senior Toggle Notes	4,874			4,716		14,583			15,050
10.75% Senior Subordinated Notes	2,957			2,956		8,869			8,868
Deferred financing fees	1,071			1,026		3,195			3,053
Mortgage	110			135		341			423
OID amortization	103			95		304			277
Interest expense (income) - other	(127		)	10		(365		)	(3			)
Interest expense, net	$	16,340		$	16,874	$	49,286		$		53,017

~~GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ 11

~~NOTE~~GENERAL NUTRITION 5CENTERS, INC. ~~LONG-TERM~~AND ~~DEBT / INTEREST EXPENSE~~ SUBSIDIARIES

~~Long-term~~NOTES ~~debt~~TO atTHE CONSOLIDATED ~~each~~FINANCIAL ~~respective~~STATEMENTS ~~period consisted of the following:~~(UNAUDITED)

	June 30,			December 31,
	2010			2009
	(unaudited)
	(in thousands)
2007 Senior Credit Facility	$	644,382		$	644,619
Senior Toggle Notes		298,160			297,959
10.75% Senior Subordinated Notes		110,000			110,000
Mortgage		6,461			7,184
Capital leases		41			47
Less: current maturities		(1,539	)		(1,724	)
Total	$	1,057,505		$	1,058,085

Accrued interest at each respective period consisted of the following:

The Company’s net interest expense for each respective period is as follows:

	September 30,		December 31,
	2010		2009

	(unaudited)

	(in thousands)

2007 Senior Credit Facility	$	4,189	$	5,350
Senior Toggle Notes	862		5,720
10.75% Senior Subordinated Notes	525		3,482
Total	$	5,576	$	14,552

	Three months ended						Six months ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
				(unaudited)
				(in thousands)
2007 Senior Credit Facility
Term Loan	$	7,228		$	7,943		$	14,783		$	17,148
Revolver		112			129			224			265
Senior Toggle Notes		4,853			4,803			9,709			10,334
10.75% Senior Subordinated Notes		2,956			2,956			5,912			5,912
Deferred financing fees		1,068			1,025			2,124			2,026
Mortgage		116			141			231			288
OID amortization		102			93			201			182
Interest income-other		(118	)		(9	)		(238	)		(12	)
Interest expense, net	$	16,317		$	17,081		$	32,946		$	36,143

Interest on the 2007 Senior Credit Facility and the Senior Toggle Notes is based on variable rates. At both September 30, 2010 and December 31, 2009 the interest rate for the 2007 Senior Credit Facility was 2.5%. At September 30, 2010 and December 31, 2009 the interest rate for the Senior Toggle Notes was 5.8%.

~~Accrued~~NOTE 6. FINANCIAL ~~interest at each respective period consisted of the following:~~INSTRUMENTS

	June 30,		December 31,
	2010		2009
	(unaudited)
	(in thousands)
2007 Senior Credit Facility	$	4,082	$	5,350
Senior Toggle Notes		5,725		5,720
10.75% Senior Subordinated Notes		3,482		3,482
Total	$	13,289	$	14,552

At September 30, 2010 and December 31, 2009, the Company’s financial instruments consisted of cash and cash equivalents, receivables, franchise notes receivable, accounts payable, certain accrued liabilities and long-term debt. The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. Based on current interest rates and their underlying risk, the carrying value of the franchise notes receivable approximate their fair value. These fair values are reflected net of reserves, which are recognized according to Company policy. The Company determined the estimated fair values of its debt by using currently available market information and estimates and assumptions where appropriate. Accordingly, as considerable judgment is required to determine these estimates, changes in the assumptions or methodologies may have an effect on these estimates. The actual and estimated fair values of the Company’s financial instruments are as follows:

	September 30,				December 31,
	2010				2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value

	(unaudited)
	(in thousands)
Cash and cash equivalents	$	121,704	$	121,704	$	75,089	$	75,089
Receivables	105,781		105,781		94,355		94,355
Franchise notes receivable	3,624		3,624		3,364		3,364
Accounts payable	99,380		99,380		95,904		95,904
Long term debt (including current portion)	1,058,773		1,003,307		1,059,809		977,718

~~Table of Contents~~12

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES ~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Interest~~NOTES onTO ~~the 2007 Senior Credit Facility and the Senior Toggle Notes is based on~~THE ~~variable~~CONSOLIDATED ~~rates.~~FINANCIAL AtSTATEMENTS June 30, 2010 and December 31, 2009 the interest rate for the 2007 Senior Credit Facility was 2.6% and 2.5%, respectively. At June 30, 2010 and December 31, 2009 the interest rate for the Senior Toggle Notes was 5.8%.(UNAUDITED)

NOTE 67. COMMITMENTS ~~FINANCIAL~~AND ~~INSTRUMENTS~~ CONTINGENCIES

At June 30, 2010 and December 31, 2009, the Company’s financial instruments consisted of cash and cash equivalents, receivables, franchise notes receivable, accounts payable, certain accrued liabilities and long-term debt. The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. Based on current interest rates and their underlying risk, the carrying value of the franchise notes receivable approximate their fair value. These fair values are reflected net of reserves, which are recognized according to Company policy. The Company determined the estimated fair values of its debt by using currently available market information and estimates and assumptions where appropriate. Accordingly, as considerable judgment is required to determine these estimates, changes in the assumptions or methodologies may have an effect on these estimates. The actual and estimated fair values of the Company’s financial instruments are as follows:Litigation

	June 30,				December 31,
	2010				2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(unaudited)
	(in thousands)
Cash and cash equivalents	$	118,515	$	118,515	$	75,089	$	75,089
Receivables		92,862		92,862		94,355		94,355
Franchise notes receivable		3,260		3,260		3,364		3,364
Accounts payable		119,893		119,893		95,904		95,904
Long term debt (including current portion)		1,059,044		978,768		1,059,809		977,718

The Company is engaged in various legal actions, claims and proceedings arising in the normal course of business, including claims related to breach of contracts, product liabilities, intellectual property matters and employment-related matters resulting from the Company’s business activities. As with many actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. The Company continues to assess the requirement to account for additional contingencies in accordance with the standard on contingencies. An adverse outcome in these matters could have a material impact on the Company’s financial condition and operating results.

12As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse impact on its business or financial condition. The Company currently maintains product liability insurance with a deductible/retention of $3.0 million per claim with an aggregate cap on retained loss of $10.0 million. The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such parties’ insurance policies. The Company is also entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra or Kava Kava sold prior to December 5, 2003. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. The Company may incur material products liability claims, which could increase its costs and adversely affect its reputation, revenues and operating income.

~~Table~~Hydroxycut Claims. On May 1, 2009, the FDA issued a warning on several Hydroxycut-branded products manufactured by Iovate Health Sciences U.S.A., Inc. (“Iovate”). The FDA warning was based on 23 reports of ~~Contents~~liver injuries from consumers who claimed to have used the products between 2002 and 2009. As a result, Iovate voluntarily recalled 14 Hydroxycut-branded products. As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, following the recall, GNC was named, among other defendants, in several lawsuits related to Hydroxycut (note that prior to May 1, 2009, GNC was a co-defendant in one Hydroxycut case (see the “Ciavarra Claim” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)). Iovate previously accepted GNC’s tender request for defense and indemnification under its purchasing agreement with GNC and, as such, Iovate has accepted GNC’s request for defense and indemnification in the new Hydroxycut matters. GNC’s ability to obtain full recovery in respect of any claims against GNC in connection with products manufactured by Iovate under the indemnity is dependent on Iovate’s insurance coverage, the creditworthiness of its insurer, and the absence of significant defenses by such insurer. To the extent GNC is not fully compensated by Iovate’s insurer, it can seek recovery directly from Iovate. GNC’s ability to fully recover such amounts may be limited by the creditworthiness of Iovate.

~~GENERAL~~As ~~NUTRITION~~of ~~CENTERS~~October 21, ~~INC~~2010, GNC has been named in approximately 43 personal injury actions in 13 states claiming injuries from use and consumption of Hydroxycut-branded products. During ~~AND~~the ~~SUBSIDIARIES~~third quarter of 2010, 6 such ~~NOTES~~personal TOinjury ~~THE~~actions ~~CONSOLIDATED~~naming ~~FINANCIAL~~GNC ~~STATEMENTS~~were filed. In addition, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, GNC has been named in six active putative class actions that generally include claims of consumer fraud, misrepresentation, strict liability, and breach of warranty related to Hydroxycut-branded products. By court order dated October 6, 2009, the United States Judicial Panel on Multidistrict Litigation consolidated pretrial proceedings of many of the pending actions (~~UNAUDITED~~including the GNC class actions). Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

~~NOTE 7~~Pro-Hormone/Androstenedione Cases. ~~COMMITMENTS~~As ~~AND~~described ~~CONTINGENCIES~~in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the Company is currently defending six lawsuits relating to the sale by GNC of certain nutritional products alleged to contain the ingredients commonly known as Androstenedione, Androstenediol, Norandrostenedione, and Norandrostenediol (collectively, “Andro Products”). In each of the six

~~Litigation~~ 13

~~The Company is engaged in various legal actions, claims and proceedings arising in the normal~~GENERAL ~~course~~NUTRITION ~~of business~~CENTERS, ~~including claims related to breach of contracts, product liabilities, intellectual property matters and employment-related matters resulting from the Company’s business activities~~ INC. AsAND with many actions such as these, an estimation of any possible and/or ultimate liability cannot always be determined. The Company continues to assess the requirement to account for additional contingencies in accordance with the standard on contingencies. An adverse outcome in these matters could have a material impact on the Company’s financial condition and operating results. SUBSIDIARIES

AsNOTES aTO ~~manufacturer and retailer of nutritional supplements and other consumer products that are~~THE ~~ingested~~CONSOLIDATED byFINANCIAL ~~consumers~~STATEMENTS or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse impact on its business or financial condition. The Company currently maintains product liability insurance with a deductible/retention of $3.0 million per claim with an aggregate cap on retained loss of $10.0 million. The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such parties’ insurance policies. The Company is also entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra or Kava Kava sold prior to December 5, 2003. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. The Company may incur material products liability claims, which could increase its costs and adversely affect its reputation, revenues and operating income. (UNAUDITED)

~~Hydroxycut~~cases, ~~Claims.~~plaintiffs ~~On May 1~~sought, ~~2009,~~or ~~the~~are ~~FDA~~seeking, ~~issued~~to certify a ~~warning~~class onand ~~several~~obtain ~~Hydroxycut-branded products~~damages ~~manufactured by Iovate Health Sciences U.S.A., Inc. (“Iovate”). The FDA warning was based~~ on 23behalf ~~reports~~ of ~~liver injuries from consumers who claimed to have used~~ the ~~products~~class ~~between~~representatives ~~2002~~ and ~~2009.~~all ~~As a result, Iovate voluntarily recalled 14 Hydroxycut~~those similarly-~~branded~~situated ~~products.~~who Aspurchased ~~described~~from in the Company’s ~~Annual~~certain ~~Report on Form 10-K for the year ended December 31, 2009, following the~~nutritional ~~recall,~~supplements ~~GNC~~alleged ~~was named, among other defendants, in several lawsuits related~~ to ~~Hydroxycut~~contain ~~(note that prior to May 1, 2009, GNC was a co-defendant in~~ one ~~Hydroxycut~~or ~~case~~more ~~(see~~Andro ~~the “Ciavarra Claim” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009))~~Products. Any ~~Iovate~~liabilities ~~previously~~that ~~accepted~~may ~~GNC’s~~arise ~~tender~~from ~~request~~these ~~for defense and indemnification under its purchasing agreement with GNC and, as such, Iovate has accepted GNC’s request for defense and indemnification in the new Hydroxycut~~ matters~~. GNC’s ability to obtain full recovery in respect of~~ ~~any~~are claims against GNC in connection with products manufactured by Iovate under the indemnity is dependent on Iovate’s insurance coverage, the creditworthiness of its insurer, and the absence of significant defenses by such insurer. To the extent GNC is not ~~fully~~probable ~~compensated~~or byreasonably ~~Iovate’s insurer,~~estimable itat ~~can~~this ~~seek recovery directly from Iovate~~time. ~~GNC’s ability to fully recover such amounts may be limited by the creditworthiness of Iovate.~~

~~As of~~California ~~July 31,~~Wage ~~2010,~~and ~~GNC~~Break ~~has~~Claim. As ~~been~~described ~~named~~ in ~~approximately~~the Company’s 40Annual ~~personal~~Report ~~injury~~on ~~actions~~Form 10-K infor the year ended December 31, 132009, ~~states~~on ~~claiming~~November 4, ~~injuries~~2008, ~~from~~98 ~~use~~plaintiffs ~~and~~filed ~~consumption~~individual ofclaims ~~Hydroxycut-branded~~against the ~~products~~Company. ~~During~~ Each of the ~~second~~plaintiffs ~~quarter~~had previously ofbeen ~~2010,~~a 15member ~~such~~of ~~personal~~a ~~injury~~purported ~~actions~~class ~~naming~~in ~~GNC~~a ~~were~~lawsuit filed. Inagainst the ~~addition,~~Company ~~as described~~ in ~~the~~2007 ~~Company’s~~and ~~Annual~~resolved ~~Report~~in onSeptember 2009. The ~~Form~~plaintiffs ~~10-K~~allege ~~for~~that ~~the~~they ~~year~~were ~~ended December 31,~~not ~~2009,~~provided ~~GNC~~all ~~has~~of ~~been~~the ~~named~~rest inand ~~six~~meal ~~active~~periods ~~putative~~to ~~class~~which ~~actions~~they ~~that~~were ~~generally~~entitled ~~include claims of~~under ~~consumer~~California ~~fraud~~law, ~~misrepresentation,~~and ~~strict~~further ~~liability,~~allege ~~and~~that ~~breach~~the ofCompany ~~warranty~~failed ~~related~~ to ~~Hydroxycut-branded~~ ~~products.~~pay Bythem ~~court~~split shift ~~order~~and ~~dated~~overtime ~~October 6,~~compensation ~~2009,~~to ~~the~~which ~~United~~they ~~States~~were ~~Judicial Panel~~entitled onunder ~~Multidistrict~~California law. Discovery ~~Litigation~~in ~~consolidated~~this ~~pretrial~~case ~~proceedings~~is ofongoing and ~~many of~~ the ~~pending~~Company ~~actions (including~~is ~~the~~vigorously ~~GNC~~defending ~~class~~these ~~actions)~~matters. Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

~~Pro-Hormone/Androstenedione Cases~~Other cases. AsThe ~~described in the~~ Company’s ~~Annual Report on Form 10-K for the year ended December 31, 2009, the Company~~ is currently defending ~~six~~other lawsuits relating to ~~the~~ ~~sale~~personal byinjury ~~GNC of certain nutritional products alleged to contain the ingredients commonly known as Androstenedione~~claims, ~~Androstenediol,~~product ~~Norandrostenedione, and Norandrostenediol (collectively, “Andro~~labeling ~~Products”). In each of the six cases, plaintiffs sought, or are seeking, to certify a class~~ and ~~obtain~~ ~~damages on behalf of the class representatives and all those similarly~~employee-~~situated~~related ~~who purchased from the Company certain nutritional supplements alleged to contain one or more Andro Products~~matters. Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

~~California~~Environmental Wage and Break Claim. As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, on November 4, 2008, 98 plaintiffs filed individual claims against the Company. Each of Compliance

13In March 2008, the South Carolina Department of Health and Environmental Control (“DHEC”) requested that the Company investigate its South Carolina facility for a possible source or sources of contamination detected on an adjoining property. The Company has commenced the investigation at the facility as requested by DHEC. After several phases of the investigation the possible source or sources of contamination have not been sufficiently identified. The Company is continuing such investigation. The proceedings in this matter have not yet progressed to a stage where it is possible to estimate the timing and extent of any remedial action that may be required, the ultimate cost of remediation, or the amount of the Company’s potential liability.

~~Table~~In addition to the foregoing, the Company is subject to numerous federal, state, local, and foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation, and disposal of ~~Contents~~the Company’s non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water, and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties, or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company also is subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect the Company’s ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of its properties or properties at which its waste has been disposed. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to environmental and health and safety laws and regulations in all material respects, and that any liabilities for noncompliance will not have a material adverse effect on its business or financial performance. However, it is difficult to predict future liabilities and obligations, which could be material.

~~GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ Contingencies

~~the~~Due ~~plaintiffs~~to ~~had~~the ~~previously~~nature ~~been a member~~ of ~~a purported class in a lawsuit filed against~~ the Company’s business inoperations ~~2007~~having ~~and~~a ~~resolved~~presence in ~~September 2009.~~multiple ~~The~~taxing ~~plaintiffs allege that they were not provided all of the rest and meal periods to which they were entitled under California law~~jurisdictions, ~~and further allege that~~ the Company ~~failed~~periodically toreceives ~~pay~~inquiries ~~them split shift~~ and/or ~~overtime~~audits ~~compensation~~from tovarious ~~which~~taxing ~~they were entitled under California law~~authorities. Any ~~Discovery~~probable ~~in this case is ongoing~~ and ~~the Company is~~reasonably ~~vigorously~~estimable ~~defending these matters. Any~~ liabilities that may arise from these ~~matters~~inquiries ~~are~~have ~~not probable~~been oraccrued ~~reasonably~~and reflected ~~estimable~~in atthe ~~this~~accompanying ~~time~~financial statements.

Other cases. The Company is currently defending other lawsuits relating to personal injury claims, product labeling and employee-related matters. Any liabilities that may arise from these matters are not probable or reasonably estimable at this time. 14

~~Environmental~~GENERAL ~~Compliance~~NUTRITION CENTERS, INC. AND SUBSIDIARIES

InNOTES ~~March 2008,~~TO ~~the~~THE CONSOLIDATED ~~South~~FINANCIAL ~~Carolina~~STATEMENTS ~~Department of Health and Environmental Control~~ (~~“DHEC”~~UNAUDITED) requested that the Company investigate its South Carolina facility for a possible source or sources of contamination detected on an adjoining property. The Company has commenced the investigation at the facility as requested by DHEC. After several phases of the investigation the possible source or sources of contamination have not been sufficiently identified. The Company is continuing such investigation. The proceedings in this matter have not yet progressed to a stage where it is possible to estimate the timing and extent of any remedial action that may be required, the ultimate cost of remediation, or the amount of the Company’s potential liability.

~~In addition to the foregoing, the Company is subject to numerous federal, state, local, and~~NOTE ~~foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation, and disposal of the Company’s non~~8. STOCK-~~hazardous~~BASED ~~and~~COMPENSATION hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water, and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties, or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company also is subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect the Company’s ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of its properties or properties at which its waste has been disposed. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to environmental and health and safety laws and regulations in all material respects, and that any liabilities for noncompliance will not have a material adverse effect on its business or financial performance. However, it is difficult to predict future liabilities and obligations, which could be material. PLANS

~~Contingencies~~Stock Options

~~Due~~In to2007, the ~~nature~~Board of Directors of Parent (the ~~Company~~“Board”) and Parent’s ~~business~~stockholders ~~operations~~approved ~~having~~and aadopted ~~presence~~the inGNC ~~multiple~~Acquisition ~~taxing~~Holdings ~~jurisdictions,~~Inc. 2007 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable Parent to attract and retain highly qualified personnel who will contribute to the success of the Company. The ~~periodically~~Plan ~~receives~~provides ~~inquiries~~for the granting of stock options, restricted stock, and/ other stock-based awards. The Plan is available to certain eligible employees, directors, consultants or ~~audits~~advisors as ~~from~~determined ~~various~~by ~~taxing~~the Compensation Committee of the Board (the “Compensation ~~authorities~~Committee”). The ~~Any~~total ~~probable~~number of shares of Parent’s Class A common stock reserved and ~~reasonably~~available ~~estimable~~for ~~liabilities~~the ~~that~~Plan ~~may~~is 10.4 ~~arise~~million ~~from~~shares. Stock ~~these~~options ~~inquiries~~under ~~have~~the ~~been~~Plan ~~accrued~~generally are granted with exercise prices at or above fair market value, typically vest over a four or five-year period and ~~reflected~~expire ten years from the date of grant. The Compensation Committee has used a valuation methodology in which the ~~accompanying~~fair ~~financial~~market ~~statements~~value of the common stock is based on the Company’s business enterprise value and, in situations deemed appropriate by the Compensation Committee, may be discounted to reflect the lack of marketability associated with the common stock. No stock appreciation rights, restricted stock, deferred stock or performance shares have been granted under the Plan.

14The Company utilizes the Black-Scholes model to calculate the fair value of options under the standard on stock compensation. The resulting compensation cost is recognized in the Company’s financial statements over the option vesting period. At September 30, 2010, the net unrecognized compensation cost was $7.1 million and is expected to be recognized over a weighted average period of approximately 2.2 years.

~~Table~~The offollowing ~~Contents~~table outlines the Parent’s stock option activity:

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		Weighted
		Average
	Total Options	Exercise Price

Outstanding at December 31, 2009	9,263,640	$	7.27
Granted	680,000	12.58
Exercised	(13,876)	7.91
Forfeited	(433,325)	7.87
Expired	(33,251)	6.49
Outstanding at September 30, 2010	9,463,188	$	7.63

Exercisable at September 30, 2010	4,843,811	$	6.71

~~NOTE~~The 8standard on stock compensation requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ~~STOCK~~Stock-~~BASED~~based ~~COMPENSATION~~compensation ~~PLANS~~expense for the nine months ended September 30, 2010 and 2009 was $2.4 million and $2.1 million, respectively.

~~Stock~~At ~~Options~~September 30, 2010, the weighted average remaining contractual life of outstanding options was 6.8 years. At September 30, 2010, the weighted average remaining contractual life of exercisable options was 6.2 years. The weighted average fair value of options granted during 2010 was $2.64.

InThe ~~2007,~~Black-Scholes ~~the~~model ~~Board~~utilizes ~~of Directors of Parent (~~the ~~“Board”)~~following assumptions ~~and~~in ~~Parent’s~~determining ~~stockholders~~a ~~approved~~fair ~~and adopted~~value: ~~the~~price ~~GNC~~of ~~Acquisition~~underlying ~~Holdings~~stock, ~~Inc.~~option exercise ~~2007~~price, ~~Stock~~expected ~~Incentive~~option ~~Plan~~term, ~~(the~~risk-free ~~“Plan”).~~interest ~~The~~rate, ~~purpose of~~expected ~~the~~dividend ~~Plan~~yield, ~~is to enable Parent to attract~~ and ~~retain~~expected ~~highly~~stock ~~qualified~~price ~~personnel~~volatility ~~who~~over ~~will contribute to~~ the ~~success~~option’s ofexpected term. As the Company. ~~The~~has ~~Plan~~had ~~provides~~minimal ~~for~~exercises ~~the granting~~ of stock options, ~~restricted~~since the ~~stock,~~inception ~~and~~of ~~other~~the ~~stock-based~~Plan, ~~awards.~~the ~~The~~option ~~Plan~~term ishas ~~available~~been toestimated ~~certain~~by ~~eligible~~considering ~~employees,~~both ~~directors,~~the ~~consultants~~vesting orperiod, ~~advisors~~which asis ~~determined~~typically byfour ~~the~~or ~~Compensation~~five ~~Committee~~years, ofand the ~~Board (the~~contractual ~~“Compensation~~term ~~Committee”).~~of ~~The~~ten ~~total~~years. ~~number~~As ofthe ~~shares of Parent~~Company’s ~~Class A~~underlying ~~common~~ stock ~~reserved and available for the Plan~~ is ~~10.4 million~~not ~~shares.~~publicly ~~Stock~~traded ~~options under the Plan generally are~~on ~~granted~~an ~~with~~open ~~exercise prices at or above fair~~ market ~~value~~, ~~typically~~the ~~vest~~Company ~~over~~utilized aits ~~four~~current orpeer ~~five-year period~~group ~~and~~average ~~expire~~to ~~ten years from~~ estimate the ~~date~~expected ~~of grant~~volatility. The ~~Compensation~~assumptions ~~Committee has~~ used ~~a valuation methodology~~ in ~~which~~ the ~~fair market value of the common stock is based on the~~ Company’s ~~business~~ ~~enterprise value and, in situations deemed appropriate by the Compensation Committee, may~~Black-Scholes bevaluation ~~discounted~~related to ~~reflect~~stock ~~the~~option ~~lack~~grants ofmade ~~marketability~~during ~~associated with~~ the ~~common~~nine ~~stock.~~months Noended ~~stock~~September 30, ~~appreciation~~2010 ~~rights,~~were ~~restricted~~as ~~stock, deferred stock or performance shares have been granted under the Plan.~~follows:

The Company utilizes the Black-Scholes model to calculate the fair value of options under the standard on stock compensation. The resulting compensation cost is recognized in the Company’s financial statements over the option vesting period. At June 30, 2010, the net unrecognized compensation cost was $7.7 million and is expected to be recognized over a weighted average period of approximately 2.3 years.15

~~The~~GENERAL NUTRITION ~~following~~CENTERS, INC. ~~table~~AND ~~outlines the Parent’s stock option activity:~~SUBSIDIARIES

				Weighted
				Average
	Total Options			Exercise Price
Outstanding at December 31, 2009		9,263,640		$	7.27
Granted		380,000			11.57
Exercised		—			—
Forfeited		(377,325	)		7.64
Expired		(28,502	)		6.25
Outstanding at June 30, 2010		9,237,813		$	7.44
Exercisable at June 30, 2010		4,825,576		$	6.70

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The standard on stock compensation requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. Stock-based compensation expense for the six months ended June 30, 2010 and 2009 was $1.6 million and $1.3 million, respectively.

		September 30,
		2010
		(unaudited)
Dividend yield		0.00%
Expected option life		7.5 years
Volatility factor percentage of market price		31.5% -33.0%
Discount rate		2.49% - 3.28%

As ~~of June 30, 2010,~~ the ~~weighted~~Black-Scholes ~~average~~model ~~remaining~~utilizes ~~contractual~~certain ~~life of outstanding options~~estimates ~~was~~and ~~7.1 years. At June 30~~assumptions, ~~2010,~~ the ~~weighted~~existing ~~average~~models ~~remaining~~do ~~contractual~~not ~~life~~necessarily ofrepresent ~~exercisable~~the ~~options~~definitive ~~was 6.5 years. The weighted average~~ fair value of options ~~granted~~for ~~during~~future ~~2010 was $1~~periods.~~99.~~

~~The Black-Scholes model utilizes the following assumptions in determining a fair value: price~~NOTE ~~of underlying stock, option exercise price, expected option term, risk-free interest rate, expected dividend yield, and expected stock price volatility over the option’s expected term~~9. As the Company has had minimal exercises of stock options through December 31, 2009, 2008 and 2007, the option term has been estimated by considering both the vesting period, which is typically four or five years, and the contractual term of ten years. As the Company’s underlying stock is not publicly traded on an open market, the Company utilized its current peer group average to estimate the expected volatility. The assumptions used in the Company’s Black-Scholes valuation related to stock option grants made during the six months ended June 30, 2010 were as follows: SEGMENTS

15The Company has three reportable segments, each of which represents an identifiable component of the Company for which separate financial information is available. This information is utilized by management to assess performance and allocate assets accordingly. The Company’s management evaluates segment operating results based on several indicators. The primary key performance indicators are sales and operating income or loss for each segment. Operating income or loss, as evaluated by management, excludes certain items that are managed at the consolidated level, such as distribution and warehousing, impairments and other corporate costs. The following table represents key financial information for each of the Company’s reportable segments, identifiable by the distinct operations and management of each: Retail, Franchising, and Manufacturing/Wholesale. The Retail reportable segment includes the Company’s corporate store operations in the United States, Canada and its www.gnc.com business. The Franchise reportable segment represents the Company’s franchise operations, both domestically and internationally. The Manufacturing/Wholesale reportable segment represents the Company’s manufacturing operations in South Carolina and the Wholesale sales business. This segment supplies the Retail and Franchise segments, along with various third parties, with finished products for sale. The Warehousing and Distribution Costs, Corporate Costs, and Other Unallocated Costs represent the Company’s administrative expenses. The accounting policies of the segments are the same as those described in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies”.

~~Table of Contents~~16

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES ~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

	June 30,
	2010
	(unaudited)
Dividend yield		0.00	%
Expected option life	7.5 years
Volatility factor percentage of market price		31.5	%
Discount rate		2.98 - 3.28	%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As the Black-Scholes model utilizes certain estimates and assumptions, the existing models do not necessarily represent the definitive fair value of options for future periods.

	Three months ended				Nine months ended
	September 30,		September		September 30,		September 30,
	2010		2009		2010		2009
	(unaudited)
	(in thousands)
Revenue:
Retail	$	338,231	$	311,933	$	1,031,899	$	962,587
Franchise	76,980		67,355		222,625		201,063
Manufacturing/Wholesale:
Intersegment (1)	55,821		51,452		154,428		149,470
Third Party	50,535		51,510		132,145		139,461
Sub total Manufacturing/Wholesale	106,356		102,962		286,573		288,931
Sub total segment revenues	521,567		482,250		1,541,097		1,452,581
Intersegment elimination (1)	(55,821)		(51,452)		(154,428)		(149,470)
Total revenue	$	465,746	$	430,798	$	1,386,669	$	1,303,111

Operating income:
Retail	$	47,670	$	37,251	$	147,248	$	123,277
Franchise	26,329		22,486		71,660		61,243
Manufacturing/Wholesale	17,901		18,854		51,140		54,072
Unallocated corporate and other costs:
Warehousing and distribution costs	(13,784)		(13,441)		(41,450)		(40,458)
Corporate costs	(18,877)		(17,749)		(54,973)		(54,741)
Sub total unallocated corporate and other costs	(32,661)		(31,190)		(96,423)		(95,199)
Total operating income	$	59,239	$	47,401	$	173,625	$	143,393

~~NOTE~~(1) Intersegment 9.revenues ~~SEGMENTS~~are eliminated from consolidated revenue.

~~The~~NOTE ~~Company has three reportable segments, each of which represents an identifiable component of the Company for which separate financial information is available~~10. ~~This information is utilized~~ bySUPPLEMENTAL ~~management~~GUARANTOR to assess performance and allocate assets accordingly. The Company’s management evaluates segment operating results based on several indicators. The primary key performance indicators are sales and operating income or loss for each segment. Operating income or loss, as evaluated by management, excludes certain items that are managed at the consolidated level, such as distribution and warehousing, impairments and other corporate costs. The following table represents key financial information for each of the Company’s reportable segments, identifiable by the distinct operations and management of each: Retail, Franchising, and Manufacturing/Wholesale. The Retail reportable segment includes the Company’s corporate store operations in the United States, Canada and its www.gnc.com business. The Franchise reportable segment represents the Company’s franchise operations, both domestically and internationally. The Manufacturing/Wholesale reportable segment represents the Company’s manufacturing operations in South Carolina and the Wholesale sales business. This segment supplies the Retail and Franchise segments, along with various third parties, with finished products for sale. The warehousing and distribution costs, corporate costs, and other unallocated costs represent the Company’s administrative expenses. The accounting policies of the segments are the same as those described in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies.” INFORMATION

16As of September 30, 2010 the Company’s debt included its 2007 Senior Credit Facility, Senior Toggle Notes and 10.75% Senior Subordinated Notes. The 2007 Senior Credit Facility has been guaranteed by the Company’s direct parent, GNC Corporation, and the Company’s existing and future direct and indirect material domestic subsidiaries. The Senior Toggle Notes are general non collateralized obligations of the Company, are effectively subordinated to the Company’s 2007 Senior Credit Facility to the extent of the value of the collateral securing the 2007 Senior Credit Facility and are senior in right of payment to all existing and future subordinated obligations of the Company, including its 10.75% Senior Subordinated Notes. The Senior Toggle Notes are unconditionally guaranteed on a non collateralized basis by all of the Company’s existing and future direct and indirect material domestic subsidiaries. The 10.75% Senior Subordinated Notes are general non collateralized obligations and are guaranteed on a senior subordinated basis by the Company’s existing and future direct and indirect material domestic subsidiaries and rank junior in right of payment to the Company’s 2007 Senior Credit Facility and Senior Toggle Notes. The guarantors are the same for the 2007 Senior Credit Facility, Senior Toggle Notes and 10.75% Senior Subordinated Notes. Non-guarantor subsidiaries include the Company’s direct and indirect foreign subsidiaries. Each subsidiary guarantor is 100% owned, directly or indirectly, by the Company. The guarantees are full and unconditional and joint and several. Investments in subsidiaries are accounted for under the equity method of accounting.

~~Table~~Presented below are condensed consolidating financial statements of ~~Contents~~the Company as the parent/issuer, and the combined guarantor and non-guarantor subsidiaries as of September 30, 2010, December 31, 2009, and the three and nine months ended September 30, 2010 and 2009. Intercompany balances and transactions have been eliminated.

~~GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ 17

	Three months ended						Six months ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
	(unaudited)
	(in thousands)
Revenue:
Retail	$	342,834		$	316,942		$	693,668		$	650,654
Franchise		73,043			69,225			145,645			133,708
Manufacturing/Wholesale:
Intersegment (1)		51,262			50,267			98,607			98,018
Third Party		40,026			46,249			81,609			87,951
Sub total Manufacturing/Wholesale		91,288			96,516			180,216			185,969
Sub total segment revenues		507,165			482,683			1,019,529			970,331
Intersegment elimination (1)		(51,262	)		(50,267	)		(98,607	)		(98,018	)
Total revenue	$	455,903		$	432,416		$	920,922		$	872,313
Operating income:
Retail	$	49,382		$	41,583		$	99,578		$	86,026
Franchise		22,930			19,550			45,331			38,757
Manufacturing/Wholesale		16,367			17,337			33,239			35,218
Unallocated corporate and other costs:
Warehousing and distribution costs		(13,773	)		(13,700	)		(27,665	)		(27,017	)
Corporate costs		(18,192	)		(18,932	)		(36,097	)		(36,992	)
Sub total unallocated corporate and other costs		(31,965	)		(32,632	)		(63,762	)		(64,009	)
Total operating income	$	56,714		$	45,838		$	114,386		$	95,992

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

~~(1)~~NOTES ~~Intersegment~~TO ~~revenues~~THE CONSOLIDATED ~~are~~FINANCIAL ~~eliminated~~STATEMENTS ~~from consolidated revenue.~~(UNAUDITED)

17 Supplemental Condensed Consolidating Balance Sheets

			Combined		Combined
	Parent/		Guarantor		Non-Guarantor
September 30, 2010	Issuer		Subsidiaries		Subsidiaries		Eliminations		Consolidated
	(unaudited)
	(in thousands)

Current assets
Cash and cash equivalents	$	114,554	$	3,953	$	3,197	$	-	$	121,704
Receivables, net	1,827		103,318		636		-		105,781
Intercompany receivables	83,740		-		-		(83,740)		-
Inventories, net	-		366,494		30,294		-		396,788
Prepaids and other current assets	13,464		13,656		6,519		-		33,639
Total current assets	213,585		487,421		40,646		(83,740)		657,912

Goodwill	-		624,452		468		-		624,920
Brands	-		720,000		-		-		720,000
Property, plant and equipment, net	6,899		157,706		28,211		-		192,816
Investment in subsidiaries	1,633,003		(8,011)		-		(1,624,992)		-
Other assets	25,952		151,699		-		(8,781)		168,870
Total assets	$	1,879,439	$	2,133,267	$	69,325	$	(1,717,513)	$	2,364,518

Current liabilities
Current liabilities	$	38,876	$	159,853	$	12,615	$	-	$	211,344
Intercompany payables	-		64,244		19,496		(83,740)		-
Total current liabilities	38,876		224,097		32,111		(83,740)		211,344

Long-term debt	1,052,646		23		13,320		(8,781)		1,057,208
Deferred tax liabilities	(370)		292,533		(365)		-		291,798
Other long-term liabilities	15,544		13,974		1,907		-		31,425
Total liabilities	1,106,696		530,627		46,973		(92,521)		1,591,775
Total stockholder's equity (deficit)	772,743		1,602,640		22,352		(1,624,992)		772,743
Total liabilities and stockholder's equity (deficit)	$	1,879,439	$	2,133,267	$	69,325	$	(1,717,513)	$	2,364,518

~~GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ 18

~~NOTE~~GENERAL 10NUTRITION CENTERS, INC. ~~SUPPLEMENTAL GUARANTOR INFORMATION~~AND SUBSIDIARIES

AsNOTES ofTO ~~June 30,~~THE ~~2010~~CONSOLIDATED ~~the Company’s debt included its 2007 Senior Credit Facility, Senior Toggle~~FINANCIAL ~~Notes~~STATEMENTS and 10.75% Senior Subordinated Notes. The 2007 Senior Credit Facility has been guaranteed by the Company’s direct parent, GNC Corporation, and the Company’s existing and future direct and indirect material domestic subsidiaries. The Senior Toggle Notes are general non collateralized obligations of the Company, are effectively subordinated to the Company’s 2007 Senior Credit Facility to the extent of the value of the collateral securing the 2007 Senior Credit Facility and are senior in right of payment to all existing and future subordinated obligations of the Company, including its 10.75% Senior Subordinated Notes. The Senior Toggle Notes are unconditionally guaranteed on a non collateralized basis by all of the Company’s existing and future direct and indirect material domestic subsidiaries. The 10.75% Senior Subordinated Notes are general non collateralized obligations and are guaranteed on a senior subordinated basis by the Company’s existing and future direct and indirect material domestic subsidiaries and rank junior in right of payment to the Company’s 2007 Senior Credit Facility and Senior Toggle Notes. The guarantors are the same for the 2007 Senior Credit Facility, Senior Toggle Notes and 10.75% Senior Subordinated Notes. Non-guarantor subsidiaries include the Company’s direct and indirect foreign subsidiaries. Each subsidiary guarantor is 100% owned, directly or indirectly, by the Company. The guarantees are full and unconditional and joint and several. Investments in subsidiaries are accounted for under the equity method of accounting.(UNAUDITED)

~~Presented~~Supplemental ~~below~~Condensed ~~are~~Consolidating ~~condensed~~Balance consolidating financial statements of the Company as the parent/issuer, and the combined guarantor and non-guarantor subsidiaries as of June 30, 2010, December 31, 2009, and the three and six months ended June 30, 2010 and 2009. Intercompany balances and transactions have been eliminated.Sheets

				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
December 31, 2009	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated

							(in thousands)

Current assets
Cash and cash equivalents	$	77,797		$	(4,801	)	$	2,093		$	-		$	75,089
Receivables, net	895			92,273			1,187			-			94,355
Intercompany receivables	139,168			-			-			(139,168		)	-
Inventories, net	-			339,975			30,517			-			370,492
Prepaids and other current assets	19,308			14,409			8,502			-			42,219
Total current assets	237,168			441,856			42,299			(139,168		)	582,155

Goodwill	-			624,285			468			-			624,753
Brands	-			720,000			-			-			720,000
Property, plant and equipment, net	7,409			163,882			28,290			-			199,581
Investment in subsidiaries	1,550,708			(7,687		)	-			(1,543,021		)	-
Other assets	28,876			157,018			-			(8,781		)	177,113
Total assets	$	1,824,161		$	2,099,354		$	71,057		$	(1,690,970	)	$	2,303,602

Current liabilities
Current liabilities	$	34,129		$	154,435		$	11,023		$	-		$	199,587
Intercompany payables	-			113,359			25,809			(139,168		)	-
Total current liabilities	34,129			267,794			36,832			(139,168		)	199,587

Long-term debt	1,052,341			32			14,493			(8,781		)	1,058,085
Deferred tax liabilities	(4,754		)	294,087			(439		)	-			288,894
Other long-term liabilities	24,929			14,129			462			-			39,520
Total liabilities	1,106,645			576,042			51,348			(147,949		)	1,586,086
Total stockholder's equity (deficit)	717,516			1,523,312			19,709			(1,543,021		)	717,516
Total liabilities and stockholder's equity (deficit)	$	1,824,161		$	2,099,354		$	71,057		$	(1,690,970	)	$	2,303,602

~~Table of Contents~~19

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES ~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Supplemental~~NOTES ~~Condensed~~TO ~~Consolidating~~THE CONSOLIDATED ~~Balance~~FINANCIAL ~~Sheets~~ STATEMENTS (UNAUDITED)

				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
June 30, 2010	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(unaudited)
							(in thousands)
Current assets
Cash and cash equivalents	$	110,581		$	2,965		$	4,969		$	—		$	118,515
Receivables, net		493			91,625			744			—			92,862
Intercompany receivables		80,223			—			—			(80,223	)		—
Inventories, net		—			365,756			29,913			—			395,669
Prepaids and other current assets		14,466			18,224			4,586			—			37,276
Total current assets		205,763			478,570			40,212			(80,223	)		644,322
Goodwill		—			624,442			468			—			624,910
Brands		—			720,000			—			—			720,000
Property, plant and equipment, net		6,545			159,729			28,054			—			194,328
Investment in subsidiaries		1,604,858			(7,903	)		—			(1,596,955	)		—
Other assets		26,971			153,162			—			(8,781	)		171,352
Total assets	$	1,844,137		$	2,128,000		$	68,734		$	(1,685,959	)	$	2,354,912
Current liabilities
Current liabilities	$	32,175		$	183,559		$	13,486		$	—		$	229,220
Intercompany payables		—			60,787			19,436			(80,223	)		—
Total current liabilities		32,175			244,346			32,922			(80,223	)		229,220
Long-term debt		1,052,542			26			13,718			(8,781	)		1,057,505
Deferred tax liabilities		(1,776	)		294,086			(439	)		—			291,871
Other long-term liabilities		17,848			13,327			1,793			—			32,968
Total liabilities		1,100,789			551,785			47,994			(89,004	)		1,611,564
Total stockholder’s equity (deficit)		743,348			1,576,215			20,740			(1,596,955	)		743,348
Total liabilities and stockholder’s equity (deficit)	$	1,844,137		$	2,128,000		$	68,734		$	(1,685,959	)	$	2,354,912

Supplemental Condensed Consolidating Statements of Operations

				Combined		Combined
	Parent/			Guarantor		Non-Guarantor
Three months ended September 30, 2010	Issuer			Subsidiaries		Subsidiaries			Eliminations			Consolidated

						(unaudited)
						(in thousands)
Revenue	$	-		$	442,734	$	26,450		$	(3,438	)	$	465,746

Cost of sales, including costs of warehousing, distribution and occupancy	-			286,088		20,017			(3,438		)	302,667
Gross profit	-			156,646		6,433			-			163,079

Compensation and related benefits	11,930			52,877		4,367			-			69,174
Advertising and promotion	-			10,488		155			-			10,643
Other selling, general and administrative	7,544			16,578		(7		)	-			24,115
Subsidiary (income) expense	(27,196		)	107		-			27,089			-
Other (income) expense	(18,649		)	17,750		807			-			(92		)
Operating income (loss)	26,371			58,846		1,111			(27,089		)	59,239

Interest expense, net	883			15,182		275			-			16,340
Income (loss) before income taxes	25,488			43,664		836			(27,089		)	42,899

Income tax (benefit) expense	(1,297		)	17,239		172			-			16,114

Net income (loss)	$	26,785		$	26,425	$	664		$	(27,089	)	$	26,785

~~Table~~Supplemental Condensed Consolidating Statements of ~~Contents~~Operations

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Combined		Combined
	Parent/		Guarantor		Non-Guarantor
Nine months ended September 30, 2010	Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated

					(unaudited)
					(in thousands)
Revenue	$	-	$	1,314,091	$	82,767	$	(10,189	)	$	1,386,669

Cost of sales, including costs of warehousing, distribution and occupancy	-		843,217		61,007		(10,189		)	894,035
Gross profit<

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