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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Filed Pursuant to Rule 424(b)(1)
Registration No. 333-176721

PROSPECTUS

20,000,000 Shares

GNC Holdings, Inc.

Class A Common Stock

          This is a public offering of the shares of Class A common stock of GNC Holdings, Inc. The shares of Class A common stock are being sold by the selling stockholders named in this prospectus, some of whom are our affiliates. We will not receive any proceeds from the sale of the shares of Class A common stock sold in this offering.

          Our Class A common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "GNC". On October 25, 2011, the last sale price of our Class A common stock on the NYSE was $25.10 per share.

          Investing in our Class A common stock involves risk. See "Risk Factors" beginning on page 14 of this prospectus.

   
Per Share
   
Total
 

Public offering price

  $ 24.75   $ 495,000,000  

Underwriting discount and commissions

  $ 0.99   $ 19,800,000  

Proceeds, before expenses, to the selling stockholders

  $ 23.76   $ 475,200,000  

          The selling stockholders have granted the underwriters a 30-day option to purchase up to 3,000,000 additional shares of Class A common stock at the offering price, less the underwriting discount. We will not receive any proceeds from the exercise of the underwriters' option to purchase additional shares.

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

          Delivery of the shares of Class A common stock will be made on or about October 31, 2011.

Goldman, Sachs & Co.   J.P. Morgan
Deutsche Bank Securities   Morgan Stanley



Barclays Capital
William Blair & Company
          Credit Suisse
BMO Capital Markets

The date of this prospectus is October 25, 2011.


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GRAPHIC


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TABLE OF CONTENTS

 
 
Page

Prospectus Summary

  1

Risk Factors

  14

Special Note Regarding Forward-Looking Statements

  34

Use of Proceeds

  36

Dividend Policy

  36

Price Range of Our Class A Common Stock

  37

Capitalization

  38

Unaudited Pro Forma Consolidated Financial Data

  39

Selected Consolidated Financial Data

  45

Management's Discussion and Analysis of Financial Condition and Results of Operations

  48

Business

  72

Management

  104

Executive Compensation

  113

Principal and Selling Stockholders

  146

Certain Relationships and Related Transactions

  150

Description of Capital Stock

  154

Description of Certain Debt

  159

Shares Eligible for Future Sale

  161

Material United States Federal Tax Consequences to Non-United States Stockholders

  164

Underwriting

  167

Legal Matters

  172

Experts

  172

Where You Can Find More Information

  172

Index to Consolidated Financial Statements

  F-1



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PROSPECTUS SUMMARY

          This summary highlights the information contained in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of the information that you may consider important in making your investment decision, we encourage you to read this entire prospectus. Before making an investment decision, you should carefully consider the information under the heading "Risk Factors" and our consolidated financial statements and their notes in this prospectus. Unless the context requires otherwise, "we", "us", "our" and "GNC" refer to GNC Holdings, Inc. ("Holdings") and its subsidiaries and, for periods prior to March 16, 2007, our predecessor. See "Business — Corporate History". References to "our stores" refer to our company-owned stores and our franchise stores. References to our "locations" refer to our stores and our "store-within-a-store" locations at Rite Aid.

Our Company

          Based on our worldwide network of more than 7,500 locations and our GNC.com website, we believe we are the leading global specialty retailer of health and wellness products, including vitamins, minerals and herbal supplements ("VMHS") products, sports nutrition products and diet products. Our diversified, multi-channel business model derives revenue from product sales through domestic company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. We believe that the strength of our GNC brand, which is distinctively associated with health and wellness, combined with our stores and website, give us broad access to consumers and uniquely position us to benefit from the favorable trends driving growth in the nutritional supplements industry and the broader health and wellness sector. Our broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under our GNC proprietary brands, including Mega Men®, Ultra Mega®, GNC Total Lean, Pro Performance® and Pro Performance® AMP, and under nationally recognized third-party brands.

          Based on the information we compiled from the public securities filings of our primary competitors, our network of domestic retail locations is approximately eleven times larger than the next largest U.S. specialty retailer of nutritional supplements and provides a leading platform for our vendors to distribute their products to their target consumer. Our close relationship with our vendor partners has enabled us to negotiate first-to-market opportunities. In addition, our in-house product development capabilities enable us to offer our customers proprietary merchandise that can only be purchased through our locations or on our website. Since the nutritional supplement consumer often requires knowledgeable customer service, we also differentiate ourselves from mass and drug retailers with our well-trained sales associates who are aided by in-store technology. We believe that our expansive retail network, differentiated merchandise offering and quality customer service result in a unique shopping experience that is distinct from our competitors'.

Recent Transformation of GNC

          Beginning in 2006, we executed a series of strategic initiatives to enhance our existing business and growth profile. Specifically, we:

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Industry Overview

          We operate within the large and growing U.S. nutritional supplements industry. According to Nutrition Business Journal's Supplement Business Report 2011, our industry generated $26.9 billion in sales in 2009 and $28.1 billion in 2010, and is projected to grow at an average annual rate of approximately 4.0% through 2015. Our industry is highly fragmented, and we believe this fragmentation provides large operators, like us, the ability to compete more effectively due to scale advantages.

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

Competitive Strengths

          We believe we are well-positioned to capitalize on favorable industry trends as a result of the following competitive strengths:

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          As a result of our competitive strengths, we have maintained consistent earnings growth through the recent economic cycle. The third quarter of 2011 marked our 25th consecutive quarter of positive domestic company-owned same store sales growth. This consistent growth in company-owned retail sales, the positive operating leverage generated by our retail operations, cost containment initiatives, as well as growth in our other channels of distribution, have allowed us to expand our EBITDA margin by 560 basis points from 2005 to 2010.

Our Growth Strategy

          We plan to execute several strategies in the future to promote growth in revenue and operating income, and capture market share, including:

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The Sponsors

          Currently, Ares Corporate Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board ("OTPP") hold approximately 64.2% of our outstanding common stock. Ares and OTPP are collectively referred to in this prospectus as the "Sponsors". After giving effect to this offering and OTPP's conversion of 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock as described below, the Sponsors will collectively hold 46,144,461 shares of our Class A common stock, representing approximately 44.9% of our outstanding Class A common stock, OTPP will hold 3,577,548 shares of our Class B common stock, representing 100% of our outstanding Class B common stock, and the Sponsors will have significant power to control our affairs and policies, including with respect to the election of directors (and through the election of directors the appointment of management), the entering into of mergers, sales of substantially all of our assets and other significant transactions. The Class A common stock and Class B common stock vote together as a single class on all matters and are substantially identical in all respects, including with respect to voting, dividends and conversion, except that the Class B common stock does not entitle its holder to vote for the election or removal of directors. In addition, a holder of Class B common stock may, at any time, elect to convert shares of Class B common stock into an equal number of shares of Class A common stock or, under certain circumstances, convert shares of Class A common stock into an equal number of shares of Class B common stock.

          Immediately following the consummation of this offering, OTPP will convert 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock. As a result of such conversion and after giving effect to this offering, OTPP will hold 24,284,790 shares of our Class A common stock, representing approximately 23.7% of our outstanding Class A common stock, and will hold 3,577,548 shares of our Class B common stock, representing 100% of our outstanding Class B common stock.

          Together with our wholly owned subsidiary, GNC Acquisition Inc., we entered into an Agreement and Plan of Merger (the "Merger Agreement") with GNC Parent Corporation on February 8, 2007. Pursuant to the Merger Agreement and on March 16, 2007, GNC Acquisition Inc. was merged with and into GNC Parent Corporation, with GNC Parent Corporation as the surviving corporation and our wholly owned subsidiary (the "Merger").

Proceeds in Connection with this Offering

          The table below sets forth the proceeds that the Sponsors and our directors and executive officers expect to receive from the sale of our Class A common stock in connection with this offering, based on the offering price of $24.75 per share, less the underwriting discount. The amounts below do not take into account amounts paid by the selling stockholders in connection with the exercise of stock options for shares of Class A common stock to be sold in this offering, or

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the sale of up to 3,000,000 additional shares of our Class A common stock that the underwriters have the option to purchase from the selling stockholders.

 
 
Proceeds from
the sale of
Class A
common stock
 
 
  (in thousands)
 

Directors and Executive Officers:

       

Norman Axelrod(1)

  $ 2,165.2  

Jeffrey P. Berger

     

Andrew Claerhout

     

Thomas Dowd

     

Joseph Fortunato

    8,910.0  

Jeffrey Hennion

     

Michael Hines

     

David B. Kaplan

     

Brian Klos

     

Johann O. Koss

     

Amy B. Lane

     

Romeo Leemrijse

     

Michael Locke

     

Michael M. Nuzzo

     

Guru Ramanathan

     

Gerald J. Stubenhofer

     

Richard J. Wallace

     

Sponsors:

       

Ares

    190,228.4  

OTPP

    242,465.2  

(1)
Includes amounts that will be paid to AS Skip, LLC ("AS Skip"), of which Mr. Axelrod is the managing member.

Risks Related to Our Business and Strategy

          Despite the competitive strengths described above, our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating in the nutritional supplements industry. Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in our Class A common stock. Risks relating to our business and our ability to execute our business strategy include:

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Corporate Information

          We are a Delaware corporation. Our principal executive office is located at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number is (412) 288-4600. We also maintain a website at GNC.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Our service marks and trademarks include the GNC® name. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder. Use or display by us of other parties' trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the trademark, trade name or service mark owner.



          We have not authorized anyone to provide any information or make any representations other than the information and representations in this prospectus or any free writing prospectus that we have authorized to be delivered to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where an offer or sale of shares would be unlawful. The information in this prospectus is complete and accurate only as of the date on the front cover regardless of the time of delivery of this prospectus or of any sale of shares of our Class A common stock.




Market & Industry Information

          Throughout this prospectus, we use market data and industry forecasts and projections that were obtained from surveys and studies conducted by third parties, including the Nutrition Business Journal, Beanstalk Marketing and LJS & Associates and The Buxton Company, and from publicly available industry and general publications. Although we believe that the sources are reliable, and that the information contained in such surveys and studies conducted by third parties is accurate and reliable, we have not independently verified the information contained therein. We note that estimates, in particular as they relate to general expectations concerning our industry, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus.

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The Offering

Class A common stock offered by the selling stockholders, some of whom are our affiliates

  20,000,000 shares

  

   

Underwriters' option to purchase additional shares of Class A common stock from the selling stockholders in this offering

  3,000,000 shares

  

   

Class A common stock outstanding after this offering

  102,675,614 shares

  

   

Class B common stock outstanding after this offering

  3,577,548 shares

  

   

Voting rights

  Each share of our Class A common stock entitles its holder to one vote per share on all matters to be voted upon by our stockholders. Each share of our Class B common stock entitles its holder to one vote per share on all matters to be voted upon by our stockholders, except with respect to the election or removal of directors, on which the holders of shares of our Class B common stock are not entitled to vote. Under a stockholders agreement among the Sponsors and us (the "New Stockholders Agreement"), the Sponsors have the ability to nominate that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors.

  

   

Conversion rights

  The shares of Class A common stock are convertible into shares of Class B common stock, in whole or in part, at any time and from time to time at the option of the holder so long as such holder holds Class B common stock, on the basis of one share of Class B common stock for each share of Class A common stock that it wishes to convert. The shares of Class B common stock are convertible into shares of Class A common stock, in whole or in part, at any time and from time to time at the option of the holder, on the basis of one share of Class A common stock for each share of Class B common stock that it wishes to convert.

  

   

Use of proceeds

  We will not receive any proceeds from this offering. See "Use of Proceeds" and "Principal and Selling Stockholders".

  

   

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Dividend policy

  Although the holders of our common stock are entitled to receive dividends when and as declared by our board of directors from legally available sources, subject to the prior rights of the holders of our preferred stock, if any, we do not anticipate paying any dividends on our common stock for the foreseeable future. See "Dividend Policy." Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our debt instruments, our future earnings, capital requirements, financial condition, future prospects and applicable Delaware law, which provides that dividends are only payable out of surplus or net profits.

  

   

NYSE trading symbol

  "GNC"

  

   

Risk factors

  For a discussion of risks relating to our business and an investment in our Class A common stock, see "Risk Factors" beginning on page 14.

          Except where we state otherwise, the Class A common stock information we present in this prospectus:

          Unless we specifically state otherwise, the information in this prospectus does not take into account the sale of up to 3,000,000 shares of our Class A common stock that the underwriters have the option to purchase from the selling stockholders.

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Summary Consolidated Financial Data

          The summary consolidated financial data presented below as of December 31, 2010 and for the years ended December 31, 2010, 2009 and 2008 are derived from our audited consolidated financial statements and footnotes included in this prospectus.

          The summary consolidated financial data presented below for the nine months ended September 30, 2011 and 2010 are derived from our unaudited consolidated financial statements and accompanying notes included in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, for a fair statement of our financial position and operating results as of and for the nine months ended September 30, 2011 and 2010. Our results for interim periods are not necessarily indicative of our results for a full year of operations.

          The summary consolidated financial data is presented on an actual basis for and as of the periods indicated and on an as adjusted basis giving effect to 1) the completion of this offering, 2) immediately following the consummation of this offering, the conversion of 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock and (3) immediately prior to this offering, the issuance of 446,911 shares of Class A common stock upon the exercise of options by certain selling stockholders for shares of Class A common stock to be sold in this offering.

          The following summary consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and footnotes included elsewhere in this prospectus.

 
 
Nine Months
Ended
September 30,
2011
 
Nine Months
Ended
September 30,
2010
 
Year Ended
December 31,
2010
 
Year Ended
December 31,
2009
 
Year Ended
December 31,
2008
 
 
  (unaudited)
   
   
   
 
 
  (dollars in millions,
except per share data and as noted)

 

Statement of Income Data:

                               

Total revenues

  $ 1,562.6   $ 1,386.4   $ 1,822.2   $ 1,707.0   $ 1,656.7  

Gross profit

    569.7     492.6     642.3     590.6     574.1  

Operating income

    213.0     172.3     212.4     181.0     169.6  

Interest expense, net

    64.5     49.2     65.4     69.9     83.0  

Net income

    94.6     77.7     96.6     69.5     54.6  

Earnings per share(1):

                               
   

Basic

  $ 0.91   $ 0.72   $ 0.87   $ 0.58   $ 0.43  
   

Diluted

  $ 0.89   $ 0.70   $ 0.85   $ 0.58   $ 0.43  

Other Data:

                               

Net cash provided by operating activities

    146.4     97.6     141.5     114.0     77.4  

Net cash used in investing activities

    (50.2 )   (21.2 )   (36.1 )   (42.2 )   (60.4 )

Net cash used in financing activities

    (143.1 )   (1.1 )   (1.5 )   (26.4 )   (1.4 )

EBITDA(2)

    247.3     206.2     259.4     227.7     212.1  

Capital expenditures(3)

    27.8     21.0     32.5     28.7     48.7  

Number of Stores (at end of period):

                               
 

Company-owned stores(4)

    2,996     2,871     2,917     2,832     2,774  
 

Franchise stores(4)

    2,468     2,298     2,340     2,216     2,144  
 

Store-within-a-store franchise locations(4)

    2,103     1,983     2,003     1,869     1,712  

Same Store Sales Growth:(5)

                               
 

Domestic company-owned, including web

    9.5 %   5.5 %   5.6 %   2.8 %   2.7 %
 

Domestic franchise

    5.8 %   3.2 %   2.9 %   0.9 %   0.7 %

Average revenue per domestic company-owned store (dollars in thousands)

  $ 363.6   $ 341.5   $ 438.2   $ 422.4   $ 418.1  

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  Nine Months Ended
September 30, 2011
  Year ended
December 31, 2010
 
 
 
Actual
 
As
Adjusted
 
Actual
 
As
Adjusted
 
 
  (unaudited)
   
   
 

Income Per Share — Basic & Diluted (in thousands):

                         

Net income

  $ 94,590   $ 129,473   $ 96,567   $ 107,855  

Preferred stock dividends

    (4,726 )       (20,606 )    
                   

Net income available to common stockholders

  $ 89,864   $ 129,473   $ 75,961   $ 107,855  
                   

Earnings per share:

                         
 

Basic

  $ 0.91   $ 1.19   $ 0.87   $ 1.04  
 

Diluted

  $ 0.89   $ 1.16   $ 0.85   $ 1.01  

Weighted average common shares outstanding (in thousands):

                         
 

Basic

    98,223     104,420     87,339     104,096  
 

Diluted

    100,858     106,880     88,917     106,662  

 

 
  As of
September 30, 2011
 
 
 
Actual
 
As Adjusted
 
 
  (unaudited)
(Dollars in millions)

 

Balance Sheet Data:

             

Cash and cash equivalents

  $ 146.1   $ 148.1  

Working capital(6)

    472.7     477.5  

Total assets

    2,435.7     2,440.5  

Total current and non-current long-term debt

    901.9     901.9  

Total stockholders' equity

    971.6     976.1  

(1)
Includes impact of dividends on shares of our Series A preferred stock, all of which were redeemed in connection with the initial public offering of our Class A common stock (the "IPO"), which was consummated on April 6, 2011.

(2)
We define EBITDA as net income before interest expense (net), income tax expense, depreciation and amortization. Management uses EBITDA as a tool to measure operating performance of the business. EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP, or as an alternative to U.S. GAAP cash flow from operating activities, as a measure of our profitability or liquidity.

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Nine Months
Ended
September 30,
2011
 
Nine Months
Ended
September 30,
2010
 
Year Ended
December 31,
2010
 
Year Ended
December 31,
2009
 
Year Ended
December 31,
2008
 
 
  (unaudited)
   
   
   
 
 
  (dollars in millions)
 

Net income

  $ 94.6   $ 77.7   $ 96.6   $ 69.5   $ 54.6  

Interest expense, net

    64.5     49.2     65.4     69.9     83.0  

Income tax expense

    53.9     45.4     50.4     41.6     32.0  

Depreciation and amortization

    34.3     33.9     47.0     46.7     42.5  
                       

EBITDA

  $ 247.3 (a) $ 206.2 (b) $ 259.4 (c) $ 227.7 (d) $ 212.1 (d)
                       

(a)
For the nine months ended September 30, 2011, EBITDA includes the following expenses: $0.6 million of non-recurring expenses related to this offering, $12.4 million of non-recurring expenses principally related to the termination of Sponsor-related obligations and exploration of strategic alternatives, $3.5 million of executive severance and $0.4 million of payments to the Sponsors under the ACOF Management Services Agreement and Class B common stock, which payments ceased following the IPO.

(b)
For the nine months ended September 30, 2010, EBITDA includes $1.1 million of payments to the Sponsors under the ACOF Management Services Agreement and Class B common stock, which payments ceased following the IPO.

(c)
For the year ended December 31, 2010, EBITDA includes the following expenses: $4.0 million of non-recurring expenses principally related to the exploration of strategic alternatives, and $1.5 million of payments to the Sponsors under the ACOF Management Services Agreement and Class B common stock, which payments ceased following the IPO.

(d)
For each of the years ended December 31, 2009 and 2008, EBITDA includes $1.5 million related to payments to the Sponsors under the ACOF Management Services Agreement and Class B common stock, which payments ceased following the IPO.
(3)
Capital expenditures for the year ended December 31, 2008 includes approximately $10.1 million incurred in conjunction with our store register upgrade program.

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(4)
The following table summarizes our locations for the periods indicated:

 
 
Nine Months
Ended
September 30,
2011
 
Nine Months
Ended
September 30,
2010
 
Year Ended
December 31,
2010
 
Year Ended
December 31,
2009
 
Year Ended
December 31,
2008
 

Company-Owned Stores

                               

Beginning of period

    2,917     2,832     2,832     2,774     2,745  

Store openings

    113     73     101     45     71  

Franchise conversions(a)

    (9 )       24     53     33  

Store closings(b)

    (25 )   (34 )   (40 )   (40 )   (75 )
                       

End of period balance

    2,996     2,871     2,917     2,832     2,774  
                       

Franchise Stores

                               
 

Domestic

                               

Beginning of period

    903     909     909     954     978  

Store openings(b)

    48     25     42     31     41  

Store closings(c)

    (32 )   (37 )   (48 )   (76 )   (65 )
                       

End of period balance

    919     897     903     909     954  
                       

International

                               

Beginning of period

    1,437     1,307     1,307     1,190     1,078  

Store openings

    141     165     232     187     198  

Store closings

    (29 )   (71 )   (102 )   (70 )   (86 )
                       

End of period balance

    1,549     1,401     1,437     1,307     1,190  
                       

Store-within-a-Store (Rite Aid)

                               

Beginning of period

    2,003     1,869     1,869     1,712     1,358  

Store openings

    105     127     150     177     401  

Store closings

    (5 )   (13 )   (16 )   (20 )   (47 )
                       

End of period balance

    2,103     1,983     2,003     1,869     1,712  
                       

Total stores

    7,567     7,152     7,260     6,917     6,630  
                       

(a)
Stores that were acquired from franchisees and subsequently converted into company-owned stores.

(b)
Includes corporate store locations acquired by franchisees.

(c)
Includes franchise stores closed and acquired by us.
(5)
Same store sales growth reflects the percentage change in same store sales in the period presented compared to the prior year period. Same store sales are calculated on a daily basis for each store and exclude the net sales of a store for any period if the store was not open during the same period of the prior year. Beginning in the first quarter of 2006, we also included our internet sales, as generated through GNC.com and www.drugstore.com, in our domestic company-owned same store sales calculation. When a store's square footage has been changed as a result of reconfiguration or relocation in the same mall or shopping center, the store continues to be treated as a same store. If, during the period presented, a store was closed, relocated to a different mall or shopping center, or converted to a franchise store or a company-owned store, sales from that store up to and including the closing day or the day immediately preceding the relocation or conversion are included as same store sales as long as the store was open during the same period of the prior year. We exclude from the calculation sales during the period presented that occurred on or after the date of relocation to a different mall or shopping center or the date of a conversion.

(6)
Working capital represents current assets less current liabilities.

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RISK FACTORS

          You should carefully consider the risks described below and all other information contained in this prospectus before making an investment decision. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our Class A common stock could decline, and you may lose part or all of your investment.

Risks Relating to Our Business and Industry

We may not effectively manage our growth, which could materially harm our business.

          We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continue to improve our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage our technology and workforce. We must also maintain close coordination among our technology, compliance, accounting, finance, marketing and sales organizations. We cannot assure you that we will manage our growth effectively. If we fail to do so, our business could be materially harmed.

          Our continued growth will require an increased investment by us in technology, facilities, personnel and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes that are more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be adversely affected.

We operate in a highly competitive industry. Our failure to compete effectively could adversely affect our market share, revenues and growth prospects.

          The U.S. nutritional supplements retail industry is large and highly fragmented. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, on-line merchants, mail-order companies and a variety of other smaller participants. We believe that the market is also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. In the United States, we also compete for sales with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as other retailers. In addition, as some products become more mainstream, we experience increased price competition for those products as more participants enter the market. Our international competitors include large international pharmacy chains, major international supermarket chains and other large U.S.-based companies with international operations. Our wholesale and manufacturing operations compete with other wholesalers and manufacturers of third-party nutritional supplements. We may not be able to compete effectively and our attempt to do so may require us to reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, revenues and growth prospects.

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Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation, the demand for our products and our ability to generate revenues.

          We are highly dependent upon consumer perception of the safety and quality of our products, as well as similar products distributed by other companies. Consumer perception of products can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. For example, sales of some of our products, such as those containing ephedra, were initially strong, but decreased as a result of negative publicity and an ultimate ban of such products by the Food and Drug Administration (the "FDA"). As such, period-to-period comparisons of our results should not be relied upon as a measure of our future performance. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or any other similar products with illness or other adverse effects, that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our reputation, the demand for our products, our ability to generate revenues and the market price of our Class A common stock.

Our failure to appropriately respond to changing consumer preferences and demand for new products could significantly harm our customer relationships and product sales.

          Our business is particularly subject to changing consumer trends and preferences. Our continued success depends in part on our ability to anticipate and respond to these changes, and we may not be able to respond in a timely or commercially appropriate manner to these changes. If we are unable to do so, our customer relationships and product sales could be harmed significantly.

          Furthermore, the nutritional supplements industry is characterized by rapid and frequent changes in demand for products and new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion of our stores as a source for the latest products. This could harm our customer relationships and cause losses to our market share. The success of our new product offerings depends upon a number of factors, including our ability to: accurately anticipate customer needs; innovate and develop new products; successfully commercialize new products in a timely manner; price our products competitively; manufacture and deliver our products in sufficient volumes and in a timely manner; and differentiate our product offerings from those of our competitors.

          If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could become obsolete, which could have a material adverse effect on our revenues and operating results.

Our substantial debt could adversely affect our results of operations and financial condition and otherwise adversely impact our operating income and growth prospects.

          As of September 30, 2011, our total consolidated long-term debt (including current portion) was approximately $901.9 million, and we had an additional $71.8 million available under the

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Revolving Credit Facility (as defined in this prospectus) after giving effect to $8.2 million utilized to secure letters of credit.

          All of the debt under the Senior Credit Facility (as defined in this prospectus) bears interest at variable rates. Our unhedged debt is subject to additional interest expense if these rates increase significantly, which could also reduce our ability to borrow additional funds.

          Our substantial debt could have material consequences on our financial condition. For example, it could:

          For additional information regarding the interest rates and maturity dates of our existing debt, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources".

          We and our subsidiaries may be able to incur additional debt in the future, including collateralized debt. Although the Senior Credit Facility contains restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions. If additional debt is added to our current level of debt, the risks described above would increase.

Our ability to continue to access credit on the terms previously obtained for the funding of our operations and capital projects may be limited due to changes in credit markets.

          In recent periods, the credit markets and the financial services industry have experienced disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, increased volatility in securities prices, diminished liquidity and credit availability and intervention from the United States and other governments. Continued concerns about the systemic impact of potential long-term or widespread downturn, energy costs, geopolitical issues, the availability and cost of credit, the global commercial and residential real estate markets and related mortgage markets and reduced consumer confidence have contributed to increased market volatility. The cost and availability of credit has been and may continue to be adversely affected by these conditions. We cannot be certain that funding for our capital needs will be available from our existing financial institutions and the credit markets if needed, and if available, to the extent required, and on acceptable terms. The Revolving Credit Facility matures in March 2016. If we cannot renew or refinance this facility upon its maturity or, more generally, obtain funding when needed, in each case on acceptable terms, we may be unable to continue our current rate of growth and store expansion, which may have an adverse effect on our revenues and results of operations.

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We require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control and, as a result, we may not be able to make payments on our debt obligations.

          We may be unable to generate sufficient cash flow from operations or to obtain future borrowings under our credit facilities or otherwise in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. In addition, because we conduct our operations through our operating subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, including payments on our debt. Under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. If we do not have sufficient liquidity, we may need to refinance or restructure all or a portion of our debt on or before maturity, sell assets or borrow more money, which we may not be able to do on terms satisfactory to us or at all. In addition, any refinancing could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations.

          If we are unable to meet our obligations with respect to our debt, we could be forced to restructure or refinance our debt, seek equity financing or sell assets. A default on any of our debt obligations could trigger certain acceleration clauses and cause those and our other obligations to become immediately due and payable. Upon an acceleration of any of our debt, we may not be able to make payments under our other outstanding debt.

Restrictions in the agreements governing our existing and future indebtedness may prevent us from taking actions that we believe would be in the best interest of our business.

          The agreements governing our existing indebtedness contain and the agreements governing our future indebtedness will likely contain customary restrictions on us or our subsidiaries, including covenants that restrict us or our subsidiaries, as the case may be, from:

          The Revolving Credit Facility also requires that, to the extent borrowings thereunder exceed $25 million, we meet a senior secured debt ratio of consolidated senior secured debt to consolidated EBITDA. See "Description of Certain Debt — Senior Credit Facility" for additional information. If we fail to satisfy such ratio, then we will be restricted from drawing the remaining $55 million of available borrowings under the Revolving Credit Facility, which may impair our liquidity.

          Our ability to comply with these covenants and other provisions of the Senior Credit Facility may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our debt, which could

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cause those and other obligations to become immediately due and payable. In addition, these restrictions may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.

We depend on the services of key executives and changes in our management team could affect our business strategy and adversely impact our performance and results of operations.

          Our senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying opportunities and arranging necessary financing. Losing the services of any of these individuals could adversely affect our business until a suitable replacement is hired. We believe that our senior executives could not be replaced quickly with executives of equal experience and capabilities. We do not maintain key person life insurance policies on any of our executives.

If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.

          We have methods to identify, monitor and manage our risks; however, these methods may not be fully effective. Some of our risk management methods may depend upon evaluation of information regarding markets, customers or other matters that are publicly available or otherwise accessible by us. That information may not in all cases be accurate, complete, up-to-date or properly evaluated. If our methods are not fully effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition and operating results could be materially and adversely affected. In addition, our insurance policies may not provide adequate coverage.

Compliance with new and existing governmental regulations could increase our costs significantly and adversely affect our results of operations.

          The processing, formulation, manufacturing, packaging, labeling, advertising, and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the Federal Trade Commission (the "FTC"), the Consumer Product Safety Commission, the United States Department of Agriculture, and the Environmental Protection Agency. These activities are also regulated by various state, local, and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling, and marketing of dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). The FDA may not accept the evidence of safety for any new dietary ingredient that we may wish to market, may determine that a particular dietary supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a dietary supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version of a "health claim". See "Business — Government Regulation — Product Regulation" for additional information. Any of these actions could prevent us from marketing particular dietary supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to liability, substantial costs, and reduced growth prospects.

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          Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. For example, the FDA recently issued draft guidance governing the notification of new dietary ingredients. Although FDA guidance is not mandatory, and companies are free to use an alternative approach if the approach satisfies the requirements of applicable laws and regulations, FDA guidance is a strong indication of the FDA's "current thinking" on the topic discussed in the guidance, including its position on enforcement. At this time, it is difficult to determine whether the draft guidance, if finalized, would have a material impact on our operations. However, if the FDA were to enforce the applicable statutes and regulations in accordance with the draft guidance as written, such enforcement could require us to incur additional expenses, which could be significant and negatively impact our business in several ways, including, but not limited to, enjoining the manufacturing of our products until the FDA determines that we are in compliance and can resume manufacturing, increasing our liability and reducing our growth prospects.

          The Dietary Supplement Labeling Act of 2011, which was introduced in July 2011 (S1310), proposes to amend the Federal Food, Drug, and Cosmetic Act to, among other things, (i) require dietary supplement manufacturers to register the dietary supplements that they manufacture with the FDA (and provide a list of the ingredients in and copies of the labels and labeling of the supplements), (ii) mandate the FDA and the Institute of Medicine to identify dietary ingredients that cause potentially serious adverse effects and (iii) require warning statements for dietary supplements containing potentially unsafe ingredients. If enacted, the bill could restrict the number of dietary supplements available for sale, increase our costs, liabilities and potential penalties associated with manufacturing and selling dietary supplements, and reduce our growth prospects.

Our failure to comply with FTC regulations and existing consent decrees imposed on us by the FTC could result in substantial monetary penalties and could adversely affect our operating results.

          The FTC exercises jurisdiction over the advertising of dietary supplements and has instituted numerous enforcement actions against dietary supplement companies, including us, for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. As a result of these enforcement actions, we are currently subject to three consent decrees that limit our ability to make certain claims with respect to our products and required us in the past to pay civil penalties and other amounts in the aggregate amount of $3.0 million. See "Business — Government Regulation — Product Regulation" for more information. Failure by us or our franchisees to comply with the consent decrees and applicable regulations could occur from time to time. Violations of these orders could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues, and operating income.

          As a retailer, distributor and manufacturer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain

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ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur.

          In addition, third-party manufacturers produce many of the products we sell. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. Although our purchase agreements with our third-party vendors typically require the vendor to indemnify us to the extent of any such claims, any such indemnification is limited by its terms. Moreover, as a practical matter, any such indemnification is dependent on the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. We may be unable to obtain full recovery from the insurer or any indemnifying third-party in respect of any claims against us in connection with products manufactured by such third-party.

          We have been and may be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. For example, as of September 30, 2011, there were 76 pending lawsuits related to Hydroxycut in which GNC had been named, including 70 individual, largely personal injury claims and six putative class action cases. See "Business — Legal Proceedings".

          Even with adequate insurance and indemnification, product liability claims could significantly damage our reputation and consumer confidence in our products. Our litigation expenses could increase as well, which also could have a materially negative impact on our results of operations even if a product liability claim is unsuccessful or is not fully pursued.

We may experience product recalls, which could reduce our sales and margin and adversely affect our results of operations.

          We may be subject to product recalls, withdrawals or seizures if any of the products we formulate, manufacture or sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the manufacturing, labeling, promotion, sale or distribution of such products. For example, in May 2009, the FDA warned consumers to stop using Hydroxycut diet products, which are produced by Iovate Health Sciences, Inc. ("Iovate") and were sold in our stores. Iovate issued a voluntary recall, with which we fully complied. Sales of the recalled Hydroxycut products amounted to approximately $57.8 million, or 4.7% of our retail sales in 2008, and $18.8 million, or 4.2% of our retail sales in the first four months of 2009. We provided refunds or gift cards to consumers who returned these products to our stores. In the second quarter of 2009, we experienced a reduction in sales and margin due to this recall as a result of accepting returns of products from customers and a loss of sales as a replacement product was not available. Through September 30, 2011, we estimate that we have refunded approximately $3.5 million to our retail customers and approximately $1.6 million to our wholesale customers for Hydroxycut product returns. Our results of operations may continue to be affected by the Hydroxycut recall. Any additional recall, withdrawal or seizure of any of the products we formulate, manufacture or sell would require significant management attention, would likely result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition or results of operations. Furthermore, a recall, withdrawal or seizure of any of our products could materially and adversely affect consumer confidence in our brands and decrease demand for our products and the market price of our Class A common stock.

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          As is common in our industry, we rely on our third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products, and materially and adversely affect the market price of our Class A common stock. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operation. For example, we sell products manufactured by third parties that contain derivatives from geranium, known as 1.3-dimethylpentylamine/dimethylamylamine/13-dimethylamylamine ("1.3d/d/13d"). Although we have received representations from our third-party vendors that these products comply with applicable regulatory and legislative requirements, recent media articles have suggested that 1.3d/d/13d may not comply with DSHEA. If it is determined that 1.3d/d/13d does not comply with applicable regulatory and legislative requirements, we could be required to recall or remove from the market all products containing 1.3d/d/13d, which could materially and adversely affect our business, financial condition and results of operations. In the past, we have attempted to offset any losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of such losses related to any future removal or recall.

Our operations are subject to environmental and health and safety laws and regulations that may increase our cost of operations or expose us to environmental liabilities.

          Our operations are subject to environmental and health and safety laws and regulations, and some of our operations require environmental permits and controls to prevent and limit pollution of the environment. We could incur significant costs as a result of violations of, or liabilities under, environmental laws and regulations, or to maintain compliance with such environmental laws, regulations or permit requirements. For example, in March 2008, the South Carolina Department of Health and Environmental Control ("DHEC") requested that we investigate contamination associated with historical activities at our South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from our facility. We are continuing these investigations in order to understand the extent of these impacts and develop appropriate remedial measures for DHEC approval. At this stage of the investigation, however, it is not possible to accurately estimate the timing and extent of any remedial action that may be required, the ultimate cost of remediation or the amount of our potential liability.

          In addition to the foregoing, we are subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing our operations, including the handling, transportation and disposal of our 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 us to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. We also are 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 our ability to sell or lease our properties, or to use them as collateral for financing.

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We are not insured for a significant portion of our claims exposure, which could materially and adversely affect our operating income and profitability.

          We have procured insurance independently for the following areas: (1) general liability; (2) product liability; (3) directors and officers liability; (4) property insurance; (5) workers' compensation insurance; and (6) various other areas. In addition, although we believe that we will continue to be able to obtain insurance in these areas in the future, because of increased selectivity by insurance providers, we may only be able to obtain such insurance at increased rates and/or with reduced coverage levels. Furthermore, we are self-insured for other areas, including: (1) medical benefits; (2) physical damage to our tractors, trailers and fleet vehicles for field personnel use; and (3) physical damages that may occur at company-owned stores. We are not insured for some property and casualty risks due to the frequency and severity of a loss, the cost of insurance and the overall risk analysis. In addition, we carry product liability insurance coverage that requires us to pay deductibles/retentions with primary and excess liability coverage above the deductible/retention amount. Because of our deductibles and self-insured retention amounts, we have significant exposure to fluctuations in the number and severity of claims. We currently maintain product liability insurance with a retention of $3.0 million per claim with an aggregate cap on retained loss of $10.0 million. We could raise our deductibles/retentions, which would increase our already significant exposure to expense from claims. If any claim exceeds our coverage, we would bear the excess expense, in addition to our other self-insured amounts. If the frequency or severity of claims or our expenses increase, our operating income and profitability could be materially adversely affected. See "Business — Legal Proceedings".

Because we rely on our manufacturing operations to produce nearly all of the proprietary products we sell, disruptions in our manufacturing system or losses of manufacturing certifications could adversely affect our sales and customer relationships.

          Our manufacturing operations produced approximately 35% of the products we sold for each of the years ended December 31, 2010 and 2009. Other than powders and liquids, nearly all of our proprietary products are produced in our manufacturing facility located in Greenville, South Carolina. During 2010, no one vendor supplied more than 10% of our raw materials. In the event any of our third-party suppliers or vendors becomes unable or unwilling to continue to provide raw materials in the required volumes and quality levels or in a timely manner, we would be required to identify and obtain acceptable replacement supply sources. If we are unable to identify and obtain alternative supply sources, our business could be adversely affected. Any significant disruption in our operations at our Greenville, South Carolina facility for any reason, including regulatory requirements, an FDA determination that the facility is not in compliance with the Good Manufacturing Practice ("GMP") regulations, the loss of certifications, power interruptions, fires, hurricanes, war or other force of nature, could disrupt our supply of products, adversely affecting our sales and customer relationships.

An increase in the price and shortage of supply of key raw materials could adversely affect our business.

          Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, it could result in a significant increase to us in the prices our contract manufacturers and third-party manufacturers charge us for our GNC-branded products and third-party products. Raw material prices may increase in the future and we may not be able to pass on such increases to our customers. A significant increase in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. In addition, if we no longer are able to obtain products from one or more of our suppliers on terms reasonable to us or at all, our revenues could suffer. Events such as the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on

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raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on our suppliers' ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

A significant disruption to our distribution network or to the timely receipt of inventory could adversely impact sales or increase our transportation costs, which would decrease our profits.

          We rely on our ability to replenish depleted inventory in our stores through deliveries to our distribution centers from vendors and then from the distribution centers or direct ship vendors to our stores by various means of transportation, including shipments by sea and truck. Unexpected delays in those deliveries or increases in transportation costs (including through increased fuel costs) could significantly decrease our ability to make sales and earn profits. In addition, labor shortages in the transportation industry or long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of deliveries could negatively affect our business.

If we fail to protect our brand name, competitors may adopt trade names that dilute the value of our brand name, and prosecuting or defending infringement claims could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products, which could adversely affect our revenues and market share.

          We have invested significant resources to promote our GNC brand name in order to obtain the public recognition that we have today. Because of the differences in foreign trademark laws concerning proprietary rights, our trademark may not receive the same degree of protection in foreign countries as it does in the United States. Also, we may not always be able to successfully enforce our trademark against competitors or against challenges by others. For example, third parties are challenging our "GNC Live Well" trademark in foreign jurisdictions. Our failure to successfully protect our trademark could diminish the value and effectiveness of our past and future marketing efforts and could cause customer confusion. This could in turn adversely affect our revenues, profitability and the market price of our Class A common stock.

          We are currently and may in the future be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products. Claims of intellectual property infringement also may require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights could be costly and would divert the attention of management and key personnel, which in turn could adversely affect our revenues and profitability.

A substantial amount of our revenue is generated from our franchisees, and our revenues could decrease significantly if our franchisees do not conduct their operations profitably or if we fail to attract new franchisees.

          As of December 31, 2010 and 2009, approximately 32% of our retail locations were operated by franchisees. Our franchise operations generated approximately 16.1% and 15.5% of our revenues for the years ended December 31, 2010 and 2009, respectively. Our revenues from franchise stores depend on the franchisees' ability to operate their stores profitably and adhere to our franchise standards. In the twelve months ended December 31, 2010, a net 48 domestic franchise stores were closed. The closing of franchise stores or the failure of franchisees to comply with our policies could adversely affect our reputation and could reduce the amount of our franchise revenues. These factors could have a material adverse effect on our revenues and operating income.

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          If we are unable to attract new franchisees or to convince existing franchisees to open additional stores, any growth in royalties from franchise stores will depend solely upon increases in revenues at existing franchise stores. In addition, our ability to open additional franchise locations is limited by the territorial restrictions in our existing franchise agreements as well as our ability to identify additional markets in the United States and other countries. If we are unable to open additional franchise locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing locations.

Franchisee support of our marketing and advertising programs is critical for our success.

          The support of our franchisees is critical for the success of our marketing programs and other strategic initiatives we seek to undertake, and the successful execution of these initiatives will depend on our ability to maintain alignment with our franchisees. While we can mandate certain strategic initiatives through enforcement of our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful. In addition, our efforts to build alignment with franchisees may result in a delay in the implementation of our marketing and advertising programs and other key initiatives. Although we believe that our current relationships with our franchisees are generally good, there can be no assurance that our franchisees will continue to support our marketing programs and strategic initiatives. The failure of our franchisees to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition.

Our franchisees are independent operators and we have limited influence over their operations.

          Our revenues substantially depend upon our franchisees' sales volumes, profitability and financial viability. However, our franchisees are independent operators and we cannot control many factors that impact the profitability of their stores. Pursuant to the franchise agreements, we can, among other things, mandate signage, equipment and hours of operation, establish operating procedures and approve suppliers, distributors and products. However, the quality of franchise store operations may be diminished by any number of factors beyond our control. Consequently, franchisees may not successfully operate stores in a manner consistent with our standards and requirements or standards set by federal, state and local governmental laws and regulations. In addition, franchisees may not hire and train qualified managers and other personnel. While we ultimately can take action to terminate franchisees that do not comply with the standards contained in our franchise agreements, any delay in identifying and addressing problems could harm our image and reputation, and our franchise revenues and results of operations could decline.

Franchise regulations could limit our ability to terminate or replace under-performing franchises, which could adversely impact franchise revenues.

          Our franchise activities are subject to federal, state and international laws regulating the offer and sale of franchises and the governance of our franchise relationships. These laws impose registration, extensive disclosure requirements and bonding requirements on the offer and sale of franchises. In some jurisdictions, the laws relating to the governance of our franchise relationship impose fair dealing standards during the term of the franchise relationship and limitations on our ability to terminate or refuse to renew a franchise. We may, therefore, be required to retain an under-performing franchise and may be unable to replace the franchisee, which could adversely impact franchise revenues. In addition, we cannot predict the nature and effect of any future legislation or regulation on our franchise operations.

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We have limited influence over the decision of franchisees to invest in other businesses or incur excessive indebtedness.

          Our franchisees are independent operators and, therefore, we have limited influence over their ability to invest in other businesses or incur excessive indebtedness. In some cases, these franchisees have used the cash generated by their stores to expand their other businesses or to subsidize losses incurred by such businesses. Additionally, as independent operators, franchisees do not require our consent to incur indebtedness. Consequently, our franchisees have in the past, and may in the future, experience financial distress as a result of over leveraging. To the extent that our franchisees use the cash from their stores to subsidize their other businesses or experience financial distress, due to over-leverage or otherwise, it could negatively affect (1) our operating results as a result of delayed or reduced payments of royalties, advertising fund contributions and rents for properties we lease to them, (2) our future revenue, earnings and cash flow growth and (3) our financial condition. In addition, lenders that are adversely affected by franchisees who default on their indebtedness may be less likely to provide current or prospective franchisees necessary financing on favorable terms or at all.

If we cannot open new company-owned stores on schedule and profitably, our planned future growth will be impeded, which would adversely affect sales.

          Our growth is dependent on both increases in sales in existing stores and the ability to open profitable new stores. Increases in sales in existing stores are dependent on factors such as competition, store operations and other factors discussed in these Risk Factors. Our ability to timely open new stores and to expand into additional market areas depends in part on the following factors: the availability of attractive store locations; the absence of occupancy delays; the ability to negotiate acceptable lease terms; the ability to identify customer demand in different geographic areas; the hiring, training and retention of competent sales personnel; the effective management of inventory to meet the needs of new and existing stores on a timely basis; general economic conditions; and the availability of sufficient funds for expansion. Many of these factors are beyond our control. Delays or failures in opening new stores, achieving lower than expected sales in new stores or drawing a greater than expected proportion of sales in new stores from our existing stores, could materially adversely affect our growth and profitability. In addition, we may not anticipate all of the challenges imposed by the expansion of our operations and, as a result, may not meet our targets for opening new stores, remodeling or relocating stores or expanding profitably.

          Some of our new stores may be located in areas where we have little or no meaningful experience or brand recognition. Those markets may have different competitive conditions, market conditions, consumer tastes and discretionary spending patterns than our existing markets, which may cause our new stores to be less successful than stores in our existing markets. Alternatively, many of our new stores will be located in areas where we have existing stores. Although we have experience in these markets, increasing the number of locations in these markets may result in inadvertent over-saturation of markets and temporarily or permanently divert customers and sales from our existing stores, thereby adversely affecting our overall financial performance.

Our operating results and financial condition could be adversely affected by the financial and operational performance of Rite Aid.

          As of September 30, 2011, Rite Aid operated 2,103 GNC franchise "store-within-a-store" locations and has committed to open additional franchise "store-within-a-store" locations. Revenue from sales to Rite Aid (including license fee revenue for new store openings) represented approximately 3.5% of total revenue for the year ended December 31, 2010. Any liquidity and operational issues that Rite Aid may experience could impair its ability to fulfill its obligations and commitments to us, which would adversely affect our operating results and financial condition.

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Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

          As of September 30, 2011, we had 169 company-owned Canadian stores and 1,549 international franchise stores in 52 countries. We derived 10.7% and 10.9% of our revenues for the nine months ended September 30, 2011 and 2010, respectively, and 11.1% and 10.2% of our revenues for the years ended December 31, 2010 and 2009, respectively, from our international operations. As part of our business strategy, we intend to expand our international franchise presence. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the effects of these risks. These risks include, among others:

          Any of these risks could have a material adverse effect on our international operations and our growth strategy.

We may be unable to successfully expand our operations into China and other new markets.

          If the opportunity arises, we may expand our operations into new and high-growth markets including, but not limited to, China. For example, in 2010, we commenced the process of registering products and initiating wholesale sales and distribution in China and are in the process of expanding the wholesale business into additional channels. However, there is no assurance that we will expand our operations in China and other markets in our desired time frame. To expand our operations into new markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new markets and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we expect on our anticipated timeframe or at all. If we are unsuccessful in expanding into new or high growth markets, it could adversely affect our operating results and financial condition.

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Our network and communications systems are dependent on third-party providers and are vulnerable to system interruption and damage, which could limit our ability to operate our business and could have a material adverse effect on our business, financial condition or results of operations.

          Our systems and operations and those of our third-party Internet service providers are vulnerable to damage or interruption from fire, flood, earthquakes, power loss, server failure, telecommunications and Internet service failure, acts of war or terrorism, computer viruses and denial-of-service attacks, physical or electronic breaches, sabotage, human error and similar events. Any of these events could lead to system interruptions, processing and order fulfillment delays and loss of critical data for us, our suppliers or our Internet service providers, and could prevent us from processing customer purchases. Any significant interruption in the availability or functionality of our website or our customer processing, distribution or communications systems, for any reason, could seriously harm our business, financial condition and operating results. The occurrence of any of these factors could have a material adverse effect on our business, financial condition or results of operations.

          Because we are dependent on third-party service providers for the implementation and maintenance of certain aspects of our systems and operations and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, if at all. As we rely on our third-party service providers, computer and communications systems and the Internet to conduct our business, any system disruptions could have a material adverse effect on our business, financial condition or results of operations.

Privacy protection is increasingly demanding, and the introduction of electronic payment exposes us to increased risk of privacy and/or security breaches as well as other risks.

          The protection of customer, employee, vendor, franchisee and other business data is critical to us. Federal, state, provincial and international laws and regulations govern the collection, retention, sharing and security of data that we receive from and about our employees, customers, vendors and franchisees. The regulatory environment surrounding information security and privacy has been increasingly demanding in recent years, and may see the imposition of new and additional requirements. Compliance with these requirements may result in cost increases due to necessary systems changes and the development of new processes to meet these requirements by us and our franchisees. In addition, customers and franchisees have a high expectation that we will adequately protect their personal information. If we or our service provider fail to comply with these laws and regulations or experience a significant breach of customer, employee, vendor, franchisee or other company data, our reputation could be damaged and result in an increase in service charges, suspension of service, lost sales, fines or lawsuits.

          The use of credit payment systems makes us more susceptible to a risk of loss in connection with these issues, particularly with respect to an external security breach of customer information that we or third parties (including those with whom we have strategic alliances) under arrangements with us control. In the event of a security breach, theft, leakage, accidental release or other illegal activity with respect to employee, customer, vendor, franchisee third-party, with whom we have strategic alliances or other company data, we could become subject to various claims, including those arising out of thefts and fraudulent transactions, and may also result in the suspension of credit card services. This could harm our reputation as well as divert management attention and expose us to potentially unreserved claims and litigation. Any loss in connection with these types of claims could be substantial. In addition, if our electronic payment systems are damaged or cease to function properly, we may have to make significant investments to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are reliant on these systems, not only to protect the security of the information stored, but also to appropriately track and record data. Any failures or inadequacies in these systems could expose us to significant unreserved

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losses, which could materially and adversely affect our earnings and the market price of our Class A common stock. Our brand reputation would likely be damaged as well.

Complying with recently enacted healthcare reform legislation could increase our costs and have a material adverse effect on our business, financial condition or results of operations.

          Recently enacted healthcare reform legislation could significantly increase our costs and have a material adverse effect on our business, financial condition and results of operations by requiring us either to provide health insurance coverage to our employees or to pay certain penalties for electing not to provide such coverage. Because these new requirements are broad, complex, subject to certain phase-in rules and may be challenged by legal actions in the coming months and years, it is difficult to predict the ultimate impact that this legislation will have on our business and operating costs. We cannot assure you that this legislation or any alternative version that may ultimately be implemented will not materially increase our operating costs. This legislation could also adversely affect our employee relations and ability to compete for new employees if our response to this legislation is considered less favorable than the responses or health benefits offered by employers with whom we compete for talent.

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

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

General economic conditions, including a prolonged weakness in the economy, may affect consumer purchases, which could adversely affect our sales and the sales of our business partners.

          Our results, and those of our business partners to whom we sell, are dependent on a number of factors impacting consumer spending, including general economic and business conditions; consumer confidence; wages and employment levels; the housing market; consumer debt levels; availability of consumer credit; credit and interest rates; fuel and energy costs; energy shortages; taxes; general political conditions, both domestic and abroad; and the level of customer traffic within department stores, malls and other shopping and selling environments. Consumer product purchases, including purchases of our products, may decline during recessionary periods. A prolonged downturn or an uncertain outlook in the economy may materially adversely affect our business, revenues and profits and the market price of our Class A common stock.

Natural disasters (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts and global political events could cause permanent or temporary distribution center or store closures, impair our ability to purchase, receive or replenish inventory, or cause customer traffic to decline, all of which could result in lost sales and otherwise adversely affect our financial performance.

          The occurrence of one or more natural disasters, such as hurricanes, fires, floods and earthquakes (whether or not caused by climate change), unusually adverse weather conditions,

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pandemic outbreaks, terrorist acts or disruptive global political events, such as civil unrest in countries in which our suppliers are located, or similar disruptions could adversely affect our operations and financial performance. To the extent these events result in the closure of one or more of our distribution centers, a significant number of stores, a manufacturing facility or our corporate headquarters, or impact one or more of our key suppliers, our operations and financial performance could be materially adversely affected through an inability to make deliveries to our stores and through lost sales. In addition, these events could result in increases in fuel (or other energy) prices or a fuel shortage, delays in opening new stores, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the temporary disruption in the transport of goods from overseas, delay in the delivery of goods to our distribution centers or stores, the temporary reduction in the availability of products in our stores and disruption to our information systems. These events also could have indirect consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable damage.

Risks Relating to an Investment in Our Class A Common Stock

Our principal stockholders may take actions that conflict with your interests. This control may have the effect of delaying or preventing changes of control or changes in management or limiting the ability of other stockholders to approve transactions they deem to be in their best interest.

          Even after giving effect to this offering and OTPP's conversion of 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock, the Sponsors will beneficially own approximately 44.9% of our Class A common stock, OTPP will beneficially own 100% of our Class B common stock, and the Sponsors will collectively own approximately 46.8% of our common stock. As a result, our Sponsors will have significant power to control our affairs and policies including with respect to the election of directors (and through the election of directors the appointment of management), the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. Under the New Stockholders Agreement, the Sponsors have the right to nominate to our board of directors, subject to their election by our stockholders, so long as the Sponsors collectively own more than 50% of the then outstanding shares of our common stock, the greater of up to nine directors and the number of directors comprising a majority of our board and, subject to certain exceptions, so long as the Sponsors collectively own 50% or less of the then outstanding shares of our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same percentage of the total number of directors comprising our board as the collective percentage of common stock owned by the Sponsors. Under the New Stockholders Agreement, each Sponsor also agreed to vote in favor of the other Sponsor's nominees. Because our board of directors is divided into three staggered classes, the Sponsors may be able to influence or control our affairs and policies even after they cease to own a majority of our outstanding Class A common stock during the period in which the Sponsors' nominees finish their terms as members of our board, but in any event no longer than would be permitted under applicable law and the NYSE listing requirements. The directors nominated by the Sponsors have the authority to cause us, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so. The New Stockholders Agreement also provides that, so long as the Sponsors collectively own more than one-third of our then outstanding common stock, certain significant corporate actions will require the approval of at least one of the Sponsors.

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          The interests of the Sponsors could conflict with our public stockholders' interests in material respects. For example, the Sponsors could cause us to make acquisitions that increase the amount of our indebtedness or sell revenue-generating assets. Moreover, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. Furthermore, due to the concentration of voting power among the Sponsors, they could influence or prevent a change of control or other business combination or any other transaction that requires the approval of stockholders, regardless of whether or not other stockholders believe that such transaction is in their best interests. In addition, our governance documents do not contain any provisions applicable to deadlocks among the members of our board, and as a result we may be precluded from taking advantage of opportunities due to disagreements among the Sponsors and their respective board designees. So long as the Sponsors continue to own a significant amount of the outstanding shares of our common stock, they will continue to be able to strongly influence or effectively control our decisions. See "Certain Relationships and Related Transactions — Stockholders Agreements".

Following the consummation of this offering, we will no longer be a "controlled company" within the meaning of the NYSE rules and, as a result, will not qualify for and be able to rely on certain applicable exemptions.

          Immediately following the consummation of this offering, we will no longer qualify as a "controlled company" within the meaning of the NYSE rules and, as a result, will be required to comply with certain of the NYSE corporate governance requirements during the applicable phase-in period. Such corporate governance requirements include that our board of directors consists of a majority of independent directors and that each of the nominating and corporate governance committee of our board of directors (the "Nominating and Corporate Governance Committee") and compensation committee of our board of directors (the "Compensation Committee") consist entirely of independent directors within one year from the consummation of this offering. Additionally, upon the consummation of this offering, we will be required to have at least one independent director on each of the Nominating and Corporate Governance Committee and Compensation Committee, and a majority of independent directors on each of the Nominating and Corporate Governance Committee and Compensation Committee within 90 days from the consummation of this offering. Although our board of directors currently consists of a majority of independent directors, only one independent director currently serves on each of the Nominating and Corporate Governance Committee and Compensation Committee. Accordingly, during the phase-in period, our stockholders will not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. Additionally, if we do not comply with the NYSE corporate governance requirements during the phase-in period, we may be subject to enforcement actions by the NYSE. See "Management — Board of Directors" for more information.

Our amended and restated certificate of incorporation and our amended and restated bylaws, as amended, contain anti-takeover protections, which may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.

          Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the Delaware General Corporation Law (the "DGCL"), could delay or make it more difficult to remove incumbent directors or for a third-party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

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          Our issuance of shares of preferred stock could delay or prevent a change of control of our company. Our board of directors has the authority to cause us to issue, without any further vote or action by our stockholders, up to 60,000,000 shares of preferred stock, par value $0.001 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by our stockholders, even where stockholders are offered a premium for their shares.

          In addition, the issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock. We currently do not anticipate issuing any shares of preferred stock for the foreseeable future.

          Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock or a stockholder rights plan and certain other provisions that are contained in our amended and restated certificate of incorporation and amended and restated bylaws could impede a merger, takeover or other business combination involving us or the replacement of our management or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock. See "Description of Capital Stock".

Our issuance of preferred stock could adversely affect the market value of our Class A common stock.

          The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Class A common stock by making an investment in the Class A common stock less attractive. For example, a conversion feature could cause the trading price of our Class A common stock to decline to the conversion price of the preferred stock. We currently do not anticipate issuing any shares of preferred stock for the foreseeable future.

The price of our Class A common stock may fluctuate substantially.

          The market price of our Class A common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

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          In addition, the stock market in general, the NYSE and the market for health and nutritional supplements companies in particular have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. If any of these factors causes us to fail to meet the expectations of securities analysts or investors, or if adverse conditions prevail or are perceived to prevail with respect to our business, the price of our Class A common stock would likely drop significantly.

We currently do not intend to pay dividends on our common stock after this offering. Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

          We currently do not anticipate paying any cash dividends for the foreseeable future. Further, Holdings' indirect operating subsidiary, General Nutrition Centers, Inc. ("Centers"), is currently restricted from declaring or paying cash dividends to us pursuant to the terms of the Senior Credit Facility. See "Dividend Policy" for more information. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our Class A common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our Class A common stock that will prevail in the market after this offering will ever exceed the price that you pay.

Future sales of our Class A common stock could cause the market price for our Class A common stock to decline.

          Upon consummation of this offering, there will be 102,675,614 shares of our Class A common stock outstanding. All shares of Class A common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"). Of the 102,675,614 shares of Class A common stock outstanding, 46,238,860 shares will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144. We cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the market price of our Class A common stock prevailing from time to time. Sales of substantial amounts of shares of our Class A common stock in the public market, or the perception that those sales will occur, could cause the market price of our Class A common stock to decline. After giving effect to this offering and OTPP's conversion of 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock, the Sponsors will collectively hold 46,144,461 shares of our Class A common stock and OTPP will hold 3,577,548 shares of our

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Class B common stock, each of which is convertible into one share of Class A common stock, all of which constitute "restricted securities" under the Securities Act. Provided the holders comply with the applicable volume limits and other conditions prescribed in Rule 144 under the Securities Act, all of these restricted securities are currently freely tradable.

          Additionally, as of the consummation of this offering, approximately 7,195,508 shares of our Class A common stock will be issuable upon exercise of stock options that vest and are exercisable at various dates through March 2021, with an average weighted exercise price of $9.57 per share. Of such options, 4,549,568 are currently exercisable. In addition, 85,238 shares of our Class A common stock have been granted as restricted stock pursuant to the terms of the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the "2011 Stock Plan") that vest at various dates through April 2016. All of such shares will be outstanding as of the consummation of this offering. On April 18, 2011, we filed a registration statement on Form S-8 under the Securities Act covering shares of our Class A common stock reserved for issuance under our equity incentive plans. Accordingly, shares of our Class A common stock registered under such registration statement will be available for sale in the open market upon exercise by the holders, subject to vesting restrictions, Rule 144 limitations applicable to our affiliates and the contractual lock-up provisions described below.

          We and certain of our stockholders, directors and officers have agreed to a "lock-up", pursuant to which neither we nor they will sell any shares without the prior consent of the representatives of the underwriters for 90 days after the date of this prospectus, subject to certain exceptions and extensions under certain circumstances. Following the expiration of the applicable lock-up period, all these shares of our Class A common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. Certain of our executive officers who are subject to such lock-up agreements may transfer an aggregate of up to 250,998 shares of our Class A common stock pursuant to 10b5-1 plans adopted by such officers on or prior to the consummation of this offering. Of these shares, an aggregate of 193,973 shares of our Class A common stock may be transferred pursuant to such 10b5-1 plans commencing October 31, 2011. In addition, one of our stockholders may transfer up to 800,000 shares of our Class A common stock to charities, in each case without the prior written consent of the representatives of the underwriters. In addition, the Sponsors have certain demand and "piggy-back" registration rights with respect to the Class A common stock that they will retain following this offering. See "Shares Eligible for Future Sale" for a discussion of the shares of Class A common stock that may be sold into the public market in the future, including Class A common stock held by the Sponsors.

Our dual-class capitalization structure and the conversion features of our Class B common stock may dilute the voting power of the holders of our Class A common stock.

          We have a dual-class capitalization structure, which may pose a significant risk of dilution to our Class A common stockholders. Each share of our Class B common stock, which is not entitled to vote for the election and removal of our directors, is convertible at any time at the option of the Class B holder into one share of Class A common stock, which is entitled to vote for the election and removal of our directors. Conversion of our Class B common stock into Class A common stock would dilute holders of Class A common stock, including holders of shares purchased in this offering, in terms of voting power in connection with the election and removal of our directors.

If securities or industry analysts cease to cover us or adversely change their recommendations regarding our Class A common stock, then our stock price and trading volume could decline.

          The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us, our industry and our market. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. If one or more analysts who elect to cover us adversely change their recommendation regarding our unrestricted Class A common stock, our stock price could decline.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus includes forward-looking statements within the meaning of federal securities laws. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings "Prospectus Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business". Forward-looking statements can often be identified by the use of terminology such as "subject to", "believe", "anticipate", "plan", "expect", "intend", "estimate", "project", "may", "will", "should", "would", "could", "can", the negatives thereof, variations thereon and similar expressions, or by discussions of strategy.

          All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations, and our beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements. The following uncertainties and factors, among others (including those set forth under "Risk Factors"), could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements:

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          Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. We do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.

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USE OF PROCEEDS

          The selling stockholders are selling all of the shares of Class A common stock being sold in this offering, including any shares sold upon the exercise of the underwriters' option to purchase additional shares of Class A common stock. See "Principal and Selling Stockholders". Accordingly, we will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering. Any proceeds received by us in connection with the exercise of options by certain of the selling stockholders to purchase shares of our Class A common stock to be sold in this offering will be used to pay transaction expenses incurred by us in connection with this offering, estimated at $0.8 million and for general corporate purposes.


DIVIDEND POLICY

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

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PRICE RANGE OF OUR CLASS A COMMON STOCK

          Our Class A common stock has been listed for trading on the NYSE under the symbol "GNC" since it began trading on April 1, 2011. The IPO was priced at $16.00 per share on March 31, 2011.

          The following table sets forth, for the periods indicated below, the high and low sales prices per share of our Class A common stock as reported on the NYSE since April 1, 2011:

2011
 
High
 
Low
 

Second Quarter (beginning April 1, 2011)

  $ 22.43   $ 16.08  

Third Quarter

  $ 26.48   $ 19.72  

Fourth Quarter (through October 25, 2011)

  $ 25.86   $ 19.52  

          On October 25, 2011, the closing price per share of our Class A common stock on the NYSE was $25.10. As of October 20, 2011, there were 37 stockholders of record of our Class A common stock.

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CAPITALIZATION

          The following table sets forth our capitalization as of September 30, 2011 on:

          The table below should be read in conjunction with "Selected Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Description of Capital Stock", "Description of Certain Debt" and our consolidated financial statements and their notes included in this prospectus.

 
  As of September 30, 2011  
 
 
Actual
 
As Adjusted
 
 
  (Unaudited)
 
 
  (In millions,
except share data)

 

Cash and cash equivalents

  $ 146.1   $ 148.1  
           

Long-term debt (including current maturities):

             
 

Senior Credit Facility(1)

    897.3     897.3  
 

Mortgage and capital leases

    4.6     4.6  
           
   

Total long-term debt

    901.9     901.9  
           

Stockholders' equity:

             

Common stock, $0.001 par value(2):

             
 

Class A, 91,927,404 shares issued, 91,158,143 shares outstanding and 769,261 shares held in treasury, actual; 300,000,000 shares authorized, 102,579,078 shares issued, 101,809,817 shares outstanding and 769,261 shares held in treasury, as adjusted

    0.1     0.1  
 

Class B, 13,782,311 shares issued and outstanding, actual; 30,000,000 shares authorized; 3,577,548 shares issued and outstanding, as adjusted

         
 

Paid-in-capital

    710.5     715.2  
 

Retained earnings

    261.1     260.9  
 

Treasury stock

    (2.3 )   (2.3 )
 

Accumulated other comprehensive income

    2.2     2.2  
           
   

Total stockholders' equity

    971.6     976.1  
           
     

Total capitalization

  $ 1,873.5   $ 1,878.0  
           

(1)
The Senior Credit Facility consists of the Term Loan Facility (as defined in this prospectus) and the Revolving Credit Facility, which is undrawn.

(2)
With respect to our Class A and Class B common stock, we are authorized to issue 300,000,000 shares collectively at September 30, 2011.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

          The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2011 and the year ended December 31, 2010 give effect to this offering, the IPO and the Refinancing (as defined in this prospectus) as if they had been consummated on January 1, 2010. The unaudited pro forma consolidated balance sheet as of September 30, 2011 gives effect to this offering as if it had been consummated on September 30, 2011. The unaudited pro forma consolidated financial data gives effect to:

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          The unaudited pro forma consolidated financial data does not purport to represent what our results of operations would have been if this offering, the IPO and the Refinancing and the related events described above had occurred as of the dates indicated, nor are they indicative of results for any future periods.

          The unaudited pro forma consolidated statement of operations does not present the effect of non-recurring transaction related costs of an additional $0.2 million in connection with this offering, which had not occurred at September 30, 2011.

          The unaudited pro forma consolidated financial data is presented for informational purposes only and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and accompanying notes included in this prospectus.

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Statements of Operations

For the Nine Months Ended September 30, 2011 and the Year Ended December 31, 2010

 
  For the Nine Months
Ended September 30, 2011
  For the Year Ended
December 31, 2010
 
 
 
Historical
 
Adjustments
 
As Adjusted
 
Historical
 
Adjustments
 
As Adjusted
 
 
  (In thousands, except per share data)
 

Revenue

  $ 1,562,571   $   $ 1,562,571   $ 1,822,168   $   $ 1,822,168  

Cost of sales, including costs of warehousing, distribution and occupancy

    992,908         992,908     1,179,886         1,179,886  
                           

Gross profit

    569,663         569,663     642,282         642,282  

Compensation and related benefits

    219,011         219,011     273,797         273,797  

Advertising and promotion

    40,031         40,031     51,707         51,707  

Other selling, general and administrative

    84,530         84,530     100,687         100,687  

Foreign currency (gain) loss

    106         106     (296 )       (296 )

Transaction related costs

    12,999     (12,999 )(a)       3,981         3,981  
                           

Operating income

    212,986     12,999     225,985     212,406         212,406  

Interest expense, net

    64,517     (33,840 )(b)   30,677     65,376     (24,169 )(b)   41,207  
                           

Income before income taxes

    148,469     46,839     195,308     147,030     24,169     171,199  

Income tax expense

    53,879     17,604 (c)   71,483     50,463     12,881 (c)   63,344  
                           

Net income

  $ 94,590   $ 29,235   $ 123,825   $ 96,567   $ 11,288   $ 107,855  
                           

Income per share — Basic and Diluted:

                                     

Net income

 
$

94,590
 
$

29,235
 
$

123,825
 
$

96,567
 
$

11,288
 
$

107,855
 

Preferred stock dividends

    (4,726 )   4,726 (d)       (20,606 )   20,606 (d)    
                           

Net income available to common stockholders

  $ 89,864   $ 33,961   $ 123,825   $ 75,961   $ 31,894   $ 107,855  
                           

Earnings per share:

                                     
 

Basic

  $ 0.91         $ 1.19   $ 0.87         $ 1.04  
 

Diluted

  $ 0.89         $ 1.16   $ 0.85         $ 1.01  

Weighted average common shares outstanding

                                     
 

Basic

    98,223     6,197 (e)   104,420     87,339     16,799 (e)   104,138  
 

Diluted

    100,858     6,022 (e)   106,880     88,917     17,766 (e)   106,683  

(a)
Reflects the pro forma effect to eliminate the IPO transaction costs, including $11.1 million to settle obligations under the ACOF Management Services Agreement and our Class B common stock.

(b)
Reflects adjustments to interest expense as a result of the Refinancing. Outstanding borrowings under the Senior Credit Facility currently accrue interest based on LIBOR and the Senior Credit Facility has an interest rate floor of 1.25%. A 1/8% change in interest rates would not have a material effect on the Company until LIBOR increases substantially.

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  For the Nine Months
Ended September 30, 2011
  For the Year Ended
December 31, 2010
 
 
 
Historical
 
Adjustments
 
Pro Forma
 
Historical
 
Adjustments
 
Pro Forma
 
 
  (in thousands)
 

Interest Expense:

                                     

2007 Senior Credit Facility

  $ 4,886   $ (4,886 ) $   $ 29,630   $ (29,630 ) $  

Senior Notes

    4,808     (4,808 )       19,440     (19,440 )    

Senior Subordinated Notes

    3,054     (3,054 )       11,825     (11,825 )    

Deferred Financing Fees

    1,884     (415 )   1,469     4,282     (2,262 )   2,020  

Deferred Financing Fees — early extinguishment

    17,418     (17,418 )                

Original Issue Discount

    311     (33 )   278     412     96     508  

Original Issue Discount Writedown — early extinguishment

    2,437     (2,437 )                

Termination of Interest Rate Swaps

    5,819     (5,819 )                

Mortgage

    550         550     445         445  

Interest Income

    (783 )       (783 )   (658 )       (658 )

Term Loan Facility

    24,133     5,030 (i)   29,163         38,892 (i)   38,892  
                           

Total Interest Expense

  $ 64,517   $ (33,840 ) $ 30,677   $ 65,376   $ (24,169 ) $ 41,207  
                           

(i)
Interest expense on Term Loan Facility calculated on $900.0 million of outstanding borrowings at a rate of 4.25% (representing an applicable margin of 3% plus the interest rate floor of 1.25%), 3.25% applicable to letters of credit utilized under the revolving credit facility, and 0.5% on the unused portion of the Revolving Credit Facility.
(c)
Reflects the pro forma tax effect of above adjustments which is not at our estimated effective tax rate due to certain non-deductible transaction related costs and one time tax benefits that have been adjusted to reflect an effective tax rate of 37% as adjusted.

(d)
Reflects the redemption of our Series A preferred stock using net proceeds of the IPO.

(e)
Represents the pro forma effects of this offering and the issuance of our Class A common stock in the IPO. A reconciliation of shares used in the earnings per share calculation is as follows:

 
 
For the Nine Months
Ended September 30, 2011
 
For the Year Ended
December 31, 2010
 
 
  Basic   Fully Diluted   Basic   Fully Diluted  
 
  (in thousands)
 

Historical weighted average shares outstanding

    98,223     100,858     87,339     88,917  

Weighted average as adjusted effect of shares sold at beginning of year compared to IPO date

    5,626     5,626     16,000     16,000  

Weighted average as adjusted effect of options exercised at beginning of year compared to on IPO date

    124     124     352     352  

Weighted average as adjusted effect of options exercised in connection with this offering at beginning of year

    447     447     447     447  

Change in shares due to the effect of dilutive stock options, based upon the effect of the options exercised with the IPO and this offering plus the effect of the utilization of the As Adjusted weighted average fair value of $16.00 per share at the beginning of the period

        (175 )       967  
                   

As Adjusted weighted average shares outstanding

    104,420     106,880     104,138     106,683  
                   

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GNC HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Balance Sheets

As of September 30, 2011

 
 
Historical
 
Adjustments
 
As Adjusted
 
 
  (In thousands)
 

Current Assets:

                   
 

Cash and cash equivalents

  $ 146,107   $ 2,035  (a) $ 148,142  
 

Receivables

    118,074         118,074  
 

Inventories

    416,282         416,282  
 

Prepaids and other current assets

    34,102     2,781  (b)   36,883  
               
   

Total current assets

    714,565     4,816     719,381  

Long-term assets:

                   
 

Goodwill

    637,394         637,394  
 

Brands

    720,000         720,000  
 

Other intangible assets, net

    151,550         151,550  
 

Property, plant and equipment, net

    192,808         192,808  
 

Deferred financing fees, net

    12,173         12,173  
 

Other long-term assets

    7,225         7,225  
               
   

Total long-term assets

    1,721,150         1,721,150  
               
     

Total assets

  $ 2,435,715   $ 4,816   $ 2,440,531  
               

Current liabilities:

                   
 

Accounts payable

  $ 137,372   $   $ 137,372  
 

Accrued payroll and related liabilities

    30,094         30,094  
 

Accrued interest

    1,768         1,768  
 

Current portion, long-term debt

    1,592         1,592  
 

Deferred revenue and other current liabilities

    71,046         71,046  
               
   

Total current liabilities

    241,872         241,872  

Long-term liabilities:

                   

Long-term debt

    900,290         900,290  

Deferred tax liabilities, net

    286,899     312  (b)   287,211  

Other long-term liabilities

    35,064         35,064  
               
 

Total long-term liabilities

    1,222,253     312     1,222,565  
               
   

Total liabilities

    1,464,125     312     1,464,437  

Stockholders' Equity:

                   
 

Common stock, $0.001 par value, 150,000 shares authorized:

                   
   

Class A

    91     11  (c)   102  
   

Class B

    14     (10 )(c)   4  

Paid-in-capital

    710,480     4,703  (d)   715,183  

Retained earnings

    261,088     (200 )(e)   260,888  

Treasury stock, at cost

    (2,277 )       (2,277 )

Accumulated other comprehensive loss

    2,194         2,194  
               
 

Total stockholders' equity

    971,590     4,504     976,094  
               
   

Total liabilities and stockholders' equity

  $ 2,435,715   $ 4,816   $ 2,440,531  
               

(a)
Reflects adjustments made to cash related to proceeds from 446,911 options exercised at an average exercise price of $5.00 per share net of additional estimated fees of $0.2 million related to this offering, which had not occurred at September 30, 2011.

(b)
Reflects adjustments made to record income tax benefits arising from this offering.

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(c)
As Adjusted shares of Class A common stock outstanding reflects the conversion of 10,204,763 shares of Class B common stock into an equal number of shares of Class A common stock immediately following the consummation of this offering and the exercise of stock options of 446,911 shares of Class A common stock to be sold by selling stockholders in this offering.

 
  September 30, 2011  
 
 
Historical
 
Adjustments
 
As Adjusted
 

Class A:

                   
 

Issued

    91,927     10,652     102,579  
 

Outstanding

    91,158     10,652     101,810  
 

Held in Treasury

    769         769  

Class B:

                   
 

Issued

    13,782     (10,205 )   3,577  
 

Outstanding

    13,782     (10,205 )   3,577  
(d)
Reflects the exercise of stock options of 446,911 shares of Class A common stock to be sold by selling stockholders in this offering.

(e)
Reflects adjustments to retained earnings related to additional expenses of $0.2 million incurred related to this offering, which had not occurred at September 30, 2011.

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SELECTED CONSOLIDATED FINANCIAL DATA

          The selected consolidated financial data presented below as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 are derived from our audited consolidated financial statements and footnotes included in this prospectus. The selected consolidated financial data presented below as of December 31, 2007 and 2006, and for the periods from March 16, 2007 to December 31, 2007 (the "2007 Successor Period" and, collectively with the years ended December 31, 2010, 2009 and 2008, the "Successor Periods") and from January 1, 2007 to March 15, 2007, and for the year ended December 31, 2006, are derived from our audited consolidated financial statements and footnotes, which are not included in this prospectus. The selected consolidated financial data as of December 31, 2006 and for the period January 1, 2007 to March 15, 2007 and for the year ended December 31, 2006 represent the period during which GNC Parent Corporation was owned by an investment fund managed by Apollo Management V, L.P. ("Apollo").

          The selected consolidated financial data presented below for the nine months ended September 30, 2011 and 2010 are derived from our unaudited consolidated financial statements and footnotes included in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, for a fair statement of our financial position and operating results as of and for the nine months ended September 30, 2011 and 2010. Our results for interim periods are not necessarily indicative of our results for a full year of operations.

          Together with our wholly owned subsidiary GNC Acquisition Inc., we entered into the Merger Agreement with GNC Parent Corporation on February 8, 2007. On March 16, 2007, the Merger was consummated. As a result of the Merger, the consolidated statement of operations for the Successor Periods includes the following: interest and amortization expense resulting from the issuance of, or associated with, the Senior Floating Rate Toggle Notes due 2014 (the "Senior Notes"), the 10.75% Senior Subordinated Notes due 2015 (the "Senior Subordinated Notes"), and the Old Senior Credit Facility, and amortization of intangible assets related to the Merger. Further, as a result of purchase accounting, the fair values of our assets on the date of the Merger became their new cost basis.

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

 
  Successor    
  Predecessor  
 
 
Nine
Months
Ended
September 30,
2011
 
Nine
Months
Ended
September 30,
2010
   
   
   
   
   
   
   
 
 
 
Year Ended
December 31,
2010
 
Year Ended
December 31,
2009
 
Year Ended
December 31,
2008
 
March 16-
December 31,
2007
   
 
January 1-
March 15,
2007
 
Year Ended
December 31,
2006
 
 
  (unaudited)
   
   
   
   
   
   
   
 
 
 
(Dollars in millions, except share data)

   
   
 
 
   
   
   
   
   
   
   
   
   
 

Statement of Operations Data:

                                                     

Revenue:

                                                     
 

Retail

  $ 1,153.3   $ 1,031.9   $ 1,344.4   $ 1,256.3   $ 1,219.3   $ 909.3       $ 259.3   $ 1,122.7  
 

Franchising

    251.1     222.4     293.6     264.2     258.0     193.9         47.2     232.3  
 

Manufacturing/Wholesale

    158.2     132.1     184.2     186.5     179.4     119.8         23.3     132.1  
                                       

Total revenue

  $ 1,562.6   $ 1,386.4   $ 1,822.2   $ 1,707.0   $ 1,656.7   $ 1,223.0       $ 329.8   $ 1,487.1  

Cost of sales, including costs of warehousing and distribution, and occupancy

    992.9     893.8     1,179.9     1,116.4     1,082.6     814.2         212.2     983.5  
                                       

Gross profit

    569.7     492.6     642.3     590.6     574.1     408.8         117.6     503.6  

Compensation and related benefits

    219.0     204.7     273.8     263.0     249.8     195.8         64.3     260.8  

Advertising and promotion

    40.0     40.4     51.7     50.0     55.1     35.0         20.5     50.7  

Other selling, general, and administrative

    78.8     69.4     100.7     96.7     98.9     71.5         17.6     94.9  

Other (income) expense(1)

    5.9     5.8     (0.3 )   (0.1 )   0.7     (0.4 )       (0.2 )   0.5  

Strategic alternative costs

            4.0                          

Transaction related costs

    13.0                             34.6      
                                       

Operating income (loss)

    213.0     172.3     212.4     181.0     169.6     106.9         (19.2 )   96.7  

Interest expense, net

    64.5     49.2     65.4     69.9     83.0     75.5         72.8     45.6  
                                       

Income (loss) before income taxes

    148.5     123.1     147.0     111.1     86.6     31.4         (92.0 )   51.1  

Income tax expense (benefit)

    53.9     45.4     50.4     41.6     32.0     12.6         (21.6 )   19.3  
                                       

Net income (loss)

  $ 94.6   $ 77.7   $ 96.6   $ 69.5   $ 54.6   $ 18.8       $ (70.4 ) $ 31.8  
                                       

Weighted average shares outstanding:

                                                     
 

Basic

    98,223     87,350     87,339     87,421     87,761     87,784         50,607     50,532  
 

Diluted

    100,858     88,644     88,917     87,859     87,787     87,784         50,607     52,176  

Net income (loss) per share(2):

                                                     
 

Basic

  $ 0.91   $ 0.72   $ 0.87   $ 0.58   $ 0.43   $ 0.08       $ (1.39 ) $ 0.34  
 

Diluted

  $ 0.89   $ 0.70   $ 0.85   $ 0.58   $ 0.43   $ 0.08       $ (1.39 ) $ 0.32  

Balance Sheet Data (at end of period):

                                                     

Cash and cash equivalents

  $ 146.1   $ 165.2   $ 193.9   $ 89.9   $ 44.3   $ 28.9             $ 25.6  

Working capital(3)

    472.7     489.0     484.5     397.0     306.8     258.1               250.0  

Total assets

    2,435.7     2,407.2     2,425.1     2,318.1     2,293.8     2,239.6               981.7  

Total current and non-current long-term debt

    901.9     1,058.8     1,058.5     1,059.8     1,084.7     1,087.0               857.9  

Preferred stock

        213.0     218.4     197.7     179.3     162.2                

Total stockholders' equity

    971.6     602.2     619.5     534.2     474.5     446.4               (99.0 )

Statement of Cash Flows:

                                                     

Net cash provided by (used in) operating activities

  $ 146.4   $ 97.6   $ 141.5   $ 114.0   $ 77.4   $ 92.0       $ (67.5 ) $ 73.9  

Net cash used in investing activities

    (50.2 )   (21.2 )   (36.1 )   (42.2 )   (60.4 )   (1,672.2 )       (6.2 )   (23.4 )

Net cash (used in) provided by financing activities

    (143.1 )   (1.1 )   (1.5 )   (26.4 )   (1.4 )   1,598.7         58.7     (111.0 )

Other Data:

                                                     

EBITDA(4)

  $ 247.3   $ 206.2   $ 259.4   $ 227.7   $ 212.1   $ 136.9       $ (11.8 ) $ 135.9  

Capital expenditures(5)

    27.8     21.0     32.5     28.7     48.7     28.9         5.7     23.8  

(1)
Other (income) expense includes foreign currency (gain) loss for all periods presented. Other (income) expense for the year ended December 31, 2006 includes a $1.2 million loss on the sale of our Australian manufacturing facility.

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(2)
Includes impact of dividends on shares of our Series A preferred stock, all of which were redeemed in connection with the IPO.

(3)
Working capital represents current assets less current liabilities.

(4)
We define EBITDA as net income before interest expense (net), income tax expense, depreciation and amortization. Management uses EBITDA as a tool to measure operating performance of the business. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, as a measure of our profitability or liquidity.


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

 
  Successor   Predecessor  
 
 
Nine
Months
Ended
September 30,
2011
 
Nine
Months
Ended
September 30,
2010
 
Year Ended
December 31,
2010
 
Year Ended
December 31,
2009
 
Year Ended
December 31,
2008
 
March 16-
December 31,
2007
 
January 1-
March 15,
2007
 
Year Ended
December 31,
2006
 
 
  (unaudited)
   
   
   
   
   
   
 
 
  (dollars in millions)
 

Net income (loss)

  $ 94.6   $ 77.7   $ 96.6   $ 69.5   $ 54.6   $ 18.8   $ (70.4 ) $ 31.8  

Interest expense, net

    64.5     49.2     65.4     69.9     83.0     75.5     72.8     45.6  

Income tax expense (benefit)

    53.9     45.4     50.4     41.6     32.0     12.6     (21.6 )   19.3  

Depreciation and amortization

    34.3     33.9     47.0     46.7     42.5     30.0     7.4     39.2  
                                   

EBITDA

  $ 247.3 (a) $ 206.2 (b) $ 259.4 (c) $ 227.7 (d) $ 212.1 (d) $ 136.9 (d) $ (11.8 )(e) $ 135.9 (f)
                                   

(5)
Capital expenditures for the year ended December 31, 2008 include approximately $10.1 million incurred in conjunction with our store register upgrade program.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          You should read the following discussion in conjunction with "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes thereto. The discussion in this section contains forward-looking statements that involve risks and uncertainties. See "Risk Factors" included in this prospectus for a discussion of important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained herein. We urge you to review the information set forth in "Special Note Regarding Forward-Looking Statements" and "Risk Factors" included in this prospectus.

Business Overview

          We are a global specialty retailer of nutritional supplements, which include VMHS, sports nutrition products, diet products and other wellness products. We derive our revenues principally from product sales through our company-owned stores and online through GNC.com, franchise activities and sales of products manufactured in our facilities to third parties. We sell products through a worldwide network of more than 7,500 locations operating under the GNC brand name.

Revenues and Operating Performance from our Segments

          We measure our operating performance primarily through revenues and operating income from our three segments, Retail, Franchise and Manufacturing/Wholesale, and through the management of unallocated costs from our warehousing, distribution and corporate segments, as follows:

          As described above, our industry is expected to grow at an annual average rate of approximately 4.0% through 2015. Although we do not anticipate the number of our domestic franchise stores to grow substantially, we expect to achieve domestic franchise store revenue growth consistent with projected industry growth, which will be generated by royalties on franchise retail sales and product sales to our existing franchisees. As a result of our efforts to expand our international presence and provisions in our international franchising agreements requiring franchisees to open additional stores, we have increased our international store base in recent periods and expect to continue to increase the number of our international franchise stores over the next five years. We believe this will result in additional franchise fees associated with new store

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openings and increased revenues from product sales to, and royalties from, new franchisees. As our existing international franchisees continue to open additional stores, we also anticipate that franchise revenue from international operations will be driven by increased product sales to, and royalties from, our franchisees. Since our international franchisees pay royalties to us in U.S. dollars, any strengthening of the U.S. dollar relative to our franchisees' local currency may offset some of the growth in royalty revenue.

          A significant portion of our business infrastructure is comprised of fixed operating costs. Our vertically-integrated distribution network and manufacturing capacity can support higher sales volume without significant incremental costs. We therefore expect our operating expenses to grow at a lesser rate than our revenues, resulting in positive operating leverage.

          The following trends and uncertainties in our industry could affect our operating performance as follows:

Executive Overview

          On March 4, 2011, Centers entered into a $1.2 billion term loan facility with a term of seven years (the "Term Loan Facility") and an $80.0 million revolving credit facility with a term of five years (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Credit Facility"). Centers used a portion of the proceeds from the Term Loan Facility to refinance its former indebtedness, including all outstanding indebtedness under its former senior credit facility, consisting of a $675.0 million term loan facility (the "Old Term Loan Facility") and a $60.0 million senior revolving credit facility (the "Old Revolving Credit Facility" and, together with the Old Term Loan Facility, the "Old Senior Credit Facility"), the Senior Notes and the Senior Subordinated Notes, and to pay related fees and expenses. As of the date hereof, the Revolving Credit Facility remains

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undrawn, and we expect that the Revolving Credit Facility will remain undrawn as of the date this offering is consummated. We refer to these transactions and the use of proceeds therefrom collectively as the "Refinancing".

          On April 6, 2011, we completed the IPO pursuant to which 25.875 million shares of Class A common stock were sold at a price of $16.00 per share. We issued and sold 16 million shares and certain of our shareholders sold 9.875 million shares in the IPO. We used the net proceeds from the IPO, together with cash on hand (including additional funds from the Refinancing), to redeem all of our outstanding Series A preferred stock, repay $300.0 million of outstanding borrowings under the Term Loan Facility and pay Sponsor-related obligations of approximately $11.1 million.

          In September 2011, we made wholesale sales into 80 stores through partnerships with major Chinese retailers, including Shanghai Pharma and City Shop. We anticipate that, by the end of October 2011, we will make wholesale sales into approximately 120 stores. We also have a product distribution agreement under which GNC-branded products will be placed in approximately 120 stores of Rich Life, a leading specialty retailer of health and wellness products.

          Additionally, in August 2011, we acquired LuckyVitamin.com, a leading online retailer of health and wellness products, including a wide range of nationally branded nutritional supplements. LuckyVitamin.com generated approximately $43 million in revenue for the twelve months ended September 30, 2011, earning positive EBITDA margin. We expect the acquisition to be accretive, beginning in 2012. The earnings impact in 2011 is expected to be neutral, as positive EBITDA contribution is offset by transaction-related expenses.

          In the first nine months of 2011, we generated 12.7% total revenue growth and positive domestic retail same store sales growth of 9.5%. Adjusting for expenses associated with the Refinancing, the IPO, executive severance and this offering, operating income increased by 32.5% for the first nine months of 2011 compared to the same period in 2010.

          Our 11.8% retail segment revenue growth for the first nine months of 2011 was driven by continued strength in the core product categories of sports and vitamins, and increased revenue from GNC.com. Our domestic retail comparable store sales increased 9.5% in the first nine months of 2011 compared to the same period in 2010. This includes an increase of 38.2% in our GNC.com business. We believe our continued strength in the sports nutrition category reflects favorable macro fitness trends, our customer base and our successful new proprietary product launches. Similarly, vitamin sales have been driven primarily by increases in premium offerings including more than 30 different Vitapaks addressing a wide range of conditions and lifestyles. GNC.com revenue increased by 38.2% in the first nine months of 2011, and we continue to realize benefits from our social media initiatives, including a growing following on Facebook. We also continue to upgrade site content and navigation, further improving our conversion rate. Internationally, the GNC brand continues to gain momentum across 52 franchise countries resulting in growth of both number of stores and retail same store sales. With an additional 112 net new stores added in the first nine months of 2011, we believe this high margin business within the franchise segment will continue to drive growth.

          Our manufacturing strategy is designed to provide our stores with proprietary products at the lowest possible cost, and utilize additional capacity to promote production efficiencies and enhance our position in the third party contract business. Under this strategy, in the first nine months of 2011, we grew third party manufacturing contract sales by 13.5%.

          During the first quarter of 2011, we began making wholesale sales of our proprietary products to Sam's Club and offered select private label products at approximately 600 Sam's Club's locations. The wholesale arrangement supports Sam's Club's increased focus on customers who value health and wellness. This and our other third party wholesale arrangements, such as with

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PetSmart, also increase visibility of our branded product lines and enable us to gain exposure to new customers.

          From a brand marketing standpoint, we are focused on communicating our core "Live Well" theme in both magazine and print. In the first nine months of 2011, we expanded the marketing campaign to include a "best in class" theme. The campaign's branding images reflect our core customer — youthful, athletic, aspirational and goal oriented.

Basis of Presentation

          The accompanying consolidated financial statements and footnotes have been prepared by us in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and with the instructions to Regulation S-K and Regulation S-X. Our normal reporting period is based on a calendar year.

Results of Operations

          The following information presented for the nine months ended September 30, 2011 and 2010 was prepared by management and is unaudited and was derived from our unaudited consolidated financial statements and accompanying notes which are included in this prospectus. In the opinion of management, all adjustments necessary for a fair statement of our financial position and operating results for such periods and as of such dates have been included.

          The following information presented as of December 31, 2010, 2009 and 2008 was derived from our audited consolidated financial statements and accompanying notes which are included in this prospectus.

          As discussed in Note 20, "Segments", to our consolidated financial statements for the year ended December 31, 2010, we evaluate segment operating results based on several indicators. The primary key performance indicators are revenues and operating income or loss for each segment. Revenues and operating income or loss, as evaluated by management, exclude certain items that are managed at the consolidated level, such as warehousing and transportation costs, impairments and other corporate costs. The following discussion compares the revenues and the operating income or loss by segment, as well as those items excluded from the segment totals.

          Same store sales growth reflects the percentage change in same store sales in the period presented compared to the prior year period. Same store sales are calculated on a daily basis for each store and exclude the net sales of a store for any period if the store was not open during the same period of the prior year. We also include internet sales, as generated through GNC.com and www.drugstore.com, in our domestic retail company-owned same store sales calculation. When a store's square footage has been changed as a result of reconfiguration or relocation in the same mall or shopping center, the store continues to be treated as a same store. If, during the period presented, a store was closed, relocated to a different mall or shopping center, or converted to a franchise store or a company-owned store, sales from that store up to and including the closing day or the day immediately preceding the relocation or conversion are included as same store sales as long as the store was open during the same period of the prior year. We exclude from the

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calculation sales during the period presented that occurred on or after the date of relocation to a different mall or shopping center or the date of a conversion.

 
  Nine Months Ended
  Nine Months Ended
  Year Ended
  Year Ended
  Year Ended
 
 
 
September 30, 2011
 
September 30, 2010
 
December 31, 2010
 
December 31, 2009
 
December 31, 2008
 
 
  (unaudited)
   
   
   
   
   
   
 
 
  (Dollars in millions)
 

Statement of Operations data:

                                                             

Revenue:

                                                             
 

Retail

  $ 1,153.3     73.8 % $ 1,031.9     74.4 % $ 1,344.4     73.8 % $ 1,256.3     73.6 % $ 1,219.3     73.6 %
 

Franchising

    251.1     16.1 %   222.4     16.1 %   293.6     16.1 %   264.2     15.5 %   258.0     15.6 %
 

Manufacturing/Wholesale

    158.2     10.1 %   132.1     9.5 %   184.2     10.1 %   186.5     10.9 %   179.4     10.8 %
                                           

Total net revenue

  $ 1,562.6     100.0 % $ 1,386.4     100.0 % $ 1,822.2     100.0 % $ 1,707.0     100.0 % $ 1,656.7     100.0 %
                                           

Operating expenses:

                                                             

Cost of sales, including costs of warehousing and distribution, and occupancy

    992.9     63.5 %   893.8     64.5 %   1,179.9     64.8 %   1,116.4     65.4 %   1,082.6     65.3 %

Compensation and related benefits

    219.0     14.0 %   204.7     14.8 %   273.8     15.0 %   263.0     15.4 %   249.8     15.1 %

Advertising and promotion

    40.0     2.6 %   40.4     2.9 %   51.7     2.8 %   50.0     2.9 %   55.1     3.3 %

Other selling, general, and administrative

    78.8     5.0 %   69.4     5.0 %   92.9     5.1 %   86.9     5.1 %   88.0     5.3 %

Amortization expense

    5.8     0.4 %   5.9     0.4 %   7.8     0.4 %   9.8     0.6 %   10.9     0.7 %

Foreign currency (gain) loss

    0.1     0.0 %   (0.1 )   0.0 %   (0.3 )   0.0 %   (0.1 )   0.0 %   0.7     0.0 %

Transaction related costs

    13.0     0.9 %       0.0 %       0.0 %       0.0 %       0.0 %

Strategic alternative costs

        0.0 %       0.0 %   4.0     0.2 %       0.0 %       0.0 %
                                           

Total operating expenses

    1,349.6     86.4 %   1,214.1     87.6 %   1,609.8     88.3 %   1,526.0     89.4 %   1,487.1     89.7 %
                                           

Operating income:

                                                             
 

Retail

    189.2     12.1 %   147.2     10.6 %   181.9     10.0 %   153.1     9.0 %   140.9     8.5 %
 

Franchising

    83.3     5.3 %   70.5     5.1 %   93.8     5.1 %   80.8     4.7 %   80.8     4.9 %
 

Manufacturing/Wholesale

    61.0     3.9 %   51.1     3.7 %   69.4     3.8 %   73.5     4.3 %   67.4     4.1 %
 

Unallocated corporate and other costs:

                                                             
   

Warehousing and distribution costs

    (45.6 )   -2.9 %   (41.4 )   -3.0 %   (55.0 )   -3.0 %   (53.6 )   -3.1 %   (54.2 )   -3.3 %
   

Corporate costs

    (61.9 )   -4.0 %   (55.1 )   -4.0 %   (77.7 )   -4.3 %   (72.8 )   -4.3 %   (65.3 )   -3.9 %
   

Transaction related costs

    (13.0 )   -0.8 %       0.0 %       0.0 %       0.0 %       0.0 %
                                           
 

Subtotal unallocated corporate and other costs, net

    (120.5 )   -7.7 %   (96.5 )   -7.0 %   (132.7 )   -7.3 %   (126.4 )   -7.4 %   (119.5 )   -7.2 %
                                           

Total Operating income

    213.0     13.6 %   172.3     12.4 %   212.4     11.7 %   181.0     10.6 %   169.6     10.3 %

Interest expense, net

    64.5           49.2           65.4           69.9           83.0        
                                                     

Income before income taxes

    148.5           123.1           147.0           111.1           86.6        

Income tax expense

    53.9           45.4           50.4           41.6           32.0        
                                                     

Net income

  $ 94.6         $ 77.7         $ 96.6         $ 69.5         $ 54.6        
                                                     

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

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Comparison of the Nine Months Ended September 30, 2011 and 2010

          Our consolidated net revenues increased $176.2 million, or 12.7%, to $1,562.6 million for the nine months ended September 30, 2011 compared to $1,386.4 million for the same period in 2010. The increase was the result of increased sales in each of our segments.

          Retail.    Revenues in our Retail segment increased $121.4 million, or 11.8%, to $1,153.3 million for the nine months ended September 30, 2011 compared to $1,031.9 million for the same period in 2010. Domestic retail revenue increased $114.6 million, representing a $90.8 million, or 9.5% increase in our same store sales and a $23.8 million increase from our non-same store sales. The increase was primarily due to sales increases in the sports nutrition and vitamin product categories, and also included an increase in sales from GNC.com of $16.5 million, or 38.2%, to $59.6 million for the first nine months of 2011 compared to $43.1 million for the same period in 2010. The acquisition of LuckyVitamin contributed $3.8 million to the increase in sales. Canadian sales in U.S. dollars increased $3.0 million for the first nine months of 2011 compared to the first nine months of 2010. Canada same store sales decreased and non-same store sales were flat in local currency, which was offset by the effect of the weakening of the U.S. dollar from 2010 to 2011. Our company-owned store base increased by 125 domestic stores to 2,827 compared to 2,702 at September 30, 2010, due to new store openings and franchise store acquisitions. Our Canadian store base remained consistent with 169 stores at each of September 30, 2011 and 2010.

          Franchise.    Revenues in our Franchise segment increased $28.7 million, or 12.9%, to $251.1 million for the nine months ended September 30, 2011 compared to $222.4 million for the same period in 2010. Domestic franchise revenue increased by $14.8 million to $158.9 million for the nine months ended September 30, 2011 compared to $144.1 million for the same period in 2010, primarily due to higher wholesale revenues, royalties and fees. Our domestic franchisees' same store retail sales improved for the first nine months of 2011 by 5.8% compared to the same period in 2010. There were 919 domestic franchise stores at September 30, 2011 compared to 897 stores at September 30, 2010. International franchise revenue increased by $13.9 million, to $92.2 million for the nine months ended September 30, 2011 from $78.3 million, primarily the result of increases in product sales, royalties and fees. Our international franchise store base increased by 148 stores to 1,549 at September 30, 2011 compared to 1,401 at September 30, 2010.

          Manufacturing/Wholesale.    Revenues in our Manufacturing/Wholesale segment, which includes third-party sales from our manufacturing facilities in South Carolina, as well as wholesale sales to Rite Aid, PetSmart, Sam's Club and www.drugstore.com, increased $26.1 million, or 19.7%, to $158.2 million for the nine months ended September 30, 2011 compared to $132.1 million for the same period in 2010. Third party contract manufacturing sales from the South Carolina manufacturing plant increased by $10.1 million or 13.5%.

          Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $99.1 million, or 11.1%, to $992.9 million for the nine months ended September 30, 2011 compared to $893.8 million for the same period in 2010. Consolidated cost of sales, as a percentage of net revenue, was 63.5% and 64.5% for the nine months ended September 30, 2011 and 2010, respectively. The increase in cost of sales was primarily due to higher sales volumes and store counts.

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          Our consolidated SG&A expenses, including compensation and related benefits, advertising and promotion expense, other SG&A expenses and amortization expense, increased $36.2 million, or 11.3%, to $356.6 million, for the nine months ended September 30, 2011 compared to $320.4 million for the same period in 2010. These expenses, as a percentage of net revenue, were 22.8% for the nine months ended September 30, 2011 compared to 23.1% for the same period in 2010.

          Compensation and related benefits.    Compensation and related benefits increased $14.3 million, or 7.0%, to $219.0 million for the nine months ended September 30, 2011 compared to $204.7 million for the same period in 2010. Increases occurred in base wages of $6.5 million to support our increased store base and sales volume, executive severance expense of $3.5 million, incentives of $3.2 million, and other compensation and benefits expense of $1.1 million.

          Advertising and promotion.    Advertising and promotion expenses decreased $0.4 million, or 1.0%, to $40.0 million for the nine months ended September 30, 2011 compared to $40.4 million during the same period in 2010. The decrease in advertising and promotion was primarily the result of lower media advertising expenditures partially offset by an increase in visual merchandising.

          Other SG&A.    Other SG&A expenses, including amortization expense, increased $9.3 million, or 12.4%, to $84.6 million for the nine months ended September 30, 2011 compared to $75.3 million for the same period in 2010. This increase was due to increases in credit card fees of $2.0 million, third party sales commissions of $1.9 million, legal expenses and settlement expenses of $3.5 million and $0.7 million in other SG&A expenses. Additionally, bad debt expense increased $1.2 million, a result of the reversal of a portion of the allowance for bad debt in the nine months ended September 30, 2010.

          Transaction related costs.    In addition to the above, we incurred $13.0 million of non-recurring expenses principally related to the IPO and this offering. These consisted of a payment of $11.1 million for the termination of Sponsor related obligations and other costs of $1.9 million.

          Foreign currency (gain) loss for the nine months ended September 30, 2011 and 2010 resulted primarily from accounts payable activity with our Canadian subsidiary.

          As a result of the foregoing, consolidated operating income increased $40.7 million, or 23.6%, to $213.0 million for the nine months ended September 30, 2011 compared to $172.3 million for the same period in 2010. Operating income, as a percentage of net revenue, was 13.6% and 12.4% for the nine months ended September 30, 2011 and 2010, respectively. Operating income, excluding transaction related costs and executive severance expense, would have been $229.8 million, or 14.7% of revenue, for the period ended September 30, 2011.

          Retail.    Operating income increased $42.0 million, or 28.5%, to $189.2 million for the nine months ended September 30, 2011 compared to $147.2 million for the same period in 2010. The increase was due to higher margin on increased sales and a reduction in advertising expense, partially offset by increases in wages and other selling expenses.

          Franchise.    Operating income increased $12.8 million, or 18.1%, to $83.3 million for the nine months ended September 30, 2011 compared to $70.5 million for the same period in 2010. The increase was due to increased wholesale product sales and royalty income.

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          Manufacturing/Wholesale.    Operating income increased $9.9 million, or 19.2%, to $61.0 million for the nine months ended September 30, 2011 compared to $51.1 million for the same period in 2010. This was primarily due to higher third party revenue from third party manufacturing contracts and contributions from our newer wholesale customers.

          Warehousing and distribution costs.    Unallocated warehousing and distribution costs increased $4.2 million, or 10.0%, to $45.6 million for the nine months ended September 30, 2011 compared to $41.4 million for the same period in 2010. This increase was primarily due to higher fuel costs and additional wages to support higher sales volumes.

          Corporate costs.    Corporate overhead costs increased $6.8 million, or 12.3%, to $61.9 million for the nine months ended September 30, 2011 compared to $55.1 million for the same period in 2010. This increase was due to increases in compensation expense and other general administrative expenses.

          Transaction related costs.    Transaction related costs were $13.0 million for the nine months ended September 30, 2011. These primarily consisted of a payment of $11.1 million for termination of Sponsor related obligations and other costs of $1.9 million.

          Interest expense increased $15.3 million, or 31.2%, to $64.5 million for the nine months ended September 30, 2011 compared to $49.2 million for the same period in 2010. This increase included $23.2 million of expenses related to the Refinancing: $5.8 million in interest rate swap termination costs, $13.4 million of deferred financing fees related to former indebtedness, $1.6 million in original issue discount related to the Senior Toggle Notes, and $2.4 million to defease the former Senior Notes and Senior Toggle Notes. Additionally, we recognized $4.9 million of original issue discount and deferred financing fees expense related to the $300 million pay down of debt in connection with the IPO in the nine months ended September 30, 2011.

          We recognized $53.9 million of income tax expense (or 36.3% of pre-tax income) for the nine months ended September 30, 2011 compared to $45.4 million (or 36.9% of pre-tax income) for the same period in 2010. The 2011 income tax expense includes $2.3 million, or 1.5% of pretax income, related to non deductible costs incurred related to the IPO during the period. Also, the nine months ended September 30, 2011 was offset by $2.6 million, or 1.8%, related to non-recurring tax credits and incentives.

          As a result of the foregoing, consolidated net income increased $16.8 million to $94.6 million for the nine months ended September 30, 2011 compared to $77.7 million for the same period in 2010. Net income for the nine months ended September 30, 2011 includes $30.7 million of transaction related costs, net of tax effect, related to the Refinancing, the IPO, this offering, and executive severance. For the nine months ended September 30, 2011, net income excluding transaction related costs related to the Refinancing, the IPO, this offering, and executive severance, net of tax effect, would have been $125.3 million.

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Comparison of the Years Ended December 31, 2010 and 2009

          Our consolidated net revenues increased $115.2 million, or 6.7%, to $1,822.2 million for the year ended December 31, 2010 compared to $1,707.0 million for the same period in 2009. The increase was the result of increased sales in our Retail and Franchise segments, partially offset by a decline in our Manufacturing/Wholesale segment.

          Retail.    Revenues in our Retail segment increased $88.1 million, or 7.0%, to $1,344.4 million for the year ended December 31, 2010 compared to $1,256.3 million for the same period in 2009. Domestic retail revenue increased $64.8 million as a result of an increase in our same store sales and $17.1 million in our non-same store sales. The same store sales increase includes GNC.com revenue, which increased $12.2 million, or 26.2%, to $59.0 million, compared to $46.8 million in 2009. Sales increases occurred primarily in the vitamin and sports nutrition categories. Our domestic company-owned same store sales, including our internet sales, improved by 5.6% for the year ended December 31, 2010 compared to the same period in 2009. Canadian retail revenue increased by $6.1 million in U.S. dollars, primarily due to the weakening of the U.S. dollar from 2009 to 2010. In local currency, Canadian retail revenue declined by CAD $3.3 million. This decline was primarily a result of a CAD $5.6 million, or 5.7%, decline in company-owned same store sales, partially offset by an increase of CAD $2.3 million in non-same store sales. Our company-owned store base increased by 83 domestic stores to 2,748 compared to 2,665 at December 31, 2009, primarily due to new store openings and franchise store acquisitions, and by two Canadian stores to 169 at December 31, 2010 compared to 167 at December 31, 2009.

          Franchise.    Revenues in our Franchise segment increased $29.4 million, or 11.1%, to $293.6 million for the year ended December 31, 2010 compared to $264.2 million for the same period in 2009. Domestic franchise revenue increased by $7.2 million, or 4.0%, to $185.9 million in 2010, compared to $178.7 million in 2009, primarily due to higher wholesale revenues and fees. There were 903 stores at December 31, 2010 compared to 909 stores at December 31, 2009. International franchise revenue increased by $22.2 million, or 25.8%, to $107.6 million in 2010, compared to $85.5 million in 2009, primarily the result of increases in product sales and royalties. Our international franchise store base increased by 130 stores to 1,437 at December 31, 2010 compared to 1,307 at December 31, 2009.

          Manufacturing/Wholesale.    Revenues in our Manufacturing/Wholesale segment, which includes third-party sales from our manufacturing facility in South Carolina, as well as wholesale sales to Rite Aid, www.drugstore.com and PetSmart, decreased $2.3 million, or 1.2%, to $184.2 million for the year ended December 31, 2010 compared to $186.5 million for 2009. Third-party sales decreased in the South Carolina manufacturing plant by $15.3 million due primarily to our transition from low margin commodity products to higher margin, specialty product contracts and other revenue decreased by $1.1 million. This was partially offset by an increase in wholesale revenue of $14.1 million.

          Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $63.5 million, or 5.7%, to $1,179.9 million for the year ended December 31, 2010 compared to $1,116.4 million for the same period in 2009. Consolidated cost of sales, as a percentage of net revenue, was 64.8% for the year ended December 31, 2010 compared to 65.4% for the year ended December 31, 2009. Consolidated cost of sales increased primarily due to higher sales volumes, higher lease related costs as a result of operating 85 more stores at December 31, 2010 than 2009, and higher fulfillment costs related to increased web sales.

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          Our consolidated SG&A expenses, including compensation and related benefits, advertising and promotion expense, other SG&A expenses and amortization expense, increased $20.5 million, or 5.1%, to $430.2 million, for the year ended December 31, 2010 compared to $409.7 million for the same period in 2009. These expenses, as a percentage of net revenue, were 23.6% for the year ended December 31, 2010 compared to 24.0% for the year ended December 31, 2009.

          Compensation and related benefits.    Compensation and related benefits increased $10.8 million, or 4.1%, to $273.8 million for the year ended December 31, 2010 compared to $263.0 million for the same period in 2009. The increase was due to increases of: (1) $8.9 million in base wages and related payroll taxes to support our increased store base and sales volume and to comply with the increases in minimum wage rates; (2) $1.0 million in health insurance costs; and (3) $0.9 million in other compensation expenses.

          Advertising and promotion.    Advertising and promotion expenses increased $1.7 million, or 3.4%, to $51.7 million for the year ended December 31, 2010 compared to $50.0 million during the same period in 2009. Advertising expense increased primarily as a result of increases in media and production costs of $1.4 million, in store signage costs of $1.3 million and other advertising costs of $0.9 million, partially offset by decreases in print advertising costs of $1.9 million.

          Other SG&A.    Other SG&A expenses, including amortization expense, increased $4.0 million, or 4.1%, to $100.7 million for the year ended December 31, 2010 compared to $96.7 million for the year ended December 31, 2009. Increases in other SG&A expenses included telecom expenses of $1.1 million, commissions of $2.1 million, credit card fees of $1.6 million and other expense of $2.9 million. These were partially offset by decreases in amortization and depreciation expenses of $3.0 million and bad debt expense of $0.7 million.

          Strategic alternative costs.    In addition to the above, we incurred $4.0 million of non-recurring expenses principally related to the exploration of strategic alternatives.

          Foreign currency (loss) gain for the years ended December 31, 2010 and 2009 resulted primarily from accounts payable activity with our Canadian subsidiary. We recognized income of $0.3 million and $0.1 million for the years ended December 31, 2010 and 2009, respectively.

          As a result of the foregoing, consolidated operating income increased $31.4 million, or 17.3%, to $212.4 million for the year ended December 31, 2010 compared to $181.0 million for the same period in 2009. Operating income, as a percentage of net revenue, was 11.7% and 10.6% for the years ended December 31, 2010 and 2009, respectively.

          Retail.    Operating income increased $28.8 million, or 18.8%, to $181.9 million for the year ended December 31, 2010 compared to $153.1 million for the same period in 2009. The increase was primarily the result of higher dollar margins on increased sales volumes offset by increases in occupancy costs, compensation costs and other SG&A expenses.

          Franchise.    Operating income increased $13.0 million, or 16.1%, to $93.8 million for the year ended December 31, 2010 compared to $80.8 million for the same period in 2009. This increase was due to increases in royalty income, franchise fees, higher dollar margins on increased product sales to franchisees and reductions in bad debt expenses and amortization expense.

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          Manufacturing/Wholesale.    Operating income decreased $4.1 million, or 5.6%, to $69.4 million for the year ended December 31, 2010 compared to $73.5 million for the same period in 2009. This decrease was primarily the result of lower dollar margins on decreased sales volumes from our South Carolina manufacturing facility.

          Warehousing and Distribution Costs.    Unallocated warehousing and distribution costs increased $1.4 million, or 2.6%, to $55.0 million for the year ended December 31, 2010 compared to $53.6 million for the same period in 2009. The increase in costs was primarily due to increases in distribution wages and fuel costs.

          Corporate Costs.    Corporate overhead costs increased $4.9 million, or 6.7%, to $77.7 million for the year ended December 31, 2010 compared to $72.8 million for the same period in 2009. This increase was due to increases in compensation expenses, incentives and health insurance costs offset by decreases in other SG&A expenses. In addition, we incurred $4.0 million of non-recurring expenses principally related to the exploration of strategic alternatives.

          Interest expense decreased $4.5 million, or 6.4%, to $65.4 million for the year ended December 31, 2010 compared to $69.9 million for the same period in 2009. This decrease was primarily attributable to decreases in interest rates on the variable portion of our debt in 2010 compared to 2009.

          We recognized $50.4 million of income tax expense (or 34.3% of pre-tax income) during the year ended December 31, 2010 compared to $41.6 million (or 37.4% of pre-tax income) for the same period in 2009. During 2010, we recorded a valuation allowance adjustment of $3.1 million, which reduced income tax expense. This valuation allowance adjustment reflected a change in circumstances that caused a change in judgment about the realizability of certain deferred tax assets related to state net operating losses. As a result of being able to fully utilize our remaining federal net operating losses in 2009, we were able to realize additional federal income tax benefits during 2010 related to certain federal tax credits and incentives.

          As a result of the foregoing, consolidated net income increased $27.1 million to $96.6 million for the year ended December 31, 2010 compared to $69.5 million for the same period in 2009.

Comparison of the Years Ended December 31, 2009 and 2008

          Our consolidated net revenues increased $50.3 million, or 3.0%, to $1,707.0 million for the year ended December 31, 2009 compared to $1,656.7 million for the same period in 2008. The increase was the result of increased sales in all of our segments.

          Retail.    Revenues in our Retail segment increased $37.0 million, or 3.0%, to $1,256.3 million for the year ended December 31, 2009 compared to $1,219.3 million for the same period in 2008. The increase from 2008 to 2009 included an increase of $31.6 million in our same store sales and an increase of $5.9 million in our non-same store sales. The same store sales increase includes GNC.com revenue, which increased $10.8 million, or 29.9%, to $46.8 million, compared to $36.0 million in 2008. Sales increases occurred in the major product categories of VMHS and sports nutrition. Our domestic company-owned same store sales, including our internet sales,

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improved by 2.8% for the year ended December 31, 2009 compared to 2008. For the year ended December 31, 2009, Canadian retail revenue decreased by $0.5 million in U.S. dollars, primarily due to the volatility of the U.S. dollar. In local currency, however, Canadian retail revenue increased by CAD $6.3 million. This increase was primarily a result of an increase of CAD $0.7 million, or 0.8%, in company-owned same store sales, and an increase of CAD $5.6 million in our non-same store sales. Our company-owned store base increased by 51 domestic stores to 2,665 compared to 2,614 at December 31, 2008, primarily due to new store openings and franchise store acquisitions, and by seven Canadian stores to 167 at December 31, 2009 compared to 160 at December 31, 2008, primarily due to new store openings.

          Franchise.    Revenues in our Franchise segment increased $6.2 million, or 2.4%, to $264.2 million for the year ended December 31, 2009 compared to $258.0 million for the same period in 2008. Domestic franchise revenue decreased by $1.4 million, to $178.7 million in 2009, compared to $180.1 million in 2008, as increased product sales were more than offset by lower franchise fee revenue. Domestic royalty income was flat despite operating 45 fewer stores during 2009 compared to 2008. There were 909 stores at December 31, 2009 compared to 954 stores at December 31, 2008. International franchise revenue increased by $7.6 million for the year ended December 31, 2009 as a result of increases in product sales, partially offset by lower franchise fee revenue. International royalty income increased $0.5 million for the 2009 period compared to the 2008 period as sales increases in our franchisees' respective local currencies were impacted by the strengthening of the U.S. dollar from 2008 to 2009. Our international franchise store base increased by 117 stores to 1,307 at December 31, 2009 compared to 1,190 at December 31, 2008.

          Manufacturing/Wholesale.    Revenues in our Manufacturing/Wholesale segment, which includes third-party sales from our manufacturing facility in South Carolina, as well as wholesale sales to Rite Aid and www.drugstore.com, increased $7.1 million, or 4.0%, to $186.5 million for the year ended December 31, 2009 compared to $179.4 million for 2008. Sales increased in the South Carolina plant by $4.4 million, and revenues associated with Rite Aid increased by $1.4 million. This increase was due to increases in wholesale and consignment sales to Rite Aid of $4.6 million, partially offset by lower initial and renewal license fee revenue of $3.2 million as a result of Rite Aid opening 197 fewer store-within-a-stores in 2009 compared to 2008. In addition, sales to www.drugstore.com increased by $1.3 million in 2009 compared to 2008.

          Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $33.8 million, or 3.1%, to $1,116.4 million for the year ended December 31, 2009 compared to $1,082.6 million for the same period in 2008. Consolidated cost of sales, as a percentage of net revenue, was 65.4% for the year ended December 31, 2009 compared to 65.3% for the year ended December 31, 2008. The increase in cost of sales was due primarily to increased products costs resulting from higher sales volumes and raw material costs and increased occupancy costs resulting from higher depreciation expense and lease-related costs.

          Our consolidated SG&A expenses, including compensation and related benefits, advertising and promotion expense, other SG&A expenses and amortization expense, increased $5.9 million, or 1.5%, to $409.7 million, for the year ended December 31, 2009 compared to $403.8 million for the same period in 2008. These expenses, as a percentage of net revenue, were 24.0% for the year ended December 31, 2009 compared to 24.4% for the year ended December 31, 2008.

          Compensation and related benefits.    Compensation and related benefits increased $13.2 million, or 5.3%, to $263.0 million for the year ended December 31, 2009 compared to

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$249.8 million for the same period in 2008. The increase was due to increases of: (1) $8.5 million in base wages to support our increased store base and sales volume and to comply with the increases in minimum wage rates; (2) $1.4 million in health insurance costs; (3) $1.2 million in commissions and incentive expense; and (4) $1.0 million in other wage related expenditures. In addition, 2008 expenses included a $1.1 million reduction in base wages due to a change in our vacation policy effective March 31, 2008.

          Advertising and promotion.    Advertising and promotion expenses decreased $5.1 million, or 9.1%, to $50.0 million for the year ended December 31, 2009 compared to $55.1 million during the same period in 2008. Advertising expense decreased primarily as a result of decreases in media costs of $2.3 million and print advertising costs of $3.4 million, partially offset by increases in other advertising costs of $0.6 million.

          Other SG&A.    Other SG&A expenses, including amortization expense, decreased $2.2 million or 2.3%, to $96.7 million for the year ended December 31, 2009 compared to $98.9 million for the year ended December 31, 2008. Decreases in bad debt expense of $2.3 million, amortization expense of $1.2 million and other selling expenses of $0.3 million were partially offset by increases in telecommunications expenses of $1.9 million due to the installation of a new point-of-sale register system in 2008 and professional fees of $0.8 million. In addition, 2009 other SG&A includes a $1.1 million gain from proceeds received from the Visa/Mastercard antitrust litigation settlement.

          Foreign currency (loss) gain for the years ended December 31, 2009 and 2008 resulted primarily from accounts payable activity with our Canadian subsidiary. We recognized income of $0.1 million for the year ended December 31, 2009 and a loss of $0.7 million for the year ended December 31, 2008.

          As a result of the foregoing, consolidated operating income increased $11.4 million, or 6.7%, to $181.0 million for the year ended December 31, 2009 compared to $169.6 million for the same period in 2008. Operating income, as a percentage of net revenue, was 10.6% for the year ended December 31, 2009 and 10.2% for the year ended December 31, 2008.

          Retail.    Retail operating income increased $12.2 million, or 8.7%, to $153.1 million for the year ended December 31, 2009 compared to $140.9 million for the same period in 2008. The increase was primarily the result of higher dollar margins on increased sales volumes and reduced advertising spending, partially offset by increases in occupancy costs, compensation costs and other SG&A expenses.

          Franchise.    Franchise operating income is unchanged at $80.8 million for each of the years ended December 31, 2009 and 2008.

          Manufacturing/Wholesale.    Manufacturing/Wholesale operating income increased $6.1 million, or 9.0%, to $73.5 million for the year ended December 31, 2009 compared to $67.4 million for the same period in 2008. This increase was primarily the result of increased margins from our South Carolina manufacturing facility, partially offset by decreases in Rite Aid license fee revenue.

          Warehousing and Distribution Costs.    Unallocated warehousing and distribution costs decreased $0.6 million, or 1.3%, to $53.6 million for the year ended December 31, 2009 compared to $54.2 million for the same period in 2008. The decrease was primarily due to decreases in fuel costs.

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          Corporate Costs.    Corporate overhead costs increased $7.5 million, or 11.7%, to $72.8 million for the year ended December 31, 2009 compared to $65.3 million for the same period in 2008. The increase was primarily due to an increase in compensation expense and professional fees in 2009. In addition, 2008 compensation expense includes a $1.1 million reduction due to a change in our vacation policy effective March 31, 2008.

          Interest expense decreased $13.1 million, or 15.7%, to $69.9 million for the year ended December 31, 2009 compared to $83.0 million for the same period in 2008. This decrease was primarily attributable to decreases in interest rates on our variable rate debt in 2009 compared to 2008 and $25.3 million in principal payments during 2009, compared to $8.0 million in principal payments in 2008.

          We recognized $41.6 million of income tax expense (or 37.4% of pre-tax income) during the year ended December 31, 2009 compared to $32.0 million (or 36.9% of pre-tax income) for the same period of 2008. For the year ended December 31, 2009, a $0.5 million discrete tax benefit was recorded while a $2.0 million discrete tax benefit was recorded for the year ended December 31, 2008.

          As a result of the foregoing, consolidated net income increased $14.9 million to $69.5 million for the year ended December 31, 2009 compared to $54.6 million for the same period in 2008.

Liquidity and Capital Resources

          At September 30, 2011, we had $146.1 million in cash and cash equivalents and $472.7 million in working capital, compared with $193.9 million in cash and cash equivalents and $484.5 million in working capital at December 31, 2010. The $11.8 million decrease in our working capital was primarily driven by a decrease in our cash which was used to repay indebtedness in connection with each of the Refinancing and the IPO, and an increase in accounts payable due to timing of payments, offset by an increase in our inventory levels due to volume.

          At December 31, 2010, we had $193.9 million in cash and cash equivalents and $484.5 million in working capital, compared to $89.9 million in cash and cash equivalents and $397.0 million in working capital at December 31, 2009. The $87.5 million increase in our working capital was driven by increases in our inventory, accounts receivable and cash, and a decrease in our accrued interest. This was offset by increases in our current portion of long-term debt and accrued payroll and related liabilities.

          At December 31, 2009, we had $89.9 million in cash and cash equivalents and $397.0 million in working capital compared to $44.3 million in cash and cash equivalents and $306.8 million in working capital at December 31, 2008. The $90.2 million increase in our working capital was driven by increases in our inventory and cash and a decrease in our accrued interest, accounts payable and current portion of long-term debt. This was partially offset by a decrease in our deferred taxes.

          We expect to fund our operations through internally generated cash and, if necessary, from borrowings under the Revolving Credit Facility. At September 30, 2011, we had $71.8 million available under the Revolving Credit Facility, after giving effect to $8.2 million utilized to secure letters of credit.

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          We expect that our primary uses of cash in the near future will be for purposes of fulfilling debt service requirements, capital expenditures and working capital requirements. In July 2009, Centers' board of directors declared a $13.6 million dividend to our indirect wholly owned subsidiary, GNC Corporation, with a payment date of August 30, 2009. Those funds were then dividended to and are currently held by us. In March 2010, Centers' board of directors declared and paid a $28.4 million dividend to its direct parent company, GNC Corporation. Those funds were then dividended to and are currently held by us. Each dividend was paid with cash generated from operations. In addition, Centers used a portion of the net proceeds of the Refinancing, together with cash on hand, to pay a dividend to us of $185 million and contribute $85 million to GNC Funding, which amount GNC Funding then loaned to us. Although the Senior Credit Facility has similar exceptions to the payment of cash dividends as the exceptions provided in the Old Senior Credit Facility, the payment of the $185 million dividend was a specific exception available in connection with the Refinancing.

          We currently anticipate that cash generated from operations, together with amounts available under the Revolving Credit Facility, will be sufficient for the term of the facility, which matures on March 15, 2016, to meet our operating expenses, capital expenditures and debt service obligations as they become due. However, our ability to make scheduled payments of principal on, to pay interest on or to refinance our debt and to satisfy our other debt obligations will depend on our future operating performance, which will be affected by general economic, financial and other factors beyond our control. We are currently in compliance with our debt covenant reporting and compliance obligations under the Senior Credit Facility.

Cash Provided by Operating Activities

          Cash provided by operating activities was $146.4 million and $97.6 million for the nine months ended September 30, 2011 and 2010, respectively. The increase was due primarily to the increase in net income of $16.8 million and an increase in accounts payable of $32.4 million due to timing of payments, offset by an increase in inventory of $31.8 million due to sales volume.

          Cash provided by operating activities was $141.5 million, $114.0 million and $77.4 million during the years ended December 31, 2010, 2009 and 2008, respectively. The changes between each of the periods were primarily due to changes in net income and in working capital accounts. Net income increased $27.0 million for the year ended December 31, 2010 compared to the same period in 2009. Net income increased $14.8 million for the year ended December 31, 2009 compared to the same period in 2008.

          For the year ended December 31, 2010, inventory increased $26.3 million compared to the same period in 2009 as a result of increases in our finished goods and a decrease in our reserves. Accounts receivable increased $8.8 million, primarily due to increased sales to franchisees. Accrued liabilities increased by $9.9 million, primarily due to increased deferred revenue.

          For the year ended December 31, 2009, inventory increased $15.7 million, as a result of increases in our finished goods and a decrease in our reserves. Accounts payable decreased $28.1 million, primarily due to the timing of disbursements. Accrued liabilities increased by $2.1 million, primarily the result of increased deferred revenue.

          For the year ended December 31, 2008, inventory increased $48.2 million, as a result of increases in our finished goods and work in process inventories. Accounts payable increased $22.1 million, primarily the result of increases in inventory. Accrued liabilities decreased by $16.1 million, primarily the result of decreases in accrued payroll related to the timing of the pay with year end.

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Cash Used in Investing Activities

          We used cash for investing activities of $50.2 million and $21.2 million for the nine months ended September 30, 2011 and 2010, respectively. Capital expenditures, which were primarily for new stores, improvements to our retail stores and our South Carolina manufacturing facility and corporate information systems, were $27.8 million and $21.0 million for the nine months ended September 30, 2011 and 2010, respectively. Also, during the nine months ended September 30, 2011, we used approximately $21 million for the purchase of LuckyVitamin.

          We used cash from investing activities of $36.1 million, $42.2 million and $60.4 million for the years ended December 31, 2010, 2009 and 2008, respectively. We used cash of $3.1 million, $11.3 million and $10.8 million for the years ended December 31, 2010, 2009 and 2008, respectively, related to payments to former stockholders in connection with the Merger. Capital expenditures, which were primarily for improvements to our retail stores and our South Carolina manufacturing facility and which represent the majority of our remaining cash used in investing activities, were $32.5 million, $28.7 million and $48.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. In 2008, we invested $1.0 million in the purchase of certain intangible assets from a third-party.

          Our capital expenditures typically consist of certain periodic updates in our company-owned stores and ongoing upgrades and improvements to our manufacturing facilities.

          In each of 2011 and 2012, we expect our capital expenditures to range between $40 and $50 million, which includes costs associated with growing our domestic square footage. We anticipate funding our 2011 capital requirements with cash flows from operations and, if necessary, borrowings under the Senior Credit Facility.

Cash Used in Financing Activities

          For the nine months ended September 30, 2011, we used cash of $143.1 million, primarily due to repayment of indebtedness in connection with each of the Refinancing and the IPO. We borrowed $1,196.2 million under the Senior Credit Facility, and utilized a portion of the funds to repay $644.4 million under the Old Senior Credit Facility, $300.0 million for the redemption of the Senior Notes, and $110.0 million for the redemption of the Senior Subordinated Notes. We received net proceeds from the IPO of $237.3 million and used these proceeds, together with cash on hand, to redeem all of the outstanding Class A Preferred Stock and repay $300.0 million of the Senior Credit Facility. Additionally, we paid $17.4 million for fees associated with the Refinancing. For the nine months ended September 30, 2010 we used cash of $1.1 million, primarily for a payment of $1.3 million on long-term debt, which was partially offset by an issuance of new equity for $0.2 million in connection with the exercise of outstanding stock options.

          We used cash of $1.7 million in 2010 for payments on long-term debt.

          We used cash of $25.3 million in 2009 for payments on long-term debt, including $3.8 million for an excess cash payment in March 2009 under the requirements of the Old Senior Credit Facility. In addition, we repaid the outstanding $5.4 million balance on the Old Revolving Credit Facility in May 2009 and made $14.0 million in optional repayments on the Old Term Loan Facility ($9.0 million in June 2009 and $5.0 million in December 2009).

          We used cash from financing activities of $8.0 million in 2008 for required payments on long-term debt and received $5.4 million from borrowings on the Old Revolving Credit Facility.

          The following is a summary of our debt:

          Senior Credit Facility.    On March 4, 2011, Centers entered into the Senior Credit Facility, consisting of the Term Loan Facility and the Revolving Credit Facility. For a summary of the Senior

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Credit Facility, see "Description of Certain Debt — Senior Credit Facility". As of September 30, 2011, we believe that we are in compliance with all covenants under the Senior Credit Facility. As of September 30, 2011, $8.2 million of the Revolving Credit Facility was pledged to secure letters of credit.

          In connection with the Refinancing, Centers used a portion of the net proceeds from the Term Loan Facility to refinance its former indebtedness, including all outstanding indebtedness under the Old Senior Credit Facility, the Senior Notes and the Senior Subordinated Notes.

          Old Senior Credit Facility.    The Old Senior Credit Facility consisted of the Old Term Loan Facility and the Old Revolving Credit Facility. As of December 31, 2010 and 2009, $8.8 million and $7.9 million were pledged to secure letters of credit, respectively. The Old Senior Credit Facility permitted us to prepay a portion or all of the outstanding balance without incurring penalties (except LIBOR breakage costs). GNC Corporation, our indirect wholly owned subsidiary, and Centers' then existing indirect domestic subsidiaries guaranteed Centers' obligations under the Old Senior Credit Facility. In addition, the Old Senior Credit Facility was collateralized by first priority pledges (subject to permitted liens) of Centers' equity interests and the equity interests of Centers' domestic subsidiaries.

          All borrowings under the Old Senior Credit Facility bore interest, at our option, at a rate per annum equal to (i) the higher of (x) the prime rate (as publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect) and (y) the federal funds effective rate, plus 0.50% per annum plus, at December 31, 2010, in each case, applicable margins of 1.25% per annum for the Old Term Loan Facility and 1.0% per annum for the Old Revolving Credit Facility or (ii) adjusted LIBOR plus 2.25% per annum for the Old Term Loan Facility and 2.0% per annum for the Old Revolving Credit Facility. In addition to paying interest on outstanding principal under the Old Senior Credit Facility, we were required to pay a commitment fee to the lenders under the Old Revolving Credit Facility in respect of unutilized revolving loan commitments at a rate of 0.50% per annum.

          Senior Notes.    In connection with the Merger, Centers completed a private offering of $300.0 million of its Senior Notes. Interest on the Senior Notes was payable semi-annually in arrears on March 15 and September 15 of each year. Interest on the Senior Notes accrued at a variable rate and was 5.8% at December 31, 2010. The Senior Notes were Centers' senior non-collateralized obligations and were effectively subordinated to all of Centers' existing collateralized debt, including the Old Senior Credit Facility, to the extent of the assets securing such debt, ranked equally with all of Centers' existing non-collateralized senior debt and ranked senior to all Centers' existing senior subordinated debt, including the Senior Subordinated Notes. The Senior Notes were guaranteed on a senior non-collateralized basis by each of Centers' then existing domestic subsidiaries (as defined in the Senior Notes indenture).

          Senior Subordinated Notes.    In connection with the Merger, Centers completed a private offering of $110.0 million of Centers' Senior Subordinated Notes. The Senior Subordinated Notes were Centers' senior subordinated non-collateralized obligations and were subordinated to all its existing senior debt, including the Old Senior Credit Facility and the Senior Notes, and ranked equally with all of Centers' existing senior subordinated debt and ranked senior to all Centers' existing subordinated debt. The Senior Subordinated Notes were guaranteed on a senior subordinated non-collateralized basis by each of Centers' then existing domestic subsidiaries (as defined in the Senior Subordinated Notes indenture). Interest on the Senior Subordinated Notes accrued at the rate of 10.75% per year from March 16, 2007 and was payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2007.

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Contractual Obligations

          The following table summarizes our future minimum non-cancelable contractual obligations at March 31, 2011 assuming the completion of the IPO and application of a portion of the net proceeds there from to repay approximately $300.0 million of the Term Loan Facility.

 
  Payments due by period  
 
 
Total
 
Less than
1 year
 
1-3 years
 
4-5 years
 
After 5 years
 
 
  (in millions)
 

Long-term debt obligations(1)

  $ 905.4   $ 1.6   $ 3.6   $ 0.2   $ 900.0  

Scheduled interest payments(2)

    275.4     39.9     79.1     39.4     117.0  

Operating lease obligations(3)

    440.7     112.9     157.2     92.2     78.4  

Purchase commitments(4)(5)

    10.5     8.2     1.3     1.0      
                       

  $ 1,632.0   $ 162.6   $ 241.2   $ 132.8   $ 1,095.4  
                       

(1)
These balances consist of the following debt obligations: (a) $0.9 billion for the Senior Credit Facility, based on a variable interest rate; and (b) $5.4 million for our mortgage with a fixed interest rate. Repayment of the Senior Credit Facility represents the balance remaining after a $300.0 million payment in April 2011 and does not take into account any unscheduled payments that may occur due to our future cash positions.

(2)
The interest that will accrue on the long-term obligations includes variable rate payments, which are estimated using the associated LIBOR index as of March 31, 2011. Interest under the Senior Credit Facility currently accrues based on one month LIBOR.

(3)
These balances consist of the following operating leases: (a) $420.5 million for company-owned retail stores; (b) $66.9 million for franchise retail stores, which is offset by $66.9 million of sublease income from franchisees; and (c) $20.2 million relating to various leases for tractors/trailers, warehouses, automobiles, and various equipment at our facilities. Operating lease obligations exclude insurance, taxes, maintenance, percentage rent and other costs. These amounts are subject to fluctuation from year to year. For the year ended December 31, 2010, and for the three months ended March 31, 2011, these amounts collectively represented approximately 36% of the aggregate costs associated with our company-owned retail store operating leases.

(4)
This balance consists of $10.5 million of advertising.

(5)
We are unable to make a reasonably reliable estimate as to when cash settlement with taxing authorities may occur for our unrecognized tax benefits. Also, included in our consolidated balance sheet are rent escalation liabilities, and we are unable to estimate the timing of these payments. Therefore, these long term liabilities are not included in the table above.

          As of September 30, 2011, there were no material changes in our contractual obligations as set forth in the table above.

          In addition to the contractual obligations set forth in the table above, we have entered into employment agreements with certain executives that provide for compensation and certain other benefits. Under certain circumstances, including a change of control, some of these agreements provide for severance or other payments, if those circumstances would ever occur during the term of the employment agreement.

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          On March 4, 2011, Centers entered into the Senior Credit Facility. In connection with the Refinancing, Centers used a portion of the net proceeds from the Term Loan Facility to refinance the Old Senior Credit Facility, the Senior Notes and the Senior Subordinated Notes.

Off Balance Sheet Arrangements

          As of September 30, 2011 and 2010, and December 31, 2010 and 2009, we had no relationships with unconsolidated entities or financial partnerships, such 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. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Quantitative and Qualitative Disclosures About Market Risk

          Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. Changes in these factors could cause fluctuations in the results of our operations and cash flows. In the ordinary course of business, we are primarily exposed to foreign currency and interest rate risks. We do not use derivative financial instruments in connection with these commodity market risks.

          We are exposed to market risks from interest rate changes on Centers' variable rate debt. Although changes interest rates do not impact our operating income, the changes could affect the fair value of our interest rate swaps and interest payments.

Foreign Currency Exchange Rate Market Risk

          We are subject to the risk of foreign currency exchange rate changes in the conversion from local currencies to the U.S. dollar of the reported financial position and operating results of our non-U.S. based subsidiaries. We are also subject to foreign currency exchange rate changes for purchases of goods and services that are denominated in currencies other than the U.S. dollar. The primary currency to which we are exposed to fluctuations is the Canadian Dollar. The fair value of our net foreign investments and our foreign denominated payables would not be materially affected by a 10% adverse change in foreign currency exchange rates for the periods presented.

Interest Rate Market Risk

          A portion of Centers' debt is subject to changing interest rates. Although changes in interest rates do not impact our operating income, the changes could affect the fair value of such debt and related interest payments. Based on the Company's variable rate debt balance as of September 30, 2011, a 1% change in interest rates would have no impact on interest expense due to an interest rate floor that exists on the Senior Credit Facility.

Effect of Inflation

          Inflation generally affects us by increasing costs of raw materials, labor and equipment. We do not believe that inflation had any material effect on our results of operations in the periods presented in our consolidated financial statements.

Critical Accounting Estimates

          You should review the significant accounting policies described in the notes to our consolidated financial statements under the heading "Basis of Presentation and Summary of Significant Accounting Policies" included in this prospectus.

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Use of Estimates

          Certain amounts in our financial statements require management to use estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Our accounting policies are described in the notes to our consolidated financial statements under the heading "Basis of Presentation and Summary of Significant Accounting Policies" included elsewhere in this prospectus. Our critical accounting policies and estimates are described in this section. An accounting estimate is considered critical if:

Management believes that the accounting estimates used are appropriate and the resulting balances are reasonable. However, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Revenue Recognition

          We operate primarily as a retailer, through company-owned stores, franchise stores and, to a lesser extent, as a wholesaler. On December 28, 2005, we started recognizing revenue through product sales on our website, GNC.com. We apply the provisions of the standard on revenue recognition, which requires the following:

          We recognize revenues in our Retail segment at the moment a sale to a customer is recorded. Gross revenues are reduced by actual customer returns and a provision for estimated future customer returns, which is based on management's estimates after a review of historical customer returns. These estimates are based on historical sales return data, applied to current period sales subject to returns provisions per our company policy. Our customer returns allowance was $2.2 million and $2.4 million at December 31, 2010 and December 31, 2009, respectively. The impact of customer returns on revenue was immaterial for each of the years ended December 31, 2010, 2009 and 2008. We recognize revenues on product sales to franchisees and other third parties when the risk of loss, title and insurable risks have transferred to the franchisee or third-party. We recognize revenues from franchise fees at the time a franchise store opens or at the time of franchise renewal or transfer, as applicable.

Inventories

          Where necessary, we adjust the carrying value of our inventory to the lower of cost or net realizable value. These estimates require us to make approximations about the future demand for our products in order to categorize the status of such inventory items as slow moving, obsolete or in excess of need. These future estimates are subject to the ongoing accuracy of management's forecasts of market conditions, industry trends and competition. While we make estimates of future demand based on historical experience, current expectations and assumptions that we believe are

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reasonable, if actual demand or market conditions differ from these expectations and assumptions, actual results could differ from our estimates. We are also subject to volatile changes in specific product demand as a result of unfavorable publicity, government regulation and rapid changes in demand for new and improved products or services. Our inventory reduction for obsolescence and shrinkage was $11.0 million and $9.6 million at December 31, 2010 and December 31, 2009, respectively. This represented 2.8% and 2.5% of our gross inventory value at each period, respectively. The change from period to period is primarily the result of inventory fluctuations and management of inventory movement throughout our system. The impact on cost of goods sold as a result of these allowances was immaterial for each of the years ended December 31, 2010, 2009 and 2008.

Accounts Receivable and Allowance for Doubtful Accounts

          The majority of our retail revenues are received as cash or cash equivalents. The majority of our franchise revenues are billed to the franchisees with varying terms for payment. We offer financing to qualified domestic franchisees with the initial purchase of a franchise location. The notes are demand notes, payable monthly over periods of five to seven years. We generate a significant portion of our revenue from ongoing product sales to franchisees and third-party customers. An allowance for doubtful accounts is established based on regular evaluations of our franchisees' and third-party customers' financial health, the current status of trade receivables and any historical write-off experience. We maintain both specific and general reserves for doubtful accounts. General reserves are based upon our historical bad debt experience, overall review of our aging of accounts receivable balances, general economic conditions of our industry or the geographical regions and regulatory environments of our third-party customers and franchisees. Management's estimates of the franchisees' financial health include forecasts of the customers' and franchisees' future operating results and the collectability of receivables from them. While we believe that our business operations and communication with customers and franchisees allows us to make reasonable estimates of their financial health, actual results could differ from those predicted by management, and actual bad debt expense could differ from forecasted results. Our allowance for doubtful accounts was $1.6 million and $1.8 million at December 31, 2010 and December 31, 2009, respectively. Changes in the allowance from period to period are primarily a result of the composition of customers and their financial health. Bad debt expense was immaterial for each of the years ended December 31, 2010, 2009 and 2008.

Impairment of Long-Lived Assets

          Long-lived assets, including fixed assets and intangible assets with finite useful lives, are evaluated periodically by us for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. If the sum of the undiscounted future cash flows is less than the carrying value, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. These estimates of cash flow require significant management judgment and certain assumptions about future volume, revenue and expense growth rates, foreign exchange rates, devaluation and inflation. While we make estimates based on historical experience, current expectations and assumptions that we believe are reasonable, if actual results, including future cash flows, differ from our estimates, our estimates may differ from actual impairment recognized. There has been no impairment recorded in the years ended December 31, 2010, 2009 and 2008.

Self-Insurance

          We have procured insurance for such areas as: (1) general liability; (2) product liability; (3) directors and officers liability; (4) property insurance; and (5) ocean marine insurance. We are

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self-insured for such areas as: (1) medical benefits; (2) physical damage to our tractors, trailers and fleet vehicles for field personnel use; and (3) physical damages that may occur at the corporate store locations. We are not insured for certain property and casualty risks due to the frequency and severity of a loss, the cost of insurance and the overall risk analysis. Our associated liability for this self-insurance was not significant as of December 31, 2010 and 2009. Prior to 2003, General Nutrition Companies, Inc. was included as an insured under several of its then ultimate parent's global insurance policies.

          We carry product liability insurance with a retention of $3.0 million per claim with an aggregate cap on retained losses of $10.0 million. We carry general liability insurance with retention of $110,000 per claim with an aggregate cap on retained losses of $600,000. The majority of our workers' compensation and auto insurance are in a deductible/retrospective plan. We reimburse the insurance company for the workers' compensation and auto liability claims, subject to a $250,000 and $100,000 loss limit per claim, respectively.

          As part of the medical benefits program, we contract with national service providers to provide benefits to our employees for all medical, dental, vision and prescription drug services. We then reimburse these service providers as claims are processed from our employees. We maintain a specific stop loss provision of $300,000 per incident with a maximum limit up to $2.0 million per participant, per benefit year, respectively. We have no additional liability once a participant exceeds the $2.0 million ceiling. We utilize a review of historical claims, including the timing of claims reported versus payment of claims, to estimate future liabilities related to our medical benefit program. While we make these estimates based on historical experience, current expectations and assumptions that we believe are reasonable, actual results could differ from our estimates. Our liability for medical claims is included as a component of accrued benefits as described in Note 10, "Accrued Payroll and Related Liabilities", to our audited consolidated financial statements included elsewhere in this prospectus, and was $1.9 million and $2.0 million as of December 31, 2010 and 2009, respectively.

Goodwill and Indefinite-Lived Intangible Assets

          On an annual basis, we perform a valuation of the goodwill and indefinite lived intangible assets associated with our operating segments. To the extent that the fair value associated with the goodwill and indefinite-lived intangible assets is less than the recorded value, we write down the value of the asset. The valuation of the goodwill and indefinite-lived intangible assets is affected by, among other things, our business plan for the future and estimated results of future operations. Changes in the business plan or operating results that are different than the estimates used to develop the valuation of the assets may result in an impact on their valuation. While we make these estimates based on historical experience, current expectations and assumptions that we believe are reasonable, if actual results, including future operating results, differ from our estimates, our estimates may differ from actual impairment recognized.

          We conduct impairment testing annually at the beginning of the fourth quarter, using third quarter results. In the event of declining financial results and market conditions, we could be required to recognize impairments to our goodwill and intangible assets. The most recent valuation was performed at October 1, 2010, and no impairment was found. There was also no impairment found during 2010, 2009 or 2008. See Note 4, "Goodwill and Intangible Assets", to our audited consolidated financial statements included elsewhere in this prospectus. We do not currently expect to incur additional impairment charges in the foreseeable future; however, the risks relating to our business, as described above under "Risk Factors", could have a negative effect on our business and operating results which could affect the valuation of our intangibles.

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Leases

          We have various operating leases for company-owned and franchise store locations and equipment. Store leases generally include amounts relating to base rental, percent rent and other charges such as common area maintenance fees and real estate taxes. Periodically, we receive varying amounts of reimbursements from landlords to compensate us for costs incurred in the construction of stores. We amortize these reimbursements as an offset to rent expense over the life of the related lease. We determine the period used for the straight-line rent expense for leases with option periods and conform it to the term used for amortizing improvements.

Income Taxes

          We compute our annual tax rate based on the statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we earn income. Significant judgment is required in determining our annual tax rate and in evaluating uncertainty in our tax positions. We recognize a benefit for tax positions that we believe will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that we believe has more than a 50% probability of being realized upon settlement. We regularly monitor our tax positions and adjust the amount of recognized tax benefit based on our evaluation of information that has become available since the end of our last financial reporting period. The annual tax rate includes the impact of these changes in recognized tax benefits. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within accrued income taxes.

          We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

Recently Issued Accounting Pronouncements

          In September 2011, the Financial Accounting Standards Board issued updated guidance on the periodic testing of goodwill for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more likely than not that goodwill will be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance is effective for us for fiscal years beginning after December 15, 2011, with early adoption permitted. We are currently evaluating this guidance, but do not expect the adoption will have a material effect on our consolidated financial statements.

Management's Report on Internal Control Over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures specified in Rule 13a-15(f)(1)-(3) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

          Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting based on the

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framework and criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that, as of December 31, 2010, our internal control over financial reporting was effective based on that framework.

          Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2010, as stated in their report, which is included within this prospectus.

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BUSINESS

Our Company

          Based on our worldwide network of more than 7,500 locations and our GNC.com website, we believe we are the leading global specialty retailer of health and wellness products, including VMHS products, sports nutrition products and diet products. Our diversified, multi-channel business model derives revenue from product sales through domestic company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. We believe that the strength of our GNC brand, which is distinctively associated with health and wellness, combined with our stores and website, give us broad access to consumers and uniquely position us to benefit from the favorable trends driving growth in the nutritional supplements industry and the broader health and wellness sector. Our broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under our GNC proprietary brands, including Mega Men®, Ultra Mega®, GNC Total Lean, Pro Performance® and Pro Performance® AMP, and under nationally recognized third-party brands.

          Based on the information we compiled from the public securities filings of our primary competitors, our network of domestic retail locations is approximately eleven times larger than the next largest U.S. specialty retailer of nutritional supplements and provides a leading platform for our vendors to distribute their products to their target consumer. Our close relationship with our vendor partners has enabled us to negotiate first-to-market opportunities. In addition, our in-house product development capabilities enable us to offer our customers proprietary merchandise that can only be purchased through our locations or on our website. Since the nutritional supplement consumer often requires knowledgeable customer service, we also differentiate ourselves from mass and drug retailers with our well-trained sales associates who are aided by in-store technology. We believe that our expansive retail network, differentiated merchandise offering and quality customer service result in a unique shopping experience that is distinct from our competitors'.

          We have grown our consolidated revenues from $1,317.7 million in 2005 to $1,822.2 million in 2010, representing a compound annual growth rate ("CAGR") of 6.7%. We have achieved domestic company-owned retail same store sales growth for 25 consecutive quarters. EBITDA has grown from $113.2 million in 2005 to $259.4 million in 2010, representing a CAGR of 18.0%. EBITDA as a percentage of revenue has increased 560 basis points from 8.6% in 2005 to 14.2% in 2010. For a reconciliation of EBITDA to net income see "Selected Consolidated Financial Data".

Corporate History

          We are a holding company and all of our operations are conducted through our operating subsidiaries.

          General Nutrition Companies, Inc. was founded in 1935 by David Shakarian who opened its first health food store in Pittsburgh, Pennsylvania. Since that time, the number of stores has continued to grow, and General Nutrition Companies, Inc. began producing its own vitamin and mineral supplements as well as foods, beverages and cosmetics. General Nutrition Companies, Inc. was acquired in August 1999 by Numico Investment Corp. and, prior to its acquisition, was a publicly traded company listed on the Nasdaq National Market.

          Centers was formed in October 2003 and GNC Corporation was formed as a Delaware corporation in November 2003 by Apollo and members of our management to acquire General Nutrition Companies, Inc. from Numico USA, Inc., a wholly owned subsidiary of Koninklijke (Royal) Numico N.V. (collectively, "Numico"). In December 2003, Centers purchased all of the outstanding equity interests of General Nutrition Companies, Inc. In connection with a corporate reorganization,

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General Nutrition Companies, Inc. was merged with and into Centers in December 2008, with Centers surviving the merger.

          GNC Parent Corporation was formed as a Delaware corporation in November 2006 to acquire all the outstanding common stock of GNC Corporation.

          Together with our wholly owned subsidiary GNC Acquisition Inc., we entered into the Merger Agreement with GNC Parent Corporation on February 8, 2007. On March 16, 2007, the Merger was consummated. Pursuant to the Merger Agreement, as amended, GNC Acquisition Inc. was merged with and into GNC Parent Corporation, with GNC Parent Corporation as the surviving corporation. Subsequently on March 16, 2007, GNC Parent Corporation was converted into a Delaware limited liability company and renamed GNC Parent LLC.

          As a result of the Merger, we became the sole equity holder of GNC Parent LLC and the ultimate parent company of both GNC Corporation and Centers. A majority of our outstanding capital stock is beneficially owned by Ares and OTPP, certain institutional investors, certain of our directors and certain former stockholders of GNC Parent Corporation, including members of our management. Refer to "Principal and Selling Stockholders" included in this prospectus for additional information.

          On April 6, 2011, we completed the IPO pursuant to which 25.875 million shares of Class A common stock were sold at a price of $16.00 per share. Holdings issued and sold 16 million shares and certain of Holdings' shareholders sold 9.875 million shares in the IPO. We used the net proceeds from the IPO, together with cash on hand (including additional funds from the Refinancing), to redeem all of our outstanding Series A preferred stock, repay $300.0 million of outstanding borrowings under the Term Loan Facility and pay Sponsor-related obligations of approximately $11.1 million.

          In connection with the IPO, Ares and OTPP entered into the New Stockholders Agreement. Under the New Stockholders Agreement, the Sponsors have the right to nominate to our board of directors, subject to their election by our stockholders, so long as the Sponsors collectively own more than 50% of the then outstanding shares of our common stock, the greater of up to nine directors and the number of directors comprising a majority of our board and, subject to certain exceptions, so long as the Sponsors collectively own 50% or less of the then outstanding shares of our common stock, that numb