UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)


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

For the quarterly period ended ~~March~~June 3130, 2010


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

For the transition period from to .

Commission File Number: 333-144396

GENERAL NUTRITION CENTERS, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

As of ~~May~~August 510, 2010, 100 shares of common stock, par value $0.01 per share (the “Common Stock”) , of General Nutrition Centers, Inc. were outstanding. All shares of our Common Stock are held by GNC Corporation.

TABLE OF CONTENTS

	PAGE
PART I — FINANCIAL INFORMATION
Explanatory Note.
Explanatory Note
Item 1. Financial Statements.
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009.		1
Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009		1
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009.		2
Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009		2
Unaudited Consolidated Statement of Stockholder’s Equity and Comprehensive Income (Loss) for the three months ended March 31, 2010 and 2009.		3
Unaudited Consolidated Statement of Stockholder’s Equity and Comprehensive Income for the six months ended June 30, 2010 and 2009		3
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009.		4
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009		4
Summarized Notes to Unaudited Consolidated Financial Statements.		5
Summarized Notes to Unaudited Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		39
Item 3. Quantitative and Qualitative Disclosures About Market Risk		38
Item 4. Controls and Procedures.		39
Item 4. Controls and Procedures		39
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.		40
Item 1. Legal Proceedings		40
Item 1A. Risk Factors.		40
Item 1A. Risk Factors		40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3. Defaults Upon Senior Securities.		40
Item 3. Defaults Upon Senior Securities		40
Item 4. Submission of Matters to a Vote of Security Holders.		40
Item 4. Removed and Reserved		40
Item 5. Other Information.		40
Item 5. Other Information		40
Item 6. Exhibits.		40
Item 6. Exhibits		40
Signatures		41
EX-31.1
EX-31.2
EX-32.1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

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

	March 31,			December 31,
	2010			2009 *
	(unaudited)
Current assets:
Cash and cash equivalents	$	110,628		$	75,089
Receivables, net		96,964			94,355
Inventories, net (Note 3)		390,187			370,492
Prepaids and other current assets		35,883			42,219
Total current assets		633,662			582,155
Long-term assets:
Goodwill (Note 4)		624,808			624,753
Brands (Note 4)		720,000			720,000
Other intangible assets, net (Note 4)		152,277			154,370
Property, plant and equipment, net		197,689			199,581
Deferred financing fees, net		17,355			18,411
Other long-term assets		4,692			4,332
Total long-term assets		1,716,821			1,721,447
Total assets	$	2,350,483		$	2,303,602
Current liabilities:
Accounts payable	$	143,193		$	95,904
Accrued payroll and related liabilities		20,903			22,277
Accrued interest (Note 5)		6,079			14,552
Current portion, long-term debt (Note 5)		1,513			1,724
Deferred revenue and other current liabilities		74,750			65,130
Total current liabilities		246,438			199,587
Long-term liabilities:
Long-term debt (Note 5)		1,057,796			1,058,085
Deferred tax liabilities, net		289,054			288,894
Other long-term liabilities		40,033			39,520
Total long-term liabilities		1,386,883			1,386,499
Total liabilities		1,633,321			1,586,086
Stockholder’s equity:
Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding		—			—
Paid-in-capital		595,774			594,932
Retained earnings		127,358			129,783
Accumulated other comprehensive loss		(5,970	)		(7,199	)
Total stockholder’s equity		717,162			717,516
Total liabilities and stockholder’s equity	$	2,350,483		$	2,303,602

(in thousands, except share data)


	June 30,			December 31,
	2010			2009 *
	(unaudited)
Current assets:
Cash and cash equivalents	$	118,515		$	75,089
Receivables, net		92,862			94,355
Inventories, net (Note 3)		395,669			370,492
Prepaids and other current assets		37,276			42,219

Total current assets		644,322			582,155

Long-term assets:
Goodwill (Note 4)		624,910			624,753
Brands (Note 4)		720,000			720,000
Other intangible assets, net (Note 4)		150,607			154,370
Property, plant and equipment, net		194,328			199,581
Deferred financing fees, net		16,287			18,411
Other long-term assets		4,458			4,332

Total long-term assets		1,710,590			1,721,447


Total assets	$	2,354,912		$	2,303,602


Current liabilities:
Accounts payable	$	119,893		$	95,904
Accrued payroll and related liabilities		19,973			22,277
Accrued interest (Note 5)		13,289			14,552
Current portion, long-term debt (Note 5)		1,539			1,724
Deferred revenue and other current liabilities		74,526			65,130

Total current liabilities		229,220			199,587

Long-term liabilities:
Long-term debt (Note 5)		1,057,505			1,058,085
Deferred tax liabilities, net		291,871			288,894
Other long-term liabilities		32,968			39,520

Total long-term liabilities		1,382,344			1,386,499


Total liabilities		1,611,564			1,586,086

Stockholder’s equity:
Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding		—			—
Paid-in-capital		596,508			594,932
Retained earnings		152,959			129,783
Accumulated other comprehensive loss		(6,119	)		(7,199	)

Total stockholder’s equity		743,348			717,516


Total liabilities and stockholder’s equity	$	2,354,912		$	2,303,602


*		Footnotes summarized from the Audited Financial Statements

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

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

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

	Three months ended
	March 31,			March 31,
	2010			2009
Revenue	$	465,019		$	439,897
Cost of sales, including costs of warehousing, distribution and occupancy		299,117			285,729
Gross profit		165,902			154,168
Compensation and related benefits		67,758			65,325
Advertising and promotion		15,454			14,739
Other selling, general and administrative		25,094			23,853
Foreign currency (gain) loss		(76	)		97
Operating income		57,672			50,154
Interest expense, net (Note 5)		16,629			19,062
Income before income taxes		41,043			31,092
Income tax expense (Note 11)		15,084			11,647
Net income	$	25,959		$	19,445

(unaudited)

(in thousands)


	Three months ended					Six months ended
	June 30,		June 30,			June 30,			June 30,
	2010		2009			2010			2009
Revenue	$	455,903	$	432,416		$	920,922		$	872,313

Cost of sales, including costs of warehousing, distribution and occupancy		292,251		280,906			591,368			566,635

Gross profit		163,652		151,510			329,554			305,678

Compensation and related benefits		67,633		65,526			135,391			130,851
Advertising and promotion		14,122		14,395			29,576			29,134
Other selling, general and administrative		25,164		25,881			50,258			49,734
Foreign currency (gain) loss		19		(130	)		(57	)		(33	)

Operating income		56,714		45,838			114,386			95,992

Interest expense, net (Note 5)		16,317		17,081			32,946			36,143


Income before income taxes		40,397		28,757			81,440			59,849

Income tax expense (Note 11)		14,796		10,791			29,880			22,437


Net income	$	25,601	$	17,966		$	51,560		$	37,412

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

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

Consolidated Statement of Stockholder’s Equity and Comprehensive Income ~~(in thousands, except share data)~~

											Accumulated
											Other			Total
	Common Stock							Retained			Comprehensive			Stockholder’s
	Shares		Dollars		Paid-in-Capital			Earnings			Income/(Loss)			Equity
Balance at December 31, 2009		100	$	—	$	594,932		$	129,783		$	(7,199	)	$	717,516
Comprehensive income :
Net income		—		—		—			25,959			—			25,959
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $159		—		—		—			—			279			279
Foreign currency translation adjustments		—		—		—			—			950			950
Comprehensive income															27,188
Non-cash stock-based compensation		—		—		842			—			—			842
Dividend payment		—		—		—			(28,384	)		—			(28,384	)
Balance at March 31, 2010 (unaudited)		100	$	—	$	595,774		$	127,358		$	(5,970	)	$	717,162
Balance at December 31, 2008		100	$	—	$	592,355		$	73,764		$	(14,057	)	$	652,062
Comprehensive income :
Net income		—		—		—			19,445			—			19,445
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $309		—		—		—			—			540			540
Foreign currency translation adjustments		—		—		—			—			(618	)		(618	)
Comprehensive income															19,367
Return of capital to GNC Corporation		—		—		(278	)		—			—			(278	)
Non-cash stock-based compensation		—		—		657			—			—			657
Balance at March 31, 2009 (unaudited)		100	$	—	$	592,734		$	93,209		$	(14,135	)	$	671,808

(in thousands, except share data)


											Accumulated
											Other			Total
	Common Stock							Retained			Comprehensive			Stockholder’s
	Shares		Dollars		Paid-in-Capital			Earnings			Income/(Loss)			Equity
Balance at December 31, 2009		100	$	—	$	594,932		$	129,783		$	(7,199	)	$	717,516


Comprehensive income:
Net income		—		—		—			51,560			—			51,560
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $874		—		—		—			—			1,526			1,526
Foreign currency translation adjustments		—		—		—			—			(446	)		(446	)

Comprehensive income		—		—		—			—						52,640
Non-cash stock-based compensation		—		—		1,576			—			—			1,576
Dividend payment		—		—		—			(28,384	)		—			(28,384	)


Balance at June 30, 2010 (unaudited)		100	$	—	$	596,508		$	152,959		$	(6,119	)	$	743,348



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


Comprehensive income:
Net income		—		—		—			37,412			—			37,412
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax of $1,422		—		—		—			—			2,485			2,485
Foreign currency translation adjustments		—		—		—			—			1,267			1,267

Comprehensive income		—		—		—			—						41,164

Return of capital to GNC Corporation		—		—		(278	)		—			—			(278	)
Non-cash stock-based compensation		—		—		1,343			—			—			1,343
Dividend payment		—		—		—			—			—			—

Balance at June 30, 2009 (unaudited)		100	$	—	$	593,420		$	111,176		$	(10,305	)	$	694,291

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

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows ~~(unaudited) (in thousands)~~

	Three months ended
	March 31,			March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	25,959		$	19,445
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		9,564			8,862
Amortization of intangible assets		2,186			2,597
Amortization of deferred financing fees		1,056			1,002
Amortization of original issue discount		99			89
Increase in provision for inventory losses		1,946			3,808
Non-cash stock-based compensation		842			657
Decrease in provision for losses on accounts receivable		(122	)		(1,284	)
Changes in assets and liabilities:
Increase in receivables		(2,282	)		(306	)
Increase in inventory, net		(20,846	)		(18,422	)
(Increase) decrease in franchise note receivables, net		(246	)		112
Increase in accrued income taxes		13,384			10,333
(Increase) decrease in other assets		(2,802	)		2,525
Increase in accounts payable		47,144			16,507
Decrease in interest payable		(8,474	)		(8,927	)
Increase (decrease) in accrued liabilities		4,692			(2,656	)
Net cash provided by operating activities		72,100			34,342
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(7,313	)		(5,539	)
Store acquisition costs		(226	)		(300	)
Net cash used in investing activities		(7,539	)		(5,839	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Return of capital to Parent company		—			(278	)
Dividend payment		(28,384	)		—
Payments on long-term debt		(599	)		(4,906	)
Net cash used in financing activities		(28,983	)		(5,184	)
Effect of exchange rate on cash		(39	)		9
Net increase in cash		35,539			23,328
Beginning balance, cash		75,089			42,307
Ending balance, cash	$	110,628		$	65,635

(unaudited)

(in thousands)


	Six months ended
	June 30,			June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	51,560		$	37,412

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		18,821			18,059
Amortization of intangible assets		4,051			4,950
Amortization of deferred financing fees		2,124			2,026
Amortization of original issue discount		201			182
Increase in provision for inventory losses		5,943			5,779
Non-cash stock-based compensation		1,576			1,343
Decrease in provision for losses on accounts receivable		(662	)		(1,503	)
Decrease (increase) in net deferred taxes		—			82
Changes in assets and liabilities:
Decrease (increase) in receivables		2,043			(517	)
Increase in inventory, net		(31,556	)		(26,988	)
Increase in franchise note receivables, net		(30	)		(178	)
Increase in accrued income taxes		5,498			9,783
Decrease in other assets		152			5,187
Increase (decrease) in accounts payable		24,052			(4,754	)
Decrease in interest payable		(1,264	)		(1,786	)
Increase in accrued liabilities		4,045			7,265

Net cash provided by operating activities		86,554			56,342


CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(13,675	)		(11,303	)
Franchise store conversions		65			158
Store acquisition costs		(240	)		(1,050	)

Net cash used in investing activities		(13,850	)		(12,195	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Return of capital to Parent company		—			(278	)
Dividend payment		(28,384	)		(45	)
Payments on long-term debt		(966	)		(19,623	)

Net cash used in financing activities		(29,350	)		(19,946	)


Effect of exchange rate on cash		72			67

Net increase in cash		43,426			24,268
Beginning balance, cash		75,089			42,307

Ending balance, cash	$	118,515		$	66,575

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

GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. NATURE OF BUSINESS

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

The Company’s business is vertically integrated, as the operations consist of purchasing raw materials, formulating and manufacturing products and selling the finished products through its retail, franchising and manufacturing/wholesale segments. The Company operates primarily in three business segments: Retail, Franchising, and Manufacturing/Wholesale. Corporate retail store operations are located in North America and Puerto Rico, and in addition the Company ~~offers~~ offers products domestically through www.gnc.com. Franchise stores are located in the United States and 50 49 countries. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names.

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

Merger of the Company. On February 8, 2007, GNC Parent Corporation entered into an Agreement and Plan of Merger with GNC Acquisition Inc. and its parent company, GNC Acquisition Holdings Inc. (“Parent”), pursuant to which GNC Acquisition Inc. agreed to merge with and into GNC Parent Corporation, with GNC Parent Corporation as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Immediately following the Merger, GNC Parent Corporation was converted into a Delaware limited liability company and renamed GNC Parent LLC. The purchase equity contribution was made by Ares Corporate Opportunities Fund II, L.P. (“Ares”) and Ontario Teachers’ Pension Plan Board (“OTPP”) (collectively, the “Sponsors”), together with additional institutional investors and certain management of the Company. The transaction closed on March 16, 2007 and was accounted for under the purchase method of accounting. The transaction occurred between unrelated parties and no common control existed. The Merger consideration (excluding acquisition costs of $13.7 million) totaled $1.65 billion, including the repayment of existing debt and other liabilities, and was funded with a combination of equity contributions and the issuance of new debt. The Merger agreement requires payments to former shareholders and ~~optionholders~~option holders in lieu of income tax payments made for utilizing net operating losses created as a result of the Merger. No such payments were made during the ~~three~~six months ended ~~March~~June 3130, 2010 or ~~March~~June 3130, 2009.

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

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements and footnotes have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and related footnotes that would normally be required by U.S. GAAP for complete financial reporting. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2009 (the “Form 10-K”). The Company’s reporting period is based on a calendar year.

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

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

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

The Company has 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.

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

Cash and Cash Equivalents. The Company considers cash and cash equivalents to include all cash and liquid deposits and investments with a maturity of three months or less. The majority of payments due from banks for third-party credit cards process within 24-48 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card transactions are classified as cash, and the amounts due from these transactions totaled $2.21 million at ~~March~~both June 3130, 2010 and ~~$2.1 million at~~ December 31, 2009.

Book overdrafts of $~~10.~~4.9 million and $0.7 million as of ~~March~~June 3130, 2010 and December 31, 2009, respectively, represent checks issued that had not been presented for payment to the banks and are classified as accounts payable in the Company’s consolidated balance sheet. The Company typically funds these overdrafts through normal collections of funds or transfers from bank balances at other financial institutions. Under the terms of the Company’s facilities with its banks, the respective financial institutions are not obligated to honor the book overdraft balances as of ~~March~~June 3130, 2010 and December 31, 2009, or any balance on any given date.

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

Financial Instruments and Derivatives. As part of the Company’s financial risk management program, it uses certain derivative financial instruments. The Company does not enter into derivative transactions for speculative purposes and holds no derivative instruments for trading purposes. The Company uses derivative financial instruments to reduce its exposure to market risk for changes in interest rates primarily in respect ofto its long term debt obligations. The Company tries to manage its interest rate risk in order to balance its exposure to both fixed and floating rates while minimizing its borrowing costs. Floating-to-fixed interest rate swap agreements, designated as cash flow hedges of interest rate risk, are entered into from time to time to hedge the Company’s exposure to interest rate changes on a portion of the Company’s floating rate debt. These interest rate swap agreements convert a portion of its floating rate debt to fixed rate debt. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium. The Company records the fair value of these contracts as an asset or a liability, as applicable, in the balance sheet. The effective portions of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income, net of tax. The ineffective portions, if any, are recorded in interest expense in the current period. As of ~~March~~June 3130, 2010, the Company has not recorded any hedge ineffectiveness in earnings related to its cash flow hedges.

Derivatives designated as hedging instruments have been recorded in the consolidated balance sheet at fair value as follows:

		Fair Value
	Balance Sheet Location	June 30, 2010			December 31, 2009
	Balance Sheet Location	March 31, 2010			December 31, 2009
		(unaudited)
		(in thousands)
Interest Rate Products	~~Other~~Deferred ~~long-term~~revenue and other current liabilities	$	(145,~~240~~780	)	$	~~(14,679~~—	)
Interest Rate Products	Other long-term liabilities	$	(6,499	)	$	(14,679	)

The Company has interest rate swap agreements outstanding that effectively ~~converted~~convert an aggregate $550.0 million of debt from floating to fixed interest rates. ~~which~~One ~~includes~~of athese ~~derivative~~agreements ~~contract~~includes ~~that consists of~~ an ~~interest~~embedded ~~rate~~derivative ~~swap~~contract with a purchased interest rate floor that effectively converts ~~converted~~ $150.0 million of the Senior Toggle Notes from a floating to a fixed rate~~, effective September 2009~~. The floor is intended to replicate the optionality present in the original debt agreement, providing an equivalent offset in the interest payments. The Company did not enter into any new swap agreements during the first ~~quarter~~six months of 2010. Each of ~~its~~the ~~five~~ four outstanding agreements ~~mature~~matures between April ~~2010~~ 2011 and September 2012.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months ~~ending March 31~~, ~~2011,~~ the Company estimates that an additional $1310.2 5 million will be reclassified as an increase to interest expense.

Components of gains and losses recorded in the consolidated balance sheet and consolidated income statements for the three months ended March 31, 2010 and 2009, are as follows:

	Amount of Gain or			Location of Gain or (Loss)	Amount of Gain or (Loss)
Derivatives in Cash	(Loss) Recognized in			Reclassified from	Reclassified from
Flow Hedging	OCI on Derivative			Accumulated OCI into	Accumulated OCI into
Relationships	(Effective Portion)			Income (Effective Portion)	Income (Effective Portion)
2010
Interest Rate Products	$	(3,659	)	Interest income / (expense)	$	(4,097	)
2009
Interest Rate Products	$	(2,208	)	Interest income / (expense)	$	(3,057	)

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

Components of gains and losses for the three months ended June 30, 2010 and 2009 are as follows:


	Amount of Gain or			Location of Gain or (Loss)	Amount of Gain or (Loss)
Derivatives in Cash	(Loss) Recognized in			Reclassified from	Reclassified from
Flow Hedging	OCI on Derivative			Accumulated OCI into	Accumulated OCI into
Relationships	(Effective Portion)			Income (Effective Portion)	Income (Effective Portion)
	(unaudited)
	(in thousands)
2010

Interest Rate Products	$	(1,616	)	Interest income (expense)	$	(3,577	)

2009

Interest Rate Products	$	409		Interest income (expense)	$	(2,650	)

Components of gains and losses for the six months ended June 30, 2010 and 2009 are as follows:


	Amount of Gain or			Location of Gain or (Loss)	Amount of Gain or (Loss)
Derivatives in Cash	(Loss) Recognized in			Reclassified from	Reclassified from
Flow Hedging	OCI on Derivative			Accumulated OCI into	Accumulated OCI into
Relationships	(Effective Portion)			Income (Effective Portion)	Income (Effective Portion)
	(unaudited)
	(in thousands)
2010

Interest Rate Products	$	(5,275	)	Interest income (expense)	$	(7,675	)

2009

Interest Rate Products	$	(1,796	)	Interest income (expense)	$	(5,703	)

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

As of ~~March~~June 3130, 2010, the fair value of derivatives in a net liability position related to these agreements was $1715.76 million, including accrued interest of $2.8 million but excluding adjustments for nonperformance risk.

Recently Issued Accounting Pronouncements

As of ~~March~~June 3130, 2010, there were no developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements, in addition to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

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

NOTE 3. INVENTORIES, NET

Inventories at each respective period consisted of the following:

March 31, 2010

June 30, 2010

Net Carrying

Gross cost

Reserves (a)

Value

(unaudited)

~~(in thousands)~~

(in thousands)

Finished product ready for sale

~~334~~329,~~170~~310

(7,~~104~~253

)

~~327~~322,~~066~~057

Work-in-process, bulk product and raw materials

5968,~~236~~612

(1,~~328~~439

)

5767,~~908~~173

Packaging supplies

56,~~213~~439

—

56,~~213~~439

~~398~~404,~~619~~361

(8,~~432~~692

)

~~390~~395,~~187~~669


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

	$	380,046	$	(9,554	)	$	370,492


(a)		Reserves primarily consist of amounts recorded for valuation and obsolescence.

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

NOTE 4. GOODWILL AND INTANGIBLE ASSETS, NET

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

For the ~~three~~six months ended ~~March~~June 3130, 2010, the Company acquired ~~seven~~13 franchise stores. These acquisitions were accounted for utilizing the ~~purchase~~acquisition method of accounting and the Company recorded the acquired inventory, fixed assets, franchise rights and goodwill, with an applicable reduction to receivables and cash. The total purchase price associated with these acquisitions was $01.71 million, of which $0.2 million was paid in cash.

The following table summarizes the Company’s goodwill activity from December 31, 2009 to ~~March~~June 3130, 2010:

					Manufacturing/
	Retail		Franchising		Wholesale		Total
	~~(in thousands)~~		(in thousands)
Balance at December 31, 2009	$	304,609	$	117,303	$	202,841	$	624,753
Acquired franchise stores		55157		—		—		55157
Balance at March 31, 2010 (unaudited)	$	304,664	$	117,303	$	202,841	$	624,808
Balance at June 30, 2010 (unaudited)	$	304,766	$	117,303	$	202,841	$	624,910

The following table summarizes the Company’s intangible asset activity from December 31, 2009 to March 31, 2010:

				Retail		Franchise		Operating			Franchise
	Gold Card			Brand		Brand		Agreements			Rights			Total
	(in thousands)
Balance at December 31, 2009	$	375		$	500,000	$	220,000	$	153,076		$	919		$	874,370
Acquired franchise stores		—			—		—		—			93			93
Amortization expense		(375	)		—		—		(1,713	)		(98	)		(2,186	)
Balance at March 31, 2010 (unaudited)	$	—		$	500,000	$	220,000	$	151,363		$	914		$	872,277

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

	Estimated	March 31, 2010							December 31, 2009
	Life			Accumulated			Carrying				Accumulated			Carrying
	in years	Cost		Amortization			Amount		Cost		Amortization			Amount
				(unaudited)			(in thousands)
Brands — retail	—	$	500,000	$	—		$	500,000	$	500,000	$	—		$	500,000
Brands — franchise	—		220,000		—			220,000		220,000		—			220,000
Gold card — retail	3		3,500		(3,500	)		—		3,500		(3,354	)		146
Gold card — franchise	3		5,500		(5,500	)		—		5,500		(5,271	)		229
Retail agreements	25-35		31,000		(3,353	)		27,647		31,000		(3,090	)		27,910
Franchise agreements	25		70,000		(8,517	)		61,483		70,000		(7,817	)		62,183
Manufacturing agreements	25		70,000		(8,517	)		61,483		70,000		(7,817	)		62,183
Other intangibles	5		1,150		(400	)		750		1,150		(350	)		800
Franchise rights	1-5		3,154		(2,240	)		914		3,061		(2,142	)		919
		$	904,304	$	(32,027	)	$	872,277	$	904,211	$	(29,841	)	$	874,370

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

The following table ~~represents~~summarizes ~~future~~the ~~estimated~~Company’s ~~amortization~~intangible ~~expense~~asset ofactivity ~~other~~from ~~intangible assets~~December 31, 2009 ~~net,~~to ~~with definite lives at March~~June 3130, 2010:

	Estimated
				Retail		Franchise		Operating			Franchise
	amortization
	Gold Card			Brand		Brand		Agreements			Rights			Total
Years ending December 31,	expense
						(in thousands)
	(unaudited)
Balance at December 31, 2009	$	375		$	500,000	$	220,000	$	153,076		$	919		$	874,370
	(in thousands)
Acquired franchise stores		—			—		—		—			288			288
2010		5,484
Amortization expense		(375	)		—		—		(3,426	)		(250	)		(4,051	)
2011		7,120
Balance at June 30, 2010 (unaudited)	$	—		$	500,000	$	220,000	$	149,650		$	957		$	870,607
2012		7,006
2013		6,953
2014		6,696
Thereafter		119,018
Total	$	152,277

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


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

			$	904,499	$	(33,892	)	$	870,607	$	904,211	$	(29,841	)	$	874,370

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


	Estimated
	amortization
Years ending December 31,	expense
	(unaudited)
	(in thousands)
2010		3,692
2011		7,208
2012		7,048
2013		6,953
2014		6,696
Thereafter		119,010

Total	$	150,607

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

NOTE 5. LONG-TERM DEBT / INTEREST EXPENSE

Long-term debt at each respective period consisted of the following:

	March 31,			December 31,
	June 30,			December 31,
	2010			2009
	(unaudited)
	(in thousands)
2007 Senior Credit Facility	$	644,382		$	644,619
Senior Toggle Notes		298,~~058~~160			297,959
10.75% Senior Subordinated Notes		110,000			110,000
Mortgage		6,~~825~~461			7,184
Capital leases		4441			47
Less: current maturities		(1,~~513~~539	)		(1,724	)
Total	$	1,057,~~796~~505		$	1,058,085

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

	Three months ended						Six months ended
	March 31,			March 31,
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
	~~(unaudited)~~			(unaudited)
	~~(in thousands)~~			(in thousands)
2007 Senior Credit Facility
Term Loan	$	7,~~555~~228		$	97,~~205~~943		$	14,783		$	17,148
Revolver		~~111~~112			~~136~~129			224			265
Senior Toggle Notes		4,~~856~~853			54,~~531~~803			9,709			10,334
10.75% Senior Subordinated Notes		2,956			2,956			5,912			5,912
Deferred financing fees		1,~~056~~068			1,~~002~~025			2,124			2,026
Mortgage		~~115~~116			~~147~~141			231			288
OID amortization		99102			8993			201			182
Interest income-other		(~~119~~118	)		(49	)		(238	)		(12	)
Interest expense, net	$	16,~~629~~317		$	1917,~~062~~081		$	32,946		$	36,143

10 Accrued interest at each respective period consisted of the following:


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

Total	$	13,289	$	14,552

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

~~Accrued~~Interest ~~interest~~on atthe ~~each~~2007 ~~respective~~Senior ~~period~~Credit ~~consisted~~Facility ofand the ~~following:~~Senior Toggle Notes is based on variable rates. At June 30, 2010 and December 31, 2009 the interest rate for the 2007 Senior Credit Facility was 2.6% and 2.5%, respectively. At June 30, 2010 and December 31, 2009 the interest rate for the Senior Toggle Notes was 5.8%.

	March 31,		December 31,
	2010		2009
	(unaudited)
	(in thousands)
2007 Senior Credit Facility	$	4,681	$	5,350
Senior Toggle Notes		872		5,720
10.75% Senior Subordinated Notes		526		3,482
Total	$	6,079	$	14,552

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

NOTE 6. FINANCIAL INSTRUMENTS

At ~~March~~June 3130, 2010 and December 31, 2009, the Company’s financial instruments consisted of cash and cash equivalents, receivables, franchise notes receivable, accounts payable, certain accrued liabilities and long-term debt. The carrying ~~amount~~amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities ~~approximates~~approximate their fair value because of the short ~~maturity~~ maturity of these instruments. Based on current interest rates and their underlying risk, the ~~carrying~~ carrying value of the franchise notes receivable ~~approximates~~approximate their fair value. These fair values ~~are~~ are reflected net of reserves, which are recognized according to Company policy. The Company determined the estimated fair values of its debt by using currently available market information and estimates and assumptions where appropriate. Accordingly, as considerable judgment is required to determine these estimates, changes in the assumptions or methodologies may have an effect on these estimates. The actual and estimated fair values of the Company’s financial instruments are as follows:

March 31,

December 31,

June 30,

December 31,

2010

~~2009~~

2009

Carrying

Fair

~~Carrying~~

Carrying

~~Fair~~

Fair

Amount

Value

~~Amount~~

Amount

~~Value~~

Value

(unaudited)

(in thousands)

Cash and cash equivalents

~~110~~118,~~628~~515

~~75,089~~$

75,089

~~75,089~~$

75,089

Receivables

9692,~~964~~862

~~94,355~~

94,355

~~94,355~~

94,355

Franchise notes receivable

3,~~540~~260

~~3,364~~

3,364

~~3,364~~

3,364

Accounts payable

~~143~~119,~~193~~893

~~95,904~~

95,904

~~95,904~~

95,904

Long term debt (including current portion)

1,059,~~309~~044

~~982~~978,~~034~~768

~~1,059,809~~

1,059,809

~~977,718~~

977,718

1112

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

NOTE 7. COMMITMENTS AND CONTINGENCIES

Litigation

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

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

~~Pro~~Hydroxycut Claims. On May 1, 2009, the FDA issued a warning on several Hydroxycut-~~Hormone/Androstenedione~~branded products ~~Cases~~manufactured by Iovate Health Sciences U.S.A., Inc. (“Iovate”). The FDA warning was based on 23 reports of liver injuries from consumers who claimed to have used the products between 2002 and 2009. As a result, Iovate voluntarily recalled 14 Hydroxycut-branded products. As described in the Company’s isAnnual ~~currently~~Report ~~defending~~on ~~six~~Form 10-K for the year ended December 31, 2009, following the recall, GNC was named, among other defendants, in several lawsuits related to Hydroxycut (note that prior to May 1, 2009, GNC was a co-defendant in one Hydroxycut case (see the “~~Andro~~Ciavarra ~~Actions~~Claim” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)). ~~relating~~Iovate topreviously accepted GNC’s tender request for defense and indemnification under its purchasing agreement with GNC and, as such, Iovate has accepted GNC’s request for defense and indemnification in the ~~sale~~new byHydroxycut matters. GNC’s ability to obtain full recovery in respect of any ~~certain~~claims ~~nutritional~~against GNC in connection with products ~~alleged~~manufactured toby ~~contain~~Iovate under the indemnity is ~~ingredients~~dependent ~~commonly~~on ~~known~~Iovate’s asinsurance ~~Androstenedione~~coverage, ~~Androstenediol,~~the ~~Norandrostenedione~~creditworthiness of its insurer, and the absence of ~~Norandrostenediol~~significant ~~(collectively,~~defenses ~~“Andro~~by ~~Products”)~~such insurer. ~~Five~~To ofthe ~~these~~extent ~~lawsuits~~GNC ~~were~~is ~~filed~~not infully compensated by Iovate’s ~~California~~insurer, ~~New~~it ~~York,~~can ~~New~~seek ~~Jersey,~~recovery ~~Pennsylvania,~~directly ~~and~~from ~~Florida~~Iovate. ~~The~~GNC’s ~~most~~ability ~~recent~~to ~~case~~fully ~~was~~recover ~~filed~~such inamounts ~~Illinois~~may ~~(see~~be ~~Stephens~~limited ~~and~~by ~~Pio~~the ~~matter~~creditworthiness ~~discussed~~of ~~below)~~Iovate.

InAs of ~~each~~July 31, 2010, GNC has been named in approximately 40 personal injury actions in 13 states claiming injuries from use and consumption of Hydroxycut-branded products. During the ~~six~~second ~~cases,~~quarter ~~plaintiffs~~of ~~sought~~2010, or15 ~~are~~such ~~seeking,~~personal toinjury ~~certify~~actions anaming ~~class~~GNC ~~and~~were ~~obtain~~filed. In ~~damages~~addition, as described in the Company’s Annual Report on ~~behalf~~Form of10-K for the year ended December 31, 2009, GNC has been named in six active putative class ~~representatives~~actions that generally include claims of consumer fraud, misrepresentation, strict liability, and ~~all~~breach ~~those~~of ~~similarly~~warranty related to Hydroxycut-~~situated~~branded ~~who~~products. ~~purchased~~By ~~from~~court order dated October 6, 2009, the United States Judicial Panel on Multidistrict Litigation consolidated pretrial proceedings of many of the ~~Company~~pending ~~certain~~actions (including ~~nutritional~~the ~~supplements~~GNC ~~alleged~~class toactions). ~~contain~~Any ~~one~~liabilities that may arise from these matters are not probable or ~~more~~reasonably ~~Andro~~estimable ~~Products~~at this time.

InPro-Hormone/Androstenedione ~~April 2006,~~Cases. ~~the~~As ~~Company~~described ~~filed~~in ~~pleadings seeking to remove~~ the ~~then-pending~~Company’s ~~Andro~~Annual ~~Actions~~Report ~~to the~~on ~~respective~~Form ~~federal district courts~~ 10-K for the ~~districts~~year inended ~~which~~December 31, ~~the respective Andro Actions were pending. At the same time~~2009, the Company ~~filed~~is ~~motions~~currently ~~seeking~~defending tosix ~~transfer~~lawsuits ~~the~~relating ~~then-pending Andro Actions~~ to the ~~U.S.~~sale ~~District~~by ~~Court,~~GNC ~~Southern District~~ of ~~New~~certain ~~York~~nutritional ~~based~~products onalleged ~~“related~~ to” ~~bankruptcy jurisdiction,~~contain ~~as one of~~ the ~~manufacturers~~ingredients ~~supplying~~commonly itknown as ~~with~~Androstenedione, ~~Andro Products~~Androstenediol, ~~and from whom it sought indemnity~~Norandrostenedione, ~~MuscleTech Research~~ and ~~Development,~~Norandrostenediol ~~Inc.~~ (collectively, “~~MuscleTech~~Andro Products”)~~, had filed for bankruptcy~~. ~~The Company~~In ~~was~~each ~~successful~~of ~~in removing~~ the ~~New~~six ~~Jersey~~cases, ~~New~~plaintiffs ~~York~~sought, ~~Pennsylvania,~~or ~~and~~are ~~Florida~~seeking, ~~Andro Actions~~ to ~~federal~~certify ~~court~~a class and obtain ~~transferring~~damages ~~these~~on ~~actions~~behalf toof the ~~U.S.~~class ~~District~~representatives ~~Court,~~and ~~Southern District~~all ofthose ~~New~~similarly-situated ~~York~~who purchased ~~based~~from onthe ~~bankruptcy~~Company ~~jurisdiction.~~certain ~~The~~nutritional ~~California~~supplements ~~case,~~alleged ~~Guzman~~to v.contain ~~General Nutrition~~one ~~Companies,~~or ~~Inc~~more Andro Products., ~~was~~Any ~~not~~liabilities ~~removed~~that ~~and~~may ~~remains~~arise ~~pending~~from inthese ~~the~~matters ~~Superior~~are ~~Court~~not ofprobable ~~the~~or ~~State~~reasonably ofestimable ~~California~~at ~~for~~this ~~the County of Los Angeles~~time.

~~Following~~California ~~the~~Wage ~~conclusion~~and ofBreak ~~the~~Claim. ~~MuscleTech~~As ~~bankruptcy~~described ~~case,~~ in ~~September 2007, plaintiffs filed a stipulation dismissing all claims related to~~ the ~~sale~~Company’s ofAnnual ~~MuscleTech~~Report ~~products~~on inForm ~~the four cases then~~10-~~pending~~K in for the ~~U.S.~~year ~~District~~ended ~~Court~~December 31, ~~Southern District of New York (New Jersey~~2009, ~~New~~on ~~York~~November 4, ~~Pennsylvania,~~ ~~and Florida). Additionally~~2008, 98 plaintiffs filed ~~motions~~individual ~~with the Court to remand those~~claims ~~actions~~against ~~to their respective state courts, asserting that~~ the ~~federal court had been divested of jurisdiction because the MuscleTech bankruptcy action was no longer pending~~Company. ~~That~~Each ~~motion was never ruled upon and has been rendered moot by the disposition~~ of ~~the case, discussed below.~~

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

On June 4, 2008, the U.S. District Court, Southern District of New York (on its own motion) set a hearing for the purpose of hearing argument as to why the New Jersey, New York, Pennsylvania, and Florida cases should not be dismissed for failure to prosecute in conformity to the Court’s Case Management Order. Following the hearing, the Court advised that all four cases would be dismissed with prejudice and issued an order to that effect. In August 2008, plaintiffs appealed the dismissal of the four cases to U.S. Court of Appeals for the Second Circuit, and oral argument was heard on October 14, 2009. On December 14, 2009, the Second Circuit reversed the dismissal and remanded the case to the U.S. District Court, Southern District of New York. On March 8, 2010, the District Court granted plaintiffs’ previously filed motion to remand these cases to their respective state courts. To date, no further proceedings have been scheduled in any of the state courts.

In the Guzman case in California, plaintiffs’ Motion for Class Certification was denied on September 8, 2008. Plaintiffs appealed on October 31, 2008. Oral arguments took place on January 15, 2010 and the court reversed the order denying class certification. On March 1, 2010, the Company filed a petition for review with the California Supreme Court which was denied. The case will be tried as a class action lawsuit in the Superior Court of the State of California for the County of Los Angeles.

On October 3, 2008, the plaintiffs in the five other Andro Actions filed another suit related to the sale of Andro Products in state court in Illinois. Stephens and Pio v. General Nutrition Companies, Inc. (Case No. 08 CH 37097, Circuit Court of Cook County, Illinois, County Department, Chancery Division). The allegations are substantially similar to all of the other Andro Actions.

As any liabilities that may arise from these cases are not probable or reasonably estimable at this time, no liability has been accrued in the accompanying financial statements.

California Wage and Break Claim. On November 4, 2008, 98 plaintiffs filed individual claims against the Company in the Superior Court of the State of California for the County of Orange, which was removed to the U.S. District Court, Central District of California on February 17, 2009. Each of the plaintiffs had previously been a member of a purported class in a lawsuit filed against the Company in 2007 and resolved in September 2009. The plaintiffs allege that they were not provided all of the rest and meal periods to which they were entitled under California law, and further allege that the Company failed to pay them split shift and overtime compensation to which they were entitled under California law. Discovery in this case is ongoing and the Company is vigorously defending these matters. The court has developed a mediation procedure for handling the pending claims and has ordered the parties to mediate with small groups of plaintiffs and stayed the case as to the plaintiffs not participating in the mediations. The first of the mediation sessions occurred February 10, 2010 and March 4, 2010 and did not result in any settlements. Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

Romero Claim. On April 27, 2009, plaintiff J.C. Romero, a professional baseball player, filed a complaint against the Company, among others, in Superior Court of New Jersey (Law Division/ Camden County). Plaintiff alleges that he purchased from a GNC store and consumed 6-OXO Extreme, which is manufactured by a third party, and in August 2008, was alleged to have tested positive for a banned substance. Plaintiff served a 50 game suspension imposed by Major League Baseball. The seven count complaint asserts, among other things, claims for negligence, strict liability, misrepresentation, breach of implied warranty and violations of the New Jersey Consumer Fraud Act, and seeks unspecified monetary damages. GNC tendered the claim to the insurance company of the franchisee whose GNC store sold and allegedly misrepresented the product. On or about October 9, 2009, GNC answered plaintiff’s first amended complaint and cross-claimed against co-defendants Proviant Technologies and Ergopharm. Discovery in this case is ongoing and the Company is vigorously defending the matter. Any liabilities that may arise from this matter are not probable or reasonably estimable at this time.

Ciavarra Claim. On November 19, 2008, Ryan Ciavarra filed a personal injury lawsuit against, among others, General Nutrition Corporation, in the District Court of Harris County, Texas. Plaintiff alleges that his use and consumption of the diet product Hydroxycut, which is manufactured by a third party and was, until recently, sold in the Company’s stores, caused severe liver damage, jaundice and elevated liver enzymes. Plaintiff asserts claims for strict liability, negligence and breach of warranty and seeks unspecified monetary damages. Discovery in this case is ongoing and the Company is vigorously defending the matter. Any liabilities that may arise from this matter are not probable or reasonably estimable at this time.

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

~~Hydroxycut~~the ~~Claims.~~plaintiffs Onhad ~~May 1,~~previously ~~2009,~~been ~~the FDA issued~~ a ~~warning~~member ~~on several Hydroxycut-branded products manufactured by Iovate Health Sciences U.S.A., Inc. (“Iovate”). The FDA warning was based on 23 reports~~ of ~~liver~~a ~~injuries~~purported ~~from~~class ~~consumers~~in ~~who claimed to have used the products between 2002 and 2009. As~~ a ~~result,~~lawsuit ~~Iovate~~filed ~~voluntarily recalled 14 Hydroxycut-branded products. Following~~against the ~~recall,~~Company ~~GNC~~in ~~was~~2007 ~~named,~~and ~~among~~resolved ~~other defendants,~~ in ~~32 lawsuits in several states (note that prior to May~~September 1, 2009,. ~~GNC~~The ~~was~~plaintiffs aallege ~~co-defendant~~that inthey ~~one~~were ~~Hydroxycut~~not provided ~~case~~all ~~(see~~of ~~“Ciavarra~~the ~~Claim”~~rest ~~entry~~and ~~above).~~meal ~~Iovate previously~~periods ~~accepted~~to ~~GNC’s~~which ~~tender~~they ~~request~~were ~~for~~entitled ~~defense and indemnification~~ under ~~its~~California ~~purchasing agreement with GNC and~~law, ~~as such, Iovate has accepted GNC’s request for defense~~ and ~~indemnification~~ infurther ~~the~~allege ~~new~~that ~~Hydroxycut~~the ~~matters.~~Company ~~GNC’s~~failed ~~ability~~ to ~~obtain~~pay ~~full~~them ~~recovery~~split inshift ~~respect~~and ofovertime ~~any~~compensation ~~claims~~to which ~~against~~they ~~GNC~~were inentitled ~~connection~~under ~~with~~California ~~products~~law. ~~manufactured~~Discovery byin ~~Iovate~~this ~~under~~case ~~the indemnity~~ is ~~dependent~~ongoing ~~on Iovate’s insurance coverage, the creditworthiness of its insurer,~~ and the ~~absence~~Company ~~of significant~~is ~~defenses~~vigorously bydefending ~~such~~these ~~insurer~~matters. ToAny ~~the~~liabilities ~~extent~~that ~~GNC~~may isarise ~~not~~from ~~fully~~these ~~compensated~~matters byare ~~Iovate’s insurer, it can~~not ~~seek~~probable ~~recovery~~or ~~directly~~reasonably ~~from~~estimable ~~Iovate.~~at ~~GNC’s~~this ~~ability to fully recover such amounts may be limited by the creditworthiness of Iovate~~time.

~~GNC~~Other ~~has~~cases. ~~been~~The ~~named~~Company inis ~~several~~currently defending other lawsuits ~~related~~relating to ~~Hydroxycut. The following~~ personal injury ~~matters~~claims, ~~(in~~product ~~addition~~labeling toand ~~the~~employee-related ~~Ciavarra~~matters. ~~Claim~~Any ~~discussed~~liabilities ~~above)~~that ~~were~~may ~~filed~~arise byfrom these ~~individuals~~matters ~~claiming~~are ~~injuries~~not ~~from~~probable ~~use~~or ~~and~~reasonably ~~consumption~~estimable ofat ~~Hydroxycut-branded~~this ~~products:~~time.

• Christopher and Dana Hamilton v. Iovate Health Sciences USA, Inc., et al., U.S. District Court, Northern District of Ohio, 09CV1944 (filed August 18, 2009); • Hector Manuel Abarca and Diana Curiel v. Iovate Health Sciences USA, Inc., et al., U.S. District Court, Northern District of California, 09CV3861 (filed August 21, 2009); • Jessica Rogoff v. General Nutrition Centers, Inc., et al., Superior Court of the State of California, County of Los Angeles, BC422842 (filed September 29, 2009); • Lucretia Ballou v. Muscletech Research and Development, Inc., et al., U.S. District Court, Western District of Louisiana, 09CV1996 (filed December 3, 2009); • Clinton Davis v. GNC Corporation, et al., U.S. District Court, Eastern District of Pennsylvania, 09CV5055 (filed November 11, 2009); • Michael Fyalka v. Iovate Health Sciences, et al., U.S. District Court, Southern District of Illinois, 09CV944 (filed November 10, 2009); • Monica Fay Stepter v. Iovate Health Sciences, USA, Inc., et al., 17th Judicial District Court, Parish of LaFourche, Louisiana (filed November 25, 2009); • Andrew Nolley v. Muscletech Research and Development, et al., U.S. District Court, Northern District of Mississippi, 09CV140 (filed December 18, 2009); • Kerry Donald v. Iovate Health Sciences Group, et al., Supreme Court of the State of New York, Kings County (filed January 22, 2010); • Casey Slyter v. GNC Corporation, et al., U.S. District Court, District of Kansas, 10CV2065 (filed January 29, 2010); • Debra Rutherford, et al. v. Muscletech Research and Development, Inc., U.S. District Court, Northern District of Alabama, 10CV370 (filed February 19, 2010); • Edward J. Torres v. General Nutrition Centers, Inc., et al., Superior Court of Arizona, Maricopa County, CV2010-005999 (filed March 11, 2010); • Amber Lutz, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of Orange, 30-2010 00357532 (filed March 26, 2010); • Shannon Justers, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of Orange, 30-2010 00357521 (filed March 26, 2010); • William Crowell, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of Orange, 30-2010 00357528 (filed March 26, 2010); • Scott Rosenthal, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of San Francisco, CGC 10-498138 (filed March 26, 2010); • Richard Limpert, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of San Francisco, CGC 10-498137 (filed March 26, 2010); • Savoen Roeun, et al. v. General Nutrition Centers, Inc., et al., Superior Court of California, County of San Francisco, CGC 10-497919 (filed March 19, 2010); • Torris Lucas, et al. v. GNC Corporation, et al., U.S. District Court, Northern District of Alabama, 10CV780 (filed March 31, 2010);

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

• Phillip Sims v. GNC Corporation, et al., U.S. District Court, District of New Jersey, 10CV1728 (filed April 5, 2010); • Donna Natali v. GNC Corporation, et al., Superior Court of New Jersey, Atlantic County, ATL-L-001499-10 (filed April 5, 2010); • Matthew Carhart v. GNC Corporation, et al., Court of Common Pleas Philadelphia County, 10-0402210 (filed April 15, 2010); • Michael Brown v. GNC Corporation, et al., Court of Common Pleas Philadelphia County, 10-0402217 (filed April 15, 2010); and • Alan D’Alessio, Jr. v. GNC Corporation, et al., Court of Common Pleas Philadelphia County, 10-0402214 (filed April 15, 2010).

The following putative class actions generally include claims of consumer fraud, misrepresentation, strict liability, and breach of warranty related to Hydroxycut-branded products:

• Andrew Dremak, et al. v. Iovate Health Sciences Group, Inc., et al., U.S. District Court, Southern District of California, 09CV1088 (filed May 19, 2009); • Enjoli Pennier, et al. v. Iovate Health Sciences, et al., U.S. District Court, Eastern District of Louisiana, 09CV3533 (filed May 13, 2009); • Alejandro M. Jimenez, et al. v. Iovate Health Sciences, Inc., et al., U.S. District Court, Eastern District of California, 09CV1473 (filed May 28, 2009); • Amy Baker, et al. v. Iovate Health Sciences USA, Inc., et al., U.S. District Court, Northern District of Alabama, 09CV872 (filed May 4, 2009); • Kyle Davis and Sara Carreon, et al. v. Iovate Health Sciences USA, Inc., et al., U.S. District Court, Northern District of Alabama, 09CV896 (filed May 7, 2009); and • Lenny Charles Gunn, et al. v. Iovate Health Sciences Group, Inc., et al., U.S. District Court, Southern District of California, 09CV2337 (filed October 24, 2009).

By court order dated October 6, 2009, the United States Judicial Panel on Multidistrict Litigation consolidated pretrial proceedings of many of the pending actions (including the above-listed GNC class actions) in the Southern District of California (In re: Hydroxycut Marketing and Sales Practices Litigation, MDL No. 2087). Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

Bedell Claim. On May 1, 2009, plaintiff Eugene Bedell, Jr. filed a personal injury complaint against, among others, the Company and GNC Corporation, in Circuit Court of Loudoun County, Virginia. Plaintiff alleges that his use and consumption of a non-GNC product called “Nitro T3” caused him to have a stroke. Plaintiff makes certain allegations regarding the risks of using and consuming Nitro T3 and GNC’s alleged failure to warn consumers of those risks. Plaintiff seeks unspecified monetary damages. Under its purchasing agreement with the vendor, WellNx, GNC tendered the matter to WellNx for defense and indemnification. WellNx has accepted GNC’s request for defense and indemnification. Any liabilities that may arise from this matter are not probable or reasonably estimable at this time.

Chen Claim. On April 30, 2009, plaintiff Yuging “Phillis” Chen filed a Third Amended Complaint against, among others, Nutra Manufacturing, Inc., in the Superior Court of California for the County of Los Angeles. Plaintiff alleges that her use and consumption of various products, including Mega Garlic Plus and Herbalifeline, manufactured by Nutra Manufacturing, caused personal injuries. Plaintiff asserts, among other things, claims for strict liability, negligence, and fraud, and seeks unspecified monetary damages. Any liabilities that may arise from this matter are not probable or reasonably estimable at this time.

California False Labeling and Consumer Fraud Claims. Beginning in May 2009, a series of false labeling and consumer fraud cases (listed below) were filed in California in connection with label claims of non-GNC products sold in the Company’s stores. The following cases are active:

	•		Richard Johnson, et al. v. Vianda, LLC, et al., Superior Court of California, County of Los Angeles, BC 423825 (filed October 20, 2009);
	•		Michael Flores, et al. v. EP2. Inc., et al., U.S. District Court, Central District of California, 09CV7872 (filed October 28, 2009); and

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

• Shalena Dysthe, et al. v. Basic Research, et al., U.S. District Court, Central District of California, 09CV8013 (filed November 2, 2009).

GNC tendered each of the above matters to the applicable vendor for defense and indemnification. Each such vendor accepted GNC’s request for defense and indemnification. Any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

Environmental Compliance

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

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

Contingencies

Due to the nature of the Company’s business operations having a presence in multiple taxing jurisdictions, the Company periodically receives inquiries and/or audits from various ~~state and local~~ taxing authorities. Any probable and reasonably estimable liabilities that may arise from these inquiries have been accrued and reflected in the accompanying financial statements.

1614

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

NOTE 8. STOCK-BASED COMPENSATION PLANS

Stock Options

In 2007, the Board of Directors of Parent (the “Board”) and Parent’s stockholders approved and adopted the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable Parent to attract and retain highly qualified personnel who will contribute to the success of the Company. The Plan provides for the granting of stock options, restricted stock, and other stock-based awards. The Plan is available to certain eligible employees, directors, consultants or advisors as determined by the Compensation Committee of the Board (the “Compensation Committee”). The total number of shares of Parent’s Class A common stock reserved and available for the Plan is 10.4 million shares. Stock options under the Plan generally are granted with exercise prices at or above fair market value, typically vest over a four or five-year period and expire ten years from the date of grant. The Compensation Committee has used a ~~valuation~~ valuation methodology in which the fair market value of the common stock is based on the Company’s ~~business~~ business enterprise value and, in situations deemed appropriate by the Compensation Committee, may be be discounted to reflect the lack of marketability associated with the common stock. No stock appreciation rights, restricted stock, deferred stock or performance shares have been granted under the Plan.

The Company utilizes the Black-Scholes model to calculate the fair value of options under the standard on stock compensation. The resulting compensation cost is recognized in the Company’s financial statements over the option vesting period. At ~~March~~June 3130, 2010, the net unrecognized compensation cost was $87.87 million and is expected to be recognized over a weighted average period of approximately 2.53 years.

The following table outlines the Parent’s stock option activity:

				Weighted
				Average
	Total Options			Exercise Price
Outstanding at December 31, 2009		9,263,640		$	7.27
Granted		~~255~~380,000			1211.2957
Exercised		—			—
Forfeited		(~~130~~377,~~016~~325	)		67.2564
Expired		(28,502	)		6.25
Outstanding at March 31, 2010		9,360,122		$	7.43
Outstanding at June 30, 2010		9,237,813		$	7.44
Exercisable at March 31, 2010		4,762,099		$	6.70
Exercisable at June 30, 2010		4,825,576		$	6.70

The standard on stock compensation requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. Stock-based compensation expense for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 was $01.86 million and $01.73 million, respectively.

17 As of June 30, 2010, the weighted average remaining contractual life of outstanding options was 7.1 years. At June 30, 2010, the weighted average remaining contractual life of exercisable options was 6.5 years. The weighted average fair value of options granted during 2010 was $1.99.

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

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

As of March 31, 2010, the weighted average remaining contractual life of outstanding options was 7.3 years. At March 31, 2010, the weighted average remaining contractual life of exercisable options was 6.9 years. The weighted average fair value of options granted during 2010 was $3.43.


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

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

		March 31,
		2010
		(unaudited)
Dividend yield		0.00%
Expected option life		7.5 years
Volatility factor percentage of market price		31.5%
Discount rate		3.06 - 3.28%

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

18NOTE 9. SEGMENTS

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

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

NOTE 9. SEGMENTS


	Three months ended						Six months ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
	(unaudited)
	(in thousands)
Revenue:
Retail	$	342,834		$	316,942		$	693,668		$	650,654
Franchise		73,043			69,225			145,645			133,708
Manufacturing/Wholesale:
Intersegment ⁽¹⁾		51,262			50,267			98,607			98,018
Third Party		40,026			46,249			81,609			87,951

Sub total Manufacturing/Wholesale		91,288			96,516			180,216			185,969
Sub total segment revenues		507,165			482,683			1,019,529			970,331
Intersegment elimination ⁽¹⁾		(51,262	)		(50,267	)		(98,607	)		(98,018	)

Total revenue	$	455,903		$	432,416		$	920,922		$	872,313


Operating income:
Retail	$	49,382		$	41,583		$	99,578		$	86,026
Franchise		22,930			19,550			45,331			38,757
Manufacturing/Wholesale		16,367			17,337			33,239			35,218
Unallocated corporate and other costs:
Warehousing and distribution costs		(13,773	)		(13,700	)		(27,665	)		(27,017	)
Corporate costs		(18,192	)		(18,932	)		(36,097	)		(36,992	)

Sub total unallocated corporate and other costs		(31,965	)		(32,632	)		(63,762	)		(64,009	)

Total operating income	$	56,714		$	45,838		$	114,386		$	95,992

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

	Three months ended
	March 31,			March 31,
	2010			2009
	(unaudited)
	(in thousands)
Revenue:
Retail	$	350,834		$	333,712
Franchise		72,602			64,483
Manufacturing/Wholesale:
Intersegment (1)		47,345			47,751
Third Party		41,583			41,702
Sub total Manufacturing/Wholesale		88,928			89,453
Sub total segment revenues		512,364			487,648
Intersegment elimination (1)		(47,345	)		(47,751	)
Total revenue	$	465,019		$	439,897
Operating income:
Retail	$	50,196		$	44,443
Franchise		22,401			19,207
Manufacturing/Wholesale		16,872			17,881
Unallocated corporate and other costs:
Warehousing and distribution costs		(13,892	)		(13,317	)
Corporate costs		(17,905	)		(18,060	)
Sub total unallocated corporate and other costs		(31,797	)		(31,377	)
Total operating income	$	57,672		$	50,154


⁽¹⁾		Intersegment revenues are eliminated from consolidated revenue.

1917

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

NOTE 10. SUPPLEMENTAL GUARANTOR INFORMATION

As of ~~March~~June 3130, 2010 the Company’s debt included its 2007 Senior Credit Facility, Senior ~~Toggle~~ Toggle Notes and 10.75% Senior Subordinated Notes. The 2007 Senior Credit Facility has been guaranteed by the Company’s direct parent, GNC Corporation, and the Company’s existing and future direct and indirect material domestic subsidiaries. The Senior Toggle Notes are general non ~~collateralized~~ collateralized obligations of the Company, are effectively subordinated to the Company’s 2007 Senior Credit Facility to the extent of the value of the collateral securing the 2007 Senior Credit Facility and are senior in right of payment to all existing and future subordinated obligations of the Company, including its 10.75% Senior Subordinated Notes. The Senior Toggle Notes are ~~unconditionally~~ unconditionally guaranteed on a non collateralized basis by all of the Company’s existing and future direct and indirect material domestic subsidiaries. The 10.75% Senior Subordinated Notes are general non collateralized obligations and are guaranteed on a senior subordinated basis by the Company’s existing and future direct and indirect material domestic subsidiaries and rank junior in right of payment to the Company’s 2007 Senior Credit Facility and Senior Toggle Notes. The guarantors are the same for the 2007 Senior Credit Facility, Senior Toggle Notes and 10.75% Senior Subordinated Notes. Non-guarantor subsidiaries include the Company’s direct and indirect foreign subsidiaries. Each subsidiary guarantor is 100% owned, directly or indirectly, by the Company. The guarantees are full and unconditional and joint and several. Investments in subsidiaries are accounted for under the equity method of accounting.

Presented below are condensed consolidating financial statements of the Company as the parent/issuer, and the combined guarantor and non-guarantor subsidiaries as of ~~March~~June 3130, 2010, ~~and~~ December 31, 2009, and the three and six months ended ~~March~~June 3130, 2010 and 2009. Intercompany balances and transactions have been eliminated.

2018

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

Supplemental Condensed Consolidating Balance Sheets

Combined

Parent/

Guarantor

Non-Guarantor

March 31, 2010

Issuer

Subsidiaries

Eliminations

Consolidated

June 30, 2010

Issuer

Subsidiaries

Eliminations

Consolidated

(unaudited)

(in thousands)

Current assets

Cash and cash equivalents

~~104~~110,~~446~~581

2,~~904~~965

34,~~278~~969

—

~~110~~118,~~628~~515

Receivables, net

~~483~~493

9591,~~927~~625

~~554~~744

—

9692,~~964~~862

Intercompany receivables

8480,~~010~~223

—

(8480,~~010~~223

)

—

Inventories, net

—

~~360~~365,~~503~~756

29,~~684~~913

—

~~390~~395,~~187~~669

Prepaids and other current assets

1014,~~078~~466

2118,~~593~~224

4,~~212~~586

—

3537,~~883~~276

Total current assets

~~199~~205,~~017~~763

~~480~~478,~~927~~570

3740,~~728~~212

(8480,~~010~~223

)

~~633~~644,~~662~~322

Goodwill

—

624,~~340~~442

468

—

624,~~808~~910

Brands

—

720,000

—

720,000

Property, plant and equipment, net

6,~~733~~545

~~162~~159,~~383~~729

28,~~573~~054

—

~~197~~194,~~689~~328

Investment in subsidiaries

1,~~578~~604,~~724~~858

(7,~~750~~903

)

—

(1,~~570~~596,~~974~~955

)

—

Other assets

2826,~~021~~971

~~155~~153,~~084~~162

—

(8,781

)

~~174~~171,~~324~~352

Total assets

1,~~812~~844,~~495~~137

2,~~134~~128,~~984~~000

6668,~~769~~734

(1,~~663~~685,~~765~~959

)

2,~~350~~354,~~483~~912

Current liabilities

2232,~~235~~175

~~212~~183,~~970~~559

1113,~~233~~486

—

~~246~~229,~~438~~220

Intercompany payables

—

6560,~~441~~787

1819,~~569~~436

(8480,~~010~~223

)

—

Total current liabilities

2232,~~235~~175

~~278~~244,~~411~~346

2932,~~802~~922

(8480,~~010~~223

)

~~246~~229,~~438~~220

Long-term debt

1,052,~~439~~542

3026

1413,~~108~~718

(8,781

)

1,057,~~796~~505

Deferred tax liabilities

(41,~~594~~776

)

294,~~087~~086

(439

)

—

~~289~~291,~~054~~871

Other long-term liabilities

2517,~~253~~848

1213,~~968~~327

1,~~812~~793

—

4032,~~033~~968

Total liabilities

1,~~095~~100,~~333~~789

~~585~~551,~~496~~785

4547,~~283~~994

(9289,~~791~~004

)

1,~~633~~611,~~321~~564

Total stockholder’s equity (deficit)

~~717~~743,~~162~~348

1,~~549~~576,~~488~~215

2120,~~486~~740

(1,~~570~~596,~~974~~955

)

~~717~~743,~~162~~348

Total liabilities and stockholder’s equity (deficit)

1,~~812~~844,~~495~~137

2,~~134~~128,~~984~~000

6668,~~769~~734

(1,~~663~~685,~~765~~959

)

2,~~350~~354,~~483~~912

2119

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

Supplemental Condensed Consolidating Balance Sheets


				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
December 31, 2009	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in thousands)
Current assets
Cash and cash equivalents	$	77,797		$	(4,801	)	$	2,093		$	—		$	75,089
Receivables, net		895			92,273			1,187			—			94,355
Intercompany receivables		139,168			—			—			(139,168	)		—
Inventories, net		—			339,975			30,517			—			370,492
Prepaids and other current assets		19,308			14,409			8,502			—			42,219

Total current assets		237,168			441,856			42,299			(139,168	)		582,155

Goodwill		—			624,285			468			—			624,753
Brands		—			720,000			—			—			720,000
Property, plant and equipment, net		7,409			163,882			28,290			—			199,581
Investment in subsidiaries		1,550,708			(7,687	)		—			(1,543,021	)		—
Other assets		28,876			157,018			—			(8,781	)		177,113

Total assets	$	1,824,161		$	2,099,354		$	71,057		$	(1,690,970	)	$	2,303,602


Current liabilities
Current liabilities	$	34,129		$	154,435		$	11,023		$	—		$	199,587
Intercompany payables		—			113,359			25,809			(139,168	)		—

Total current liabilities		34,129			267,794			36,832			(139,168	)		199,587

Long-term debt		1,052,341			32			14,493			(8,781	)		1,058,085
Deferred tax liabilities		(4,754	)		294,087			(439	)		—			288,894
Other long-term liabilities		24,929			14,129			462			—			39,520

Total liabilities		1,106,645			576,042			51,348			(147,949	)		1,586,086
Total stockholder’s equity (deficit)		717,516			1,523,312			19,709			(1,543,021	)		717,516

Total liabilities and stockholder’s equity (deficit)	$	1,824,161		$	2,099,354		$	71,057		$	(1,690,970	)	$	2,303,602

2220

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

Supplemental Condensed Consolidating Statements of Operations

Combined

Parent/

Guarantor

Non-Guarantor

Three months ended March 31, 2010

Issuer

Subsidiaries

Eliminations

Consolidated

Three months ended June 30, 2010

Issuer

Subsidiaries

Eliminations

Consolidated

(unaudited)

(in thousands)

Revenue

—

~~439~~431,~~780~~575

2827,~~431~~887

(3,~~192~~559

)

~~465~~455,~~019~~903

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

—

~~281~~275,~~901~~228

20,~~408~~582

(3,~~192~~559

)

~~299~~292,~~117~~251

Gross profit

—

~~157~~156,~~879~~347

87,~~023~~305

—

~~165~~163,~~902~~652

Compensation and related benefits

10,~~169~~932

5352,~~330~~276

4,~~259~~425

—

67,~~758~~633

Advertising and promotion

—

1513,~~167~~781

~~287~~341

—

1514,~~454~~122

Other selling, general and administrative

87,~~103~~783

1617,~~735~~245

~~256~~136

—

25,~~094~~164

Subsidiary (income) expense

(27,~~066~~532

)

63154

—

27,~~003~~378

—

Other (income) expense

(17,~~343~~674

)

1516,~~483~~504

1,~~784~~189

—

~~(76~~19

)

Operating income (loss)

26,~~137~~491

5756,~~101~~387

1,~~437~~214

(27,~~003~~378

)

5756,~~672~~714

Interest expense, net

~~849~~890

15,~~507~~150

~~273~~277

—

16,~~629~~317

Income (loss) before income taxes

25,~~288~~601

41,~~594~~237

~~1,164~~937

(27,~~003~~378

)

4140,~~043~~397

Income tax (benefit) expense

~~(671~~—

)

1514,~~418~~510

~~337~~286

—

1514,~~084~~796

Net income (loss)

25,~~959~~601

26,~~176~~727

~~827~~651

(27,~~003~~378

)

25,~~959~~601

Supplemental Condensed Consolidating Statements of Operations

Combined

Parent/

Guarantor

Non-Guarantor

Three months ended March 31, 2009

Issuer

Subsidiaries

Eliminations

Consolidated

Six months ended June 30, 2010

Issuer

Subsidiaries

Eliminations

Consolidated

(unaudited)

(in thousands)

Revenue

—

~~418~~871,~~582~~355

2456,~~412~~318

(36,~~097~~751

)

~~439~~920,~~897~~922

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

—

~~272~~557,~~177~~129

1640,~~649~~990

(36,~~097~~751

)

~~285~~591,~~729~~368

Gross profit

—

~~146~~314,~~405~~226

715,~~763~~328

—

~~154~~329,~~168~~554

Compensation and related benefits

1021,~~084~~101

51105,~~535~~606

38,~~706~~684

—

65135,~~325~~391

Advertising and promotion

—

1428,~~473~~948

~~266~~628

—

1429,~~739~~576

Other selling, general and administrative

815,~~224~~886

1533,~~411~~980

~~218~~392

—

2350,~~853~~258

Subsidiary (income) expense

(2054,~~438~~598

)

~~(1,445~~217

)

—

2154,~~883~~381

—

Other (income) expense

(1735,~~592~~017

)

1631,~~707~~987

~~982~~2,973

—

97(57

)

Operating income (loss)

1952,~~722~~628

49113,~~724~~488

2,~~591~~651

(2154,~~883~~381

)

50114,~~154~~386

Interest expense, net

~~875~~1,739

1730,~~895~~657

~~292~~550

—

1932,~~062~~946

Income (loss) before income taxes

1850,~~847~~889

3182,~~829~~831

2,~~299~~101

(2154,~~883~~381

)

3181,~~092~~440

Income tax (benefit) expense

(~~598~~671

)

1129,~~391~~928

~~854~~623

—

1129,~~647~~880

Net income (loss)

1951,~~445~~560

2052,~~438~~903

1,~~445~~478

(2154,~~883~~381

)

1951,~~445~~560

2321

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

Supplemental Condensed Consolidating Statements of ~~Cash Flows~~Operations

				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
Three months ended March 31, 2010	Issuer			Subsidiaries			Subsidiaries			Consolidated
Three months ended June 30, 2009	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
				~~(unaudited)~~			(unaudited)
				~~(in thousands)~~			(in thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	69,850		$	2,250		$	72,100
Revenue	$	—		$	410,575		$	25,029		$	(3,188	)	$	432,416
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of sales, including costs of warehousing, distribution and occupancy		—			266,292			17,802			(3,188	)		280,906
Capital expenditures		(556	)		(6,090	)		(667	)		(7,313	)
Gross profit		—			144,283			7,227			—			151,510
Investment/distribution		55,826			(55,826	)		—			—
Compensation and related benefits		10,658			50,841			4,027			—			65,526
Other investing		—			(226	)		—			(226	)
Advertising and promotion		—			14,173			222			—			14,395
Net cash provided by (used in) investing activities		55,270			(62,142	)		(667	)		(7,539	)
Other selling, general and administrative		8,910			17,049			(78	)		—			25,881
CASH FLOWS FROM FINANCING ACTIVITIES:
Subsidiary (income) expense		(19,207	)		(1,509	)		—			20,716			—
Dividend payment		(28,384	)		—			—			(28,384	)
Other (income) expense		(18,547	)		17,543			874			—			(130	)
Other financing		(237	)		(3	)		(359	)		(599	)
Operating income (loss)		18,186			46,186			2,182			(20,716	)		45,838
Net cash used in financing activities		(28,621	)		(3	)		(359	)		(28,983	)
Interest expense, net		889			15,894			298			—			17,081
Effect of exchange rate on cash		—			—			(39	)		(39	)
Income (loss) before income taxes		17,297			30,292			1,884			(20,716	)		28,757
Net increase in cash		26,649			7,705			1,185			35,539
Income tax (benefit) expense		(669	)		11,085			375			—			10,791
Beginning balance, cash		77,797			(4,801	)		2,093			75,089
Net income (loss)	$	17,966		$	19,207		$	1,509		$	(20,716	)	$	17,966
Ending balance, cash	$	104,446		$	2,904		$	3,278		$	110,628

24Supplemental Condensed Consolidating Statements of Operations


				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
Six months ended June 30, 2009	Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidated
							(unaudited)
							(in thousands)
Revenue	$	—		$	829,157		$	49,441	$	(6,285	)	$	872,313

Cost of sales, including costs of warehousing, distribution and occupancy		—			538,469			34,451		(6,285	)		566,635

Gross profit		—			290,688			14,990		—			305,678

Compensation and related benefits		20,742			102,376			7,733		—			130,851
Advertising and promotion		—			28,646			488		—			29,134
Other selling, general and administrative		17,134			32,460			140		—			49,734
Subsidiary (income) expense		(39,645	)		(2,954	)		—		42,599			—
Other (income) expense		(36,139	)		34,250			1,856		—			(33	)

Operating income (loss)		37,908			95,910			4,773		(42,599	)		95,992

Interest expense, net		1,764			33,789			590		—			36,143

Income (loss) before income taxes		36,144			62,121			4,183		(42,599	)		59,849

Income tax (benefit) expense		(1,268	)		22,476			1,229		—			22,437

Net income (loss)	$	37,412		$	39,645		$	2,954	$	(42,599	)	$	37,412

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

Supplemental Condensed Consolidating Statements of Cash Flows

				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
Three months ended March 31, 2009	Issuer			Subsidiaries			Subsidiaries			Consolidated
Six months ended June 30, 2010	Issuer			Subsidiaries			Subsidiaries			Consolidated
				(unaudited)
				(in thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	2981,~~259~~712		$	54,~~083~~842		$	3486,~~342~~554
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(~~754~~1,246	)		(411,~~071~~114	)		(~~714~~1,315	)		(513,~~539~~675	)
Investment/distribution		5762,~~258~~651			(5762,~~258~~651	)		—			—
Other investing		—			(~~300~~175	)		—			(~~300~~175	)
Net cash provided by (used in) investing activities		5661,~~504~~405			(6173,~~629~~940	)		(~~714~~1,315	)		(513,~~839~~850	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation investment in General Nutrition Centers, Inc.		(278	)		—			—			(278	)
Dividend payment		(28,384	)		—			—			(28,384	)
Other financing		(~~4,569~~237	)		(36	)		(~~334~~723	)		(~~4,906~~966	)
Net cash used in financing activities		(428,~~847~~621	)		(36	)		(~~334~~723	)		(529,~~184~~350	)
Effect of exchange rate on cash		—			—			972			972
Net increase (decrease) in cash		51,657			(32,373	)		4,044			23,328
Net increase in cash		32,784			7,766			2,876			43,426
Beginning balance, cash		—77,797			40(4,~~077~~801	)		2,~~230~~093			4275,~~307~~089
Ending balance, cash	$	51110,~~657~~581		$	72,~~704~~965		$	64,~~274~~969		$	65118,~~635~~515

2523

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


				Combined			Combined
	Parent/			Guarantor			Non-Guarantor
Six months ended June 30, 2009	Issuer			Subsidiaries			Subsidiaries			Consolidated
				(unaudited)
				(in thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	53,496		$	2,846		$	56,342

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(1,359	)		(8,230	)		(1,714	)		(11,303	)
Investment/distribution		85,810			(85,810	)		—			—
Other investing		—			(892	)		—			(892	)

Net cash provided by (used in) investing activities		84,451			(94,932	)		(1,714	)		(12,195	)

CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation investment in General Nutrition Centers, Inc.		(278	)		—			—			(278	)
Financing fees		(45	)		—			—			(45	)
Other financing		(18,944	)		(4	)		(675	)		(19,623	)

Net cash used in financing activities		(19,267	)		(4	)		(675	)		(19,946	)

Effect of exchange rate on cash		—			—			67			67


Net increase (decrease) in cash		65,184			(41,440	)		524			24,268

Beginning balance, cash		—			40,077			2,230			42,307


Ending balance, cash	$	65,184		$	(1,363	)	$	2,754		$	66,575

NOTE 11. INCOME TAXES

The Company ~~recognized~~files ~~$15~~a consolidated U.~~1 million~~S. offederal ~~income~~tax return and various consolidated and separate tax ~~expense~~returns ~~(or~~as ~~36.8%~~prescribed ofby ~~pre-~~the tax ~~income)~~laws ~~during~~of the state, local, and international jurisdictions in which it and its subsidiaries operate. The Company has been audited by the ~~three~~Internal ~~months~~Revenue Service ~~ended~~(the “IRS”) through its March 3115, ~~2010~~2007 ~~compared~~tax year. The Company has various state, local, and international jurisdiction tax years open to ~~$11.6 million~~examination (orthe ~~37.5%~~earliest ofopen ~~pre-tax~~period ~~income~~is 2003), ~~for~~and is ~~the~~also ~~same~~currently ~~period~~under audit in certain state and local jurisdictions. As of ~~2009~~June 30, 2010, the Company believes that it has appropriately reserved for any potential federal, state, local, and international income tax exposures.

The Company ~~files~~recorded aadditional ~~consolidated~~unrecognized ~~federal~~ tax ~~return~~benefits ~~and~~of ~~various~~approximately ~~consolidated~~$0.6 million ~~and~~during the ~~separate~~six ~~tax~~months ended June 30, 2010, exclusive of $0.9 million settled. The additional unrecognized ~~returns~~tax asbenefits ~~prescribed~~recorded byduring the six months ended June 30, 2010 are principally related to the continuation of previously taken tax ~~laws~~positions. As of ~~the~~June 30, ~~state~~2010 and ~~local~~December 31, ~~jurisdictions~~2009, inthe Company ~~which~~had it$6.4 million and ~~its subsidiaries~~$6.8 million, ~~operate~~respectively, of unrecognized tax benefits. ~~The~~As of June 30, 2010, the Company ~~has~~is ~~been~~not ~~audited~~aware byof any tax positions for which it is reasonably possible that the ~~Internal~~amounts ~~Revenue~~of ~~Service~~unrecognized (tax benefits will significantly increase or decrease within the ~~“IRS”)~~next 12 ~~through~~months. ~~its~~The ~~March 15~~amount of unrecognized tax benefits that, ~~2007~~if recognized, would affect the effective tax rate ~~year~~is $6.4 million. The Company ~~has~~recognizes ~~various~~accrued ~~state~~interest and ~~local~~penalties ~~jurisdiction~~related ~~tax~~to ~~years~~unrecognized ~~open~~tax tobenefits ~~examination~~in ~~(the~~income ~~earliest~~tax ~~open~~expense. ~~period~~The isCompany ~~2003),~~had accrued approximately $2.3 million and is$2.2 million, ~~also~~respectively, ~~currently~~for ~~under~~June 30, ~~audit~~2010 and December 31, 2009 in ~~certain~~ ~~state~~potential interest and penalties ~~local~~associated ~~jurisdictions.~~with Asuncertain oftax ~~March 31,~~positions. ~~2010,~~To the ~~Company~~extent ~~believes~~interest ~~that~~and itpenalties ~~has~~are not ~~appropriately~~assessed ~~reserved~~with ~~for~~respect ~~any~~to ~~potential~~the ~~federal~~ultimate settlement of uncertain tax positions, ~~state~~amounts previously accrued will be reduced and ~~local~~reflected as a reduction of the overall income tax ~~exposures~~provision.

~~The Company recorded additional unrecognized tax benefits of approximately $0.3~~24 million during the three months ended March 31, 2010, exclusive of amounts settled. The additional unrecognized tax benefits recorded during the three months ended March 31, 2010 are principally related to the continuation of previously taken tax positions. As of March 31, 2010 and December 31, 2009, the Company had $7.1 million and $6.8 million, respectively, of unrecognized tax benefits. As of March 31, 2010, the Company is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $6.2 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of March 31, 2010 and December 31, 2009, the Company had accrued approximately $2.4 million and $2.2 million, respectively, in potential interest and penalties associated with uncertain tax positions. To the extent interest and penalties are not assessed with respect to the ultimate settlement of uncertain tax positions, amounts previously accrued will be reduced and reflected as a reduction of the overall income tax provision.

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

NOTE 12. FAIR VALUE MEASUREMENT

The Company adopted the standard on fair value measurements and disclosures under the new Codification as of January 1, 2008. This standard defines fair value, establishes a consistent framework for measuring fair value, and expands disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:


		Level 1 —		observable inputs such as quoted prices in active markets for identical assets and liabilities;

		Level 2 —		observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other inputs that are observable, or can be corroborated by observable market data; and

		Level 3 —		unobservable inputs for which there are little or no market data, which require the reporting entity to develop its own assumptions.

26 The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2010 by level within the fair value hierarchy:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3
			(unaudited)
			(in thousands)
Other current liabilities	$	—	$	5,780	$	—

Other long-term liabilities	$	2,512	$	6,499	$	—

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

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2010 by level within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
			(in thousands)
Other long-term liabilities	$	2,448	$	14,240	$	—

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009 by level within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
			(in thousands)
Other current liabilities	$	—	$	—	$	—
Other long-term liabilities	$	2,337	$	14,679	$	—

The following is a description of the valuation methodologies used for these items, as well as the general classification of such items pursuant to the fair value hierarchy of the standard on fair value measurements and disclosures:

~~Other long-term liabilities. Other long-term liabilities classified as Level 1 consist of~~25 liabilities related to the Company’s non-qualified deferred compensation plan. The liabilities related to these plans are adjusted based on changes in the fair value of the underlying employee-directed investment choices. Since the employee-directed investment choices are exchange traded equity indexes with quoted prices in active markets, the liabilities are classified as within Level 1 on the fair value hierarchy. Other long-term liabilities classified as Level 2 consist of the Company’s interest rate swaps. The derivatives are pay-fixed, receive-variable interest rate swaps based on a LIBOR rate. Fair value is based on a model-derived valuation using the LIBOR rate, which is an observable input in an active market. Therefore, the Company’s derivative is classified as Level 2 on the fair value hierarchy.

In addition to the above table, the Company’s financial instruments also consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The Company did not elect to value its long-term debt with the fair value option in accordance with the standard on financial instruments. The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective durations.

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

Other Current Liabilities and Other Long-term Liabilities. Other long-term liabilities classified as Level 1 consist of liabilities related to the Company’s non-qualified deferred compensation plan. The liabilities related to this plan are adjusted based on changes in the fair value of the underlying employee-directed investment choices. Since the employee-directed investment choices are exchange traded equity indexes with quoted prices in active markets, the liabilities are classified as Level 1 on the fair value hierarchy. Other current liabilities and other long-term liabilities classified as Level 2 consist of the Company’s interest rate swaps. The derivatives are pay-fixed, receive-variable interest rate swaps based on a LIBOR rate. Fair value is based on a model-derived valuation using the LIBOR rate, which is an observable input in an active market. Therefore, the Company’s derivative is classified as Level 2 on the fair value hierarchy.

NOTE 13. RELATED PARTY TRANSACTIONS

Management Services Agreement. Upon consummation of the Merger, the Company entered into a management services agreement with Parent. Under the agreement, Parent provides the Company and its subsidiaries with certain services in exchange for an annual fee of $1.5 million, as well as customary fees for services rendered in connection with certain major financial transactions, plus reimbursement of expenses and a tax gross-up relating to a non-tax deductible portion of the fee. The Company provides customary indemnifications to Parent and its affiliates and those providing services on its behalf. In addition, upon consummation of the Merger, the Company incurred an aggregate fee of $10.0 million, plus reimbursement of expenses, payable to Parent for services rendered in connection with the Merger. For each of the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, $0.48 million was paid pursuant to this agreement.

Credit Facility. Upon consummation of the Merger, the Company entered into a $735.0 million credit agreement, under which various fund portfolios related to one of the Company’s sponsors, Ares, are lenders. As of ~~March~~June 3130, 2010, certain affiliates of Ares held approximately $62.1 million of term loans under the Company’s 2007 Senior Credit Facility.

Lease Agreements. General Nutrition Centres Company, a wholly owned subsidiary of the Company, is party to 21 lease agreements, as lessee, with Cadillac Fairview Corporation, as lessor, with respect to properties located in Canada (the “Lease Agreements”). Cadillac Fairview Corporation is a direct, wholly owned subsidiary of OTPP, one of the principal stockholders of Parent. For the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, the Company paid $01.75 million and $01.62 million, respectively, under the Lease Agreements. Each lease was negotiated in the ordinary course of business on an arm’s length basis.

Product Purchases. The Company purchases certain fish oil and probiotics products manufactured by Lifelong Nutrition, Inc. (“Lifelong”) for resale under the Company’s proprietary brand name WELLbeING. Carmen Fortino, who serves as one of the directors of the Company and its Parent, is the Managing Director, a member of the Board of Directors and a stockholder of Lifelong. For the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, the Company made $01.64 million and $12.6 million, respectively, in product purchases from Lifelong, excluding purchases pursuant to the Lifelong Agreement (as defined below).

28 Product Development and Distribution Agreement. On June 3, 2010, General Nutrition Corporation, a wholly owned subsidiary of the Company, and Lifelong entered into a Product Development and Distribution Agreement (the “Lifelong Agreement”), pursuant to which General Nutrition Corporation and Lifelong will develop a branded line of supplements to be manufactured by Lifelong. As described above, Mr. Fortino is the Managing Director, a member of the Board of Directors and a stockholder of Lifelong. Products manufactured under the Lifelong Agreement and sold in the Company’s stores will be purchased by the Company from Lifelong; products sold outside of the Company’s stores will be subject to certain revenue sharing arrangements. For the six months ended June 30, 2010, the Company made $1.2 million in product purchases from Lifelong under the Lifelong Agreement, and the Company did not receive any proceeds pursuant to the revenue sharing agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 1, “Financial Statements” in Part I of this quarterly report on Form 10-Q.

Forward-Looking Statements

The discussion in this section contains forward-looking statements that involve risks and uncertainties. Forward-looking statements 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. Forward-looking statements can be identified by the use of terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects,” “may,” “will,” “should,” “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. Factors that may materially affect such forward-looking statements include, among others:

• uncertainty of ~~continuing weakening of~~ the economy and its impact on us and our partners; • significant competition in our industry; • unfavorable publicity or consumer perception of our products; • the incurrence of material product liability and product recall costs; • costs of compliance and our failure to comply with new and existing governmental regulations including, but not limited to, tax regulations; • costs of litigation and the failure to successfully defend lawsuits and other claims against the Company; • the failure of our franchisees to conduct their operations profitably and limitations on our ability to terminate or replace under-performing franchisees; • economic, political, and other risks associated with our international operations; • our failure to keep pace with the demands of our customers for new products and services; • disruptions in our manufacturing system or losses of manufacturing certifications; • the lack of long-term experience with human consumption of ingredients in some of our products; • increases in the frequency and severity of insurance claims, particularly claims for which we are self-insured; • loss or retirement of key members of management; • increases in the cost of borrowings and limitations on availability of additional debt or equity capital; • the impact of our substantial debt on our operating income and our ability to grow; • the failure to adequately protect or enforce our intellectual property rights against competitors; • changes in applicable laws relating to our franchise operations; and • our inability to expand our franchise operations or attract new franchisees.

We caution that these forward-looking statements, and those described elsewhere in this report, involve material risks and uncertainties and are subject to change based on factors beyond our control as discussed within Item 1A of Part II of this Quarterly Report on Form 10-Q and Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009. 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,~~

2927

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.

Business Overview

We are a leading 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 www.gnc.com, franchise activities, and sales of products manufactured in our facilities to third parties. We sell products through a worldwide network of more than 7,000 locations operating under the GNC brand name.

Revenues and Operating Performance from our Business Segments

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

	•		Retail revenues are generated by sales to consumers at our company-owned stores and online through www.gnc.com. Although we believe that our retail and franchise businesses are not seasonal in nature, historically we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter, with the first half of the year being stronger than the second half of the year. As a leader in our industry, we expect our retail revenue growth to be consistent with projected industry growth as a result of our disproportionate market share, scale economies in purchasing and advertising, strong brand awareness, and vertical integration.

	•		Franchise revenues are generated primarily from:

	(1)		product sales to our franchisees;

	(2)		royalties on franchise retail sales; and

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

Since we do not anticipate the number of our domestic franchised stores to increase, we expect our domestic franchise revenue growth will be generated by royalties on increased franchise retail sales and product sales to our existing franchisees. We expect that an increase in the number of our international franchised stores over the next five years will result in increased initial franchise fees associated with new store openings and increased revenues from product sales to new franchisees. As international franchise trends continue to improve, we also anticipate that franchise revenue from international operations will be driven by increased product sales to 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.

	•		Manufacturing/wholesale revenues are generated through sales of manufactured products to third parties, generally for third-party private label brands, and the sale of our proprietary and third-party products to and through Rite Aid and www.drugstore.com. License fee revenue from the opening of GNC franchised store-within-a-store locations within Rite Aid stores is also recorded in this segment. Our revenues generated by our manufacturing and wholesale operations are subject to our available manufacturing capacity, and we anticipate that these revenues will remain stable over the next five years.

	•		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 significant operating leverage in our business.

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The following trends and uncertainties in our industry could positively or negatively affect our operating performance:

• broader consumer awareness of health and wellness issues and rising healthcare costs; • interest in, and demand for, condition-specific products based on scientific research; • significant effects of favorable and unfavorable publicity on consumer demand; • lack of a single product or group of products dominating any one product category; • lack of long-term experience with human consumption of ingredients of some of our products; • volatility in the diet category; • rapidly evolving consumer preferences and demand for new products; • costs associated with complying with new and existing ~~governmental~~regulations ~~regulation~~including, but not limited to, tax regulations; and • a change in disposable income available to consumers, as a result of current economic conditions.

Executive Overview

The first ~~quarter~~six months of 2010 resulted in revenue growth of 5.76%, ~~and~~operating ~~net~~ income growth of 3319.52%, ~~compared~~and tonet ~~the~~income ~~same period in 2009. This~~ growth ~~occurred~~of ~~primarily in the retail segment, as domestic retail comparable store sales increased 3~~38.10% ~~in the first quarter of 2010 as~~ compared to the same period in 2009. ~~Included~~Operating inincome ~~this increase is a 29.4%~~growth ~~increase~~resulted infrom ~~our~~higher ~~www.gnc.com business. The increase in retail~~ sales ~~revenue~~and ~~was~~margins ~~driven primarily by increases~~ in our ~~sports~~retail ~~nutrition~~and ~~category,~~franchise insegments ~~both our proprietary~~ and ~~third-party~~effective ~~products,~~cost ~~fueled~~controls byon ~~new~~unallocated ~~product introductions~~expenses. ~~This~~Net ~~sales~~income ~~increase,~~growth ~~along~~resulted ~~with~~primarily ~~increased~~from ~~margins,~~higher ~~resulted~~operating income inand alower ~~retail~~interest ~~segment~~expense, ~~operating~~a ~~income~~result ~~increase~~ of 12lower debt levels.~~9%.~~

In Revenue ~~the~~growth ~~first~~occurred ~~quarter~~primarily ofin ~~2010,~~the ~~our~~retail ~~franchise~~ segment, ~~continued~~as todomestic ~~demonstrate~~retail ~~the~~comparable ~~trends~~store ~~observable~~sales inincreased ~~2009,~~4.7% ~~with~~in the ~~domestic~~first ~~franchise~~six ~~business~~months ~~experiencing~~of ~~increasing~~2010 ~~product~~as ~~sales~~compared onto ~~a lower~~the ~~store~~same ~~base~~period in 2009. Included ~~The~~in ~~international~~this ~~franchise~~increase ~~business~~is ~~continued~~a to25.9% ~~grow,~~increase ~~and~~in ~~reflected~~our ~~higher wholesale~~www.gnc.com ~~product~~business. ~~sales~~The asincrease ain ~~result~~retail sales ofrevenue ~~improved~~was ~~period~~driven toprimarily ~~period~~by ~~comparisons~~increases in ~~the~~our ~~existing~~sports ~~store base~~nutrition ~~and~~category, ~~new~~in ~~growth.~~both Weour proprietary ~~added~~and 31third-party ~~international~~products, ~~stores~~fueled inby ~~the~~new ~~first~~product ~~quarter~~introductions. ofThis ~~2010.~~sales ~~The~~increase, ~~combined~~along ~~franchise~~with ~~segment~~increased ~~revenue grew 12.6%~~margins, ~~and~~resulted ~~operating~~in ~~income~~a ~~grew~~retail ~~16.6%~~segment inoperating ~~the~~income ~~first~~increase ~~quarter~~ of ~~2010 over the same period in 2009~~15.8%.

In the first ~~quarter~~six months of 2010, our ~~manufacturing~~franchise segment ~~showed~~continued ato ~~reduction~~demonstrate inthe ~~our contract~~trends ~~manufacturing~~observable ~~business~~in ~~compared~~2009, with the ~~first~~domestic ~~quarter~~franchise ofbusiness ~~2009,~~experiencing ~~partially~~increasing ~~offset~~product bysales on a lower store base. The international franchise business continued to grow, and reflected higher wholesale product sales as a result of improved period to period comparisons in the ~~Rite~~existing ~~Aid~~store base and ~~drugstore~~new growth.~~com~~ ~~businesses~~We added 74 international stores in the first six months of 2010. The combined franchise segment revenue grew 8.9%, and operating income grew 17.0% in the first six months of 2010 over the same period in 2009.

In the first ~~quarter~~six months of 2010, weour ~~announced~~manufacturing ansegment ~~alliance~~showed ~~with~~a ~~The~~reduction ~~Gatorade~~in ~~Company,~~our ~~a division~~contract ofmanufacturing ~~PepsiCo,~~business tocompared ~~launch~~with Gthe ~~Series Pro~~first –six amonths ~~new sports drink variant~~ of ~~Gatorade’s recently launched G Series. Through this alliance~~2009, Gpartially ~~Series Pro~~offset ~~will~~by ~~be distributed initially through an exclusive~~higher ~~co-marketing~~product ~~and~~sales ~~co-distribution~~to ~~collaboration~~the ~~with~~Rite usAid and ~~our network~~drugstore.com ~~of more than 3,500 company-owned and franchised GNC stores across the country~~businesses.

We In ~~believe that~~ the ~~strength~~first quarter of ~~our~~2010, ~~company~~we ~~and~~announced ~~its~~an ~~leadership~~alliance ~~position~~with inThe ~~the~~Gatorade ~~health~~Company ~~and~~(“Gatorade”), ~~wellness~~a ~~sector~~division ~~provide~~of ~~significant~~PepsiCo, ~~future~~to ~~opportunities~~launch toG ~~capitalize~~Series Pro on— ~~favorable~~a ~~demographics and~~new ~~consumer~~sports ~~trends.~~drink Invariant ~~our~~of ~~experience,~~Gatorade’s ~~and~~recently launched asG ~~our~~Series. ~~results~~In inthe ~~recent~~second ~~months~~quarter ~~show~~of 2010, ~~our~~G ~~customers have~~Series Pro ~~continued~~was todistributed ~~focus~~through ~~on their~~an ~~personal~~exclusive ~~health~~co-marketing and ~~well~~co-~~being~~distribution ~~during~~collaboration ~~economic~~between ~~downturns;~~Gatorade ~~nonetheless~~and us, autilizing ~~continued downturn or~~our annetwork ~~uncertain~~of ~~outlook~~more inthan ~~the~~5,400 ~~economy~~outlets ~~may materially and adversely affect our business and financial results~~nationwide.

~~While~~ In ~~our recent results do not reflect a negative impact due to~~ the ~~general~~second ~~downturn of the economy~~quarter, ~~the~~GNC ~~downturn could affect our business~~ and ~~operating~~PetSmart ~~results~~announced in the ~~future.~~launch ~~Our~~of ~~results depend on~~ a ~~number~~line of ~~factors~~dietary ~~impacting~~supplements designed ~~consumer~~for ~~spending,~~dogs ~~including,~~and ~~but~~cats. ~~not~~This ~~limited~~new toline, ~~general economic~~which ~~and~~recognizes ~~business~~the ~~conditions,~~unique ~~consumer~~dietary ~~confidence,~~needs ~~consumer~~of ~~debt levels~~pets, ~~availability of~~will ~~consumer~~be ~~credit,~~made ~~and~~exclusively ~~the~~for ~~level~~PetSmart ofand ~~customer~~available ~~traffic~~at ~~within~~PetSmart ~~malls~~ and ~~other shopping environments~~www. ~~Consumer~~petsmart.com ~~purchases~~beginning ofin ~~products,~~the fall ~~including ours and those~~ of ~~our partners, may decline during recessionary periods~~2010.

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We believe that the strength of our company and its leadership position in the health and wellness sector provide significant future opportunities to capitalize on favorable demographics and consumer trends. In our experience, and as our results in recent months show, our customers have continued to focus on their personal health and well-being during economic downturns; nonetheless, a continued downturn or an uncertain outlook in the economy may materially and adversely affect our business and financial results.

Our results depend on a number of factors impacting consumer spending, including, but not limited to, general economic and business conditions, consumer confidence, consumer debt levels, availability of consumer credit, and the level of customer traffic within malls and other shopping environments. Consumer purchases of products, including ours and those of our partners, may decline during recessionary periods.

If consumer purchases of products decline, we could be impacted in the following ways:

	•		retail sales at our company stores and through our website could decline;

	•		demand for our branded products produced at our manufacturing plant could decline;

	•		demand for products produced for distributors and other retailers / wholesalers could diminish;

	•		our domestic franchisees may choose not to renew their franchise licenses, which in turn would lower our franchise product revenue; and

	•		our international franchisees may experience decreased revenue resulting in lower royalties and product revenue to us; additionally, a strengthening of the U.S. dollar may impact us, as our international franchisees purchase inventory from and pay royalties to us in U.S. dollars.

In May 2009, the FDA warned consumers to stop using certain Hydroxycut products, produced by Iovate Health Sciences, Inc., which were sold in our stores. Iovate issued a voluntary recall, with which we immediately 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 the recall as a result of accepting returns of products from customers and a loss of sales as a Hydroxycut replacement product was not available. Through December 31, 2009, we had refunded approximately $3.5 million to our retail customers and approximately $1.6 million to our wholesale customers for Hydroxycut product returns. A significant majority of the retail refunds occurred in our second quarter of 2009; the wholesale refunds were recognized in the early part of the third quarter of 2009. All returns of product by our customers were recognized as a reduction in sales in the period when the return occurred. At the end of June 2009, Iovate launched new reformulated Hydroxycut products that we began to sell in our stores. Although post-recall sales of the new reformulated Hydroxycut have trailed pre-recall levels, strong sales in our core sports, vitamins and herbs products, along with other new third party diet products, helped to mitigate the decrease in sales from the Hydroxycut product line.

In light of these matters, we continue to focus on our core strategies. In the near term, we expect to concentrate on our primary strategies, in particular focusing on:

• driving top-line performance in each of our business segments by attracting new customers through product innovation and the introduction of new, scientifically backed products, improved product assortment, effective marketing campaigns designed to increase traffic at our and our franchisees’ stores and awareness of the GNC brand, and price competitiveness; • investing in key infrastructure areas for future growth, including e-commerce and international development; and • generating efficiencies and cost savings in the everyday operations of the business that will allow us to leverage profit margins on ~~modest~~ revenue growth.

We will continue to seek improvements in each of the business segments and position ourselves for long term growth.

~~Related Parties~~30

For the three months ended March 31, 2010 and 2009, we had related party transactions with Ares and OTPP and their affiliates. For further discussion of these transactions, see Item 13, “Certain Relationships and Related Transactions and Director Independence” and the “Related Party Transactions” note in our Annual Report on Form 10-K for the year ended December 31, 2009.

Related Parties

For the six months ended June 30, 2010 and 2009, we had related party transactions with Ares and OTPP and their affiliates. For further discussion of these transactions, see Item 13, “Certain Relationships and Related Transactions and Director Independence” and the “Related Party Transactions” note in our Annual Report on Form 10-K for the year ended December 31, 2009.

Results of Operations

The following information presented for the three and six months ended ~~March~~June 3130, 2010 and 2009 ~~was~~ was prepared by management and is unaudited. In the opinion of management, all adjustments ~~necessary~~ necessary for a fair statement of our financial position and operating results for such periods and as of such dates have been included.

As discussed in the “Segments” note to our consolidated financial statements, 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.

Results of Operations
(Dollars in millions and percentages expressed as a percentage of total net revenues)

	Three Months Ended			~~Three Months Ended~~							Six Months Ended
	March 31,					March 31,
	June 30,					June 30,					June 30,					June 30,
	2010					2009					2010					2009
	(unaudited)				~~(unaudited)~~
Revenues:
Retail	$	~~350~~342.8		75.52	%	$	~~333~~316.79		7573.83	%	$	693.7		75.3	%	$	650.6		74.6	%
Franchise		7273.61		1516.60	%		6469.52		1416.70	%		145.6		15.8	%		133.7		15.3	%
Manufacturing / Wholesale		4140.60		8.98	%		4146.73		910.57	%		81.6		8.9	%		88.0		10.1	%
Total net revenues		~~465~~455.09		100.0	%		~~439~~432.94		100.0	%		920.9		100.0	%		872.3		100.0	%
Operating expenses:
Cost of sales, including warehousing, distribution and occupancy costs		~~299~~292.13		64.31	%		~~285~~280.79		6465.90	%		591.4		64.2	%		566.6		65.0	%
Compensation and related benefits		67.86		14.69	%		65.35		1415.92	%		135.4		14.7	%		130.8		15.0	%
Advertising and promotion		1514.41		3.31	%		14.74		3.43	%		29.5		3.2	%		29.1		3.3	%
Other selling, general and administrative expenses		2223.93		45.91	%		2123.36		45.85	%		46.2		5.0	%		44.9		5.1	%
Amortization expense		21.29		0.54	%		2.63		0.64	%		4.1		0.5	%		4.9		0.6	%
Foreign currency (gain) loss		~~(0.1~~—	)	0.0	%		(0.1	)	0.0	%		(0.1	)	0.0	%		—		0.0	%
Total operating expenses		~~407~~399.32		87.6	%		~~389~~386.76		8889.64	%		806.5		87.6	%		776.3		89.0	%
Operating income:
Retail		5049.24		10.8	%		4441.46		109.16	%		99.6		10.8	%		86.0		9.9	%
Franchise		22.49		45.80	%		19.25		4.46	%		45.3		4.9	%		38.7		4.4	%
Manufacturing / Wholesale		16.94		3.6	%		17.93		4.0	%		33.3		3.6	%		35.2		4.0	%
Unallocated corporate and other costs:
Warehousing and distribution costs		(13.98	)	-3.0	%		(13.37	)	-3.02	%		(27.7	)	-3.0	%		(27.0	)	-3.1	%
Corporate costs		(1718.92	)	-34.80	%		(18.09	)	-4.14	%		(36.1	)	-3.9	%		(36.9	)	-4.2	%
Subtotal unallocated corporate and
Subtotal unallocated corporate and other costs, net		(32.0	)	-7.0	%		(32.6	)	-7.6	%		(63.8	)	-6.9	%		(63.9	)	-7.3	%
other costs, net		(31.8	)	-6.8	%		(31.3	)	-7.1	%
Total operating income		56.7		12.4	%		45.8		10.6	%		114.4		12.4	%		96.0		11.0	%
Total operating income		57.7		12.4	%		50.2		11.4	%
Interest expense, net		16.3					17.1					32.9					36.2
Interest expense, net		16.6					19.1
Income before income taxes		40.4					28.7					81.5					59.8
Income before income taxes		41.1					31.1
Income tax expense		14.8					10.7					29.9					22.4
Income tax expense		15.1					11.7
Net income	$	25.6				$	18.0				$	51.6				$	37.4
Net income	$	26.0				$	19.4

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 were derived from unrounded data and could occasionally differ immaterially if you were to use the table above for these calculations.

Comparison of the Three Months Ended June 30, 2010 and 2009

Revenues

Our consolidated net revenues increased $23.5 million, or 5.4%, to $455.9 million for the three months ended June 30, 2010 compared to $432.4 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 $25.9 million, or 8.2%, to $342.8 million for the three months ended June 30, 2010 compared to $316.9 million for the same period in 2009. The increase from 2009 to 2010 included an increase of $2.5 million for sales through www.gnc.com. Sales increases occurred primarily in the sports nutrition product category. Our domestic company-owned same store sales improved for the quarter by 6.5%. In the second quarter of 2010, our Canadian company-owned stores had a same store sales decline of 5.1%, in local currency. This decline was more than offset by the weakening of the U.S. dollar from 2009 to 2010. Our company-owned store base increased by 62 domestic stores to 2,687 compared to 2,625 at June 30, 2009, primarily due to new store openings and franchise store acquisitions, and by seven Canadian stores to 171 at June 30, 2010 compared to 164 at June 30, 2009.

Franchise. Revenues in our Franchise segment increased $3.9 million, or 5.5%, to $73.1 million for the three months ended June 30, 2010 compared to $69.2 million for the same period in 2009. Domestic franchise revenue decreased by $0.1 million compared to the same period in 2009. Domestic royalty income increased by $0.1 million for the quarter despite operating 44 fewer stores in the second quarter of 2010 compared to the same period in 2009. There were 892 stores at June 30, 2010 compared to 936 stores at June 30, 2009. International franchise revenue increased by $4.0 million, primarily the result of increases in product sales and franchise fees. International royalty income increased $0.8 million, as retail sales increases in our franchisees’ respective local currencies were impacted by the weakening of the U.S. dollar from 2009 to 2010. Our international franchise store base increased by 157 stores to 1,381 at June 30, 2010 compared to 1,224 at June 30, 2009.

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 and www.drugstore.com, decreased $6.3 million, or 13.5%, to $40.0 million for the three months ended June 30, 2010 compared to $46.3 million for the same period in 2009. Sales from the South Carolina plant decreased by $7.3 million, and revenues associated with Rite Aid increased by $1.2 million. Rite Aid product sales grew by $1.0 million and license fee revenue increased by $0.2 million as a result of Rite Aid opening 13 more franchise store-within-a-stores in the second quarter of 2010 as compared to the second quarter of 2009.

Cost of Sales

Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $11.4 million, or 4.0%, to $292.3 million for the three months ended June 30, 2010 compared to $280.9 million for the same period in 2009. Consolidated cost of sales, as a percentage of net revenue, was 64.1% and 65.0% for the three months ended June 30, 2010 and 2009, respectively. Increase in cost of sales was primarily due to higher sales volumes and store counts.

Selling, General and Administrative (“SG&A”) Expenses

Our consolidated SG&A expenses, including compensation and related benefits, advertising and promotion expense, other selling, general and administrative expenses, and amortization expense, increased $1.1 million, or 1.1%, to $106.9 million, for the three months ended June 30, 2010 compared to $105.8 million for the same period in 2009. These expenses, as a percentage of net revenue, were 23.5% for the three months ended June 30, 2010 compared to 24.5% for the three months ended June 30, 2009.

Compensation and related benefits. Compensation and related benefits increased $2.1 million, or 3.2%, to $67.6 million for the three months ended June 30, 2010 compared to $65.5 million for the same period in 2009. Increases occurred in (1) base wages of $1.8 million to support our increased store base and sales volume; (2) health insurance expenses of $0.5 million; and (3) other compensation expenses of $0.5 million. These increases were offset by declines in incentive and commission expenses of $0.7 million.

Advertising and promotion. Advertising and promotion expenses decreased $0.3 million, or 1.9%, to $14.1 million for the three months ended June 30, 2010 compared to $14.4 million during the same period in 2009. Advertising expense decreased primarily as a result of decreases in visual merchandising costs of $0.8 million and print advertising expenses of $0.8 million offset by an increase in media costs of $1.1 million. Other advertising costs accounted for the remaining $0.2 million increase.

Other SG&A. Other SG&A expenses, including amortization expense, decreased $0.7 million, or 2.8%, to $25.2 million for the three months ended June 30, 2010 compared to $25.9 million for the same period in 2009. This decrease was due to decreases in bad debt expenses of $0.6 million and depreciation and amortization expense of $0.8 million. These were offset by increases in third-party sales commissions of $0.6 million and other selling costs of $0.1 million.

Foreign Currency (Gain) Loss

Foreign currency (gain) loss for the three months ended June 30, 2010 and 2009 resulted primarily from accounts payable activity with our Canadian subsidiary. We recognized an immaterial loss for the three months ended June 30, 2010 and a gain of $0.1 million for the three months ended June 30, 2009.

Operating Income

As a result of the foregoing, consolidated operating income increased $10.9 million, or 23.7%, to $56.7 million for the three months ended June 30, 2010 compared to $45.8 million for the same period in 2009. Operating income, as a percentage of net revenue, was 12.4% and 10.6% for the three months ended June 30, 2010 and 2009, respectively.

Retail. Operating income increased $7.8 million, or 18.8%, to $49.4 million for the three months ended June 30, 2010 compared to $41.6 million for the same period in 2009. The increase was due to higher dollar margins on increased sales offset by increases in occupancy and other selling expenses.

Franchise. Operating income increased $3.4 million, or 17.3%, to $22.9 million for the three months ended June 30, 2010 compared to $19.5 million for the same period in 2009. The increase was due to increased wholesale product sales and international franchise royalty income.

Manufacturing/Wholesale. Operating income decreased $0.9 million, or 5.6%, to $16.4 million for the three months ended June 30, 2010 compared to $17.3 million for the same period in 2009 as declines in third-party sales from our South Carolina manufacturing operations were offset by increased wholesale sales to and license fee revenue from Rite Aid.

Warehousing and Distribution Costs. Unallocated warehousing and distribution costs increased $0.1 million, or 0.5%, to $13.8 million for the three months ended June 30, 2010 compared to $13.7 million for the three months ended June 30, 2009.

Corporate Costs. Corporate overhead costs decreased $0.7 million, or 3.9%, to $18.2 million for the three months ended June 30, 2010 compared to $18.9 million for the same period in 2009. This decrease was due to decreases in other selling, general and administrative offset by increases in compensation expenses.

Interest Expense

Interest expense decreased $0.8 million, or 4.5%, to $16.3 million for the three months ended June 30, 2010 compared to $17.1 million for the same period in 2009. This decrease was primarily attributable to decreases in interest rates on our variable rate debt in 2010 as compared to 2009 along with a reduction in outstanding debt of approximately $21.0 million from the prior year period.

Income Tax Expense

We recognized $14.8 million of income tax expense (or 36.6% of pre-tax income) during the three months ended June 30, 2010 compared to $10.7 million (or 37.5% of pre-tax income) for the same period of 2009.

~~Comparison~~Net ~~of the Three Months Ended March 31, 2010 and 2009~~Income

As a result of the foregoing, consolidated net income increased $7.6 million to $25.6 million for the three months ended June 30, 2010 compared to $18.0 million for the same period in 2009.

Comparison of the Six Months Ended June 30, 2010 and 2009

Revenues

Our consolidated net revenues increased $2548.16 million, or 5.76%, to $~~465~~920.09 million for the ~~three~~ six months ended ~~March~~June 3130, 2010 compared to $~~439~~872.93 million for the same period in 2009. The ~~increase~~ increase was the result of increased sales in ~~both of~~ our Retail and ~~Franchising~~Franchise segments, partially offset by a decline in our Manufacturing/Wholesale segment.

Retail. Revenues in our Retail segment increased $1743.1 million, or 56.16%, to $~~350~~693.87 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $~~333~~650.76 million for the same period in 2009. The increase from 2009 to 2010 included an increase of $35.49 million ~~for~~of sales through www.gnc.com. ~~Sales~~ Sales increases occurred primarily in the sports nutrition ~~product~~ category. Our domestic company-owned same store sales, ~~improved~~including ~~for~~our ~~the~~internet ~~quarter~~sales, improved by 34.17%. In for the ~~first~~six ~~quarter~~months ofended ~~2010~~June 30, ~~our~~2010 compared to the same period in 2009. Our Canadian company-owned ~~stores had a~~ same store sales ~~decline~~declined ~~of 3~~by 4.95%, in local currency, for the six months ended June 30, 2010 compared to the same period in 2009. This decline was more than offset by the weakening of the U.S. dollar from 2009 to 2010. Our company-owned store base increased by 5262 domestic stores to 2,~~674~~687 at June 30, 2010 compared to to 2,~~622~~625 at ~~March~~June 3130, 2009, primarily due to new store openings and franchise store acquisitions, ~~and~~ and by ~~nine~~seven Canadian stores to ~~170~~171 at ~~March~~June 3130, 2010 compared to ~~161~~164 at ~~March~~June 3130, 2009.

Franchise. Revenues in our Franchise segment increased $811.19 million, or 128.69%, to $72145.6 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $64133.57 million for the same period in 2009. Domestic franchise revenue increased by $1.98 million, ~~primarily~~for ~~due~~the tosix ~~increased~~months ~~product sales~~ended asJune 30, 2010 compared to the same period in 2009. ~~Domestic~~due ~~royalty~~to ~~income~~increased ~~was~~product ~~flat~~sales ~~for~~and ~~the~~franchise ~~quarter~~fee revenues. Domestic royalty income increased $0.1 million despite operating 4344 fewer stores in the first ~~quarter~~six months of 2010 compared to the same period in 2009. There were ~~901~~892 stores at ~~March~~June 3130, 2010 compared to ~~944~~936 stores at ~~March~~June 3130, 2009. International franchise revenue increased by $610.2 1 million, ~~primarily~~for the ~~result~~first six months of 2010 compared to the same period in 2009 primarily as a result of increases in product sales. International royalty income increased $01.96 million asfor ~~retail~~the first six months of 2010 as sales increases in our franchisees’ respective local currencies were impacted by the weakening of the U.S. dollar from 2009 to 2010. Our international franchise store base increased by ~~138~~157 stores to 1,~~338~~381 at ~~March~~June 3130, 2010 compared to 1,~~200~~224 at ~~March~~June 3130, 2009.

Manufacturing/Wholesale. Revenues in our Manufacturing/Wholesale segment, which includes third-party sales from our manufacturing ~~facilities~~facility in South Carolina, as well as wholesale sales to to Rite Aid and www.drugstore.com, decreased $06.14 million, or 07.32%, to $4181.6 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $4188.70 million for the same period in 2009. Sales ~~from~~decreased in the South Carolina plant ~~decreased~~ by $411.35 million, and revenues associated with Rite Aid increased by $34.89 million. This increase was due to increases in product sales to Rite Aid of $3.19 million and increased license fee revenue of $01.70 million as a result of Rite Aid opening 3649 more franchise store-within-a-stores in the first ~~quarter~~six months of 2010 as compared to the ~~first~~same ~~quarter~~period ofin 2009.

Cost of Sales

Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $1324.48 million, or 4.74%, to $~~299~~591.14 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $~~285~~566.76 million for the same period in 2009. Consolidated cost of sales, as a percentage of net revenue, was 64.32% and 6465.90% for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, respectively. Increase in cost of sales was primarily due to higher sales volumes and store counts.

~~Product costs. Product costs increased $9.5 million~~Selling, orGeneral ~~4.4%, to $226.4 million for the three months ended March 31, 2010 compared to $216.9 million for the same period in 2009 as a result of increased sales volumes~~ and ~~rising~~Administrative ~~product~~(“SG&A”) ~~costs. Consolidated product costs, as a percentage of~~Expenses ~~net revenue, were 48.7% and 49.3% for the three months ended March 31, 2010 and 2009, respectively.~~

~~Warehousing~~ Our consolidated SG&A expenses, including compensation and ~~distribution~~related ~~costs.~~benefits, ~~Warehousing~~advertising and promotion ~~distribution~~expense, ~~costs~~other selling, general and administrative expenses, and amortization expense, increased $15.05 million, or 62.6%, to $15215.2 million, for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $14209.27 million for the same period in 2009. ~~The~~These ~~increase was primarily due to increases in wages and fuel costs in 2010 as compared to 2009. Consolidated warehousing and distribution costs~~expenses, as a percentage of net revenue, were 323.34% ~~and 3.2%~~ for the ~~three~~six months ended ~~March~~June 3130, 2010 ~~and~~compared ~~2009~~to 24.0% for the six months ended June 30, ~~respectively~~2009.

~~Occupancy~~ Compensation ~~costs~~and related benefits. ~~Occupancy~~Compensation ~~costs~~and related benefits increased $24.96 million, or 5.3.5%, to $57135.54 million for the ~~three~~ six months ended ~~March~~June 3130, 2010 compared to $54130.68 million for the same period in 2009. ~~This increase~~Increases ~~was~~occurred ~~the result of increases~~ in ~~lease-related~~(1) base ~~costs~~wages of $24.15 million, ~~partially~~to ~~the~~support ~~result~~our ofincreased ~~operating~~store 61base ~~more~~and ~~stores~~sales involume; ~~the~~(2) health ~~first~~insurance ~~quarter~~expenses ~~2010~~of ~~compared~~$0.4 million; ~~to 2009,~~ and (3) other ~~occupancy related~~ ~~expenses~~compensation expense of $0.87 million. ~~Consolidated~~These ~~occupancy~~increases ~~costs,~~were asoffset aby ~~percentage~~declines ofin ~~net~~incentive ~~revenue, were 12.3%~~ and commission ~~12.4%~~expenses ~~for~~of ~~the three months ended March~~$1.0 ~~31, 2010 and 2009, respectively~~million.

~~Selling~~Advertising and promotion. Advertising and promotion expenses increased $0.4 million, ~~General~~or 1.5%, to $29.5 million for the six months ended June 30, 2010 compared to $29.1 million during the same period in 2009. Advertising expense increased primarily as a result of increases in media costs of $1.1 million and ~~Administrative~~other ~~(“SG&A”)~~advertising ~~Expenses~~expenses of $0.5 million, offset by decreases in print advertising costs of $1.2 million.

~~Our~~ Other ~~consolidated~~SG&A. Other SG&A expenses, including ~~compensation and related benefits, advertising and promotion expense, other selling, general and administrative expenses, and~~ amortization expense, increased by $40.45 million, or 41.21%, to $~~108~~50.3 million, for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $~~103~~49.98 million for the six ~~same~~months ~~period~~ended inJune 30, 2009. ~~These~~Increases ~~expenses,~~in asother aSG&A ~~percentage~~included ofthird-party ~~net revenue,~~sales ~~were~~commissions 23of $1.3% million ~~for~~and ~~the~~banking ~~three~~fees ~~months~~of ~~ended March~~$0.6 ~~31,~~million. ~~2010~~These ~~compared~~were topartially ~~23.7%~~offset ~~for~~by ~~the~~decreases ~~three~~in ~~months~~amortization ~~ended~~expense ~~March~~of $0.9 ~~31,~~million ~~2009~~and other selling expenses of $0.5 million.

Compensation and related benefits. Compensation and related benefits increased $2.5 million, or 3.7%, to $67.8 million for the three months ended March 31, 2010 compared to $65.3 million for the same period in 2009. Increases in base wages of $2.7 million to support our increased store base and sales volume were offset by declines in other compensation expenses of $0.2 million.

Advertising and promotion. Advertising and promotion expenses increased $0.7 million, or 4.8%, to $15.4 million for the three months ended March 31, 2010 compared to $14.7 million during the same period in 2009. Advertising expense increased primarily as a result of increases in visual merchandising costs of $0.7 million and online marketing of $0.3 million offset by a decrease in print advertising expenses of $0.5 million. Other advertising costs accounted for the remaining $0.2 million increase.

Other SG&A. Other SG&A expenses, including amortization expense, increased $1.2 million, or 5.2%, to $25.1 million for the three months ended March 31, 2010 compared to $23.9 million for the same period in 2009. This increase was due to an increase in bad debt expenses of $1.0 million and third-party sales commissions of $0.7 million offset by a decrease in amortization expense of $0.4 million and decreases in other selling expenses of $0.1 million.

Foreign Currency (Gain) Loss

Foreign currency (gain) loss for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 resulted primarily from accounts payable activity with our Canadian subsidiary. We ~~recognized~~incurred a gain of $0.1 million for the ~~three~~six months ended ~~March~~June 3130, 2010 and aan ~~loss~~immaterial ofgain ~~$0.1 million~~ for the ~~three~~six months ended ~~March 31~~June 30, 2009.

Operating Income

As a result of the foregoing, consolidated operating income increased $718.54 million, or 1519.02%, to $57114.74 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $5096.20 million for the same period in 2009. Operating income, as a percentage of net revenue, was 12.4% for the six months ended June 30, 2010 and 11.40% for the ~~three~~ six months ended ~~March~~June 3130, ~~2010 and~~ 2009~~, respectively~~.

Retail. Operating income increased $513.86 million, or 1215.98%, to $5099.26 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $4486.40 million for the same period in 2009. The increase was ~~due~~primarily tothe result of higher dollar margins on increased sales volumes offset by increases in occupancy costs, compensation costs and ~~advertising~~ other SG&A expenses.

Franchise. Operating income increased $36.26 million, or 1617.60%, to $2245.43 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $1938.27 million for the same period in 2009. ~~The~~This increase was due to ~~increased~~increases ~~wholesale~~in royalty income, higher dollar margins on increased product sales to franchisees and ~~international~~reductions ~~franchise~~in ~~royalty~~bad ~~income~~debt expenses and amortization expenses.

Manufacturing/Wholesale. Operating income decreased $1.09 million, or 5.6%, to $1633.93 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $1735.92 million for the same period in 2009. asThis ~~declines~~increase inwas ~~third-party~~primarily ~~sales~~the result of decreased margins from our South Carolina manufacturing facility, ~~operations were~~ offset by ~~increased~~ ~~wholesale~~increases in product sales ~~and~~to ~~license~~Rite ~~fee~~Aid ~~revenue~~and toin Rite Aid license fee revenue.

Warehousing and Distribution Costs. Unallocated warehousing and distribution costs increased $0.7 million, or 2.4%, to $27.7 million for the six months ended June 30, 2010 compared to $27.0 million for the same period in 2009. The increase in costs was primarily due to increases in fuel costs.

Corporate Costs. Corporate overhead costs decreased $0.8 million, or 2.4%, to $36.1 million for the six months ended June 30, 2010 compared to $36.9 million for the same period in 2009. This decrease was due to decreases in other selling, general and administrative offset by increases in compensation expenses.

Warehousing and Distribution Costs. Unallocated warehousing and distribution costs increased $0.6 million, or 4.3%, to $13.9 million for the three months ended March 31, 2010 compared to $13.3 million for the three months ended March 31, 2009. The increase was due to increases in fuel costs and distribution wages.

Corporate Costs. Corporate overhead costs decreased $0.1 million, or 0.9%, to $17.9 million for the three months ended March 31, 2010 compared to $18.0 million for the same period in 2009.

Interest Expense

Interest expense decreased $23.53 million, or 128.8%, to $1632.69 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $1936.12 million for the same period in 2009. This decrease was primarily attributable to decreases in interest rates on our variable rate debt in 2010 as compared to 2009 ~~along with a reduction in outstanding debt of approximately $25~~.~~0 million.~~

Income Tax Expense

We recognized $1529.19 million ~~of income tax expense~~ (or 36.87% of pre-tax income) of consolidated income tax expense during the ~~three~~ six months ended ~~March~~June 3130, 2010 compared to $1122.74 million (or 37.5% of pre-tax income) for the same period of 2009.

Net Income

As a result of the foregoing, consolidated net income increased $614.51 million, ~~or 33.5%,~~ to $2651.06 million for the ~~three~~six months ended ~~March~~June 3130, 2010 compared to $1937.4 million for the same period in 2009.

Liquidity and Capital Resources

At ~~March~~June 3130, 2010, we had $~~110~~118.65 million in cash and cash equivalents and $~~387~~415.21 million in working capital, compared with $75.1 million in cash and cash equivalents and $382.6 million in working capital at December 31, 2009. The $432.65 million increase in our working capital was driven by increases in our inventory and cash and a decrease in our accrued interest and accrued payroll. This was offset by an increase in our accounts payable and a reduction in our prepaid income taxes.

We expect to fund our operations through internally generated cash and, if necessary, from borrowings under our $60.0 million revolving credit facility (the “Revolving Credit Facility”). At ~~March~~June 3130, 2010, we had $44.7 million available under the Revolving Credit Facility, after giving effect to $9.0 million utilized to secure letters of credit and a $6.3 million commitment from subsidiaries of Lehman Brothers Holdings Inc. (collectively, “Lehman”) that we do not expect Lehman will fund.

We expect our primary uses of cash in the near future will be debt service requirements, ~~capital~~ capital expenditures and working capital requirements. In March 2010, our board of directors declared and paid a $28.4 million dividend to our direct parent company, GNC Corporation. ~~GNC~~Those funds were then dividended to and are currently held by GNC Acquisition Holdings, Inc., our ultimate parent company~~, was the final recipient of this dividend~~. The dividend was paid with cash generated from operations.

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, 2012, 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 Revolving Credit Facility.

The following table summarizes our cash flows for the six months ended June 30, 2010 and 2009:


	Six months			Six months
	ended June 30,			ended June 30,
(Dollars in millions)	2010			2009
Cash provided by operating activities	$	86.6		$	56.3
Cash used in investing activities		(13.9	)		(12.2	)
Cash used in financing activities		(29.4	)		(19.9	)

The following table summarizes our cash flows for the three months ended March 31, 2010 and 2009:

	Three months			Three months
	ended March 31,			ended March 31,
(Dollars in millions)	2010			2009
Cash provided by operating activities	$	72.1		$	34.3
Cash used in investing activities		(7.5	)		(5.8	)
Cash used in financing activities		(29.0	)		(5.2	)

Cash Provided by Operating Activities

Cash provided by operating activities was $7286.16 million for the ~~three~~six months ended ~~March~~June 3130, ~~2010~~ 2010 and $3456.3 million for the ~~three~~six months ended ~~March~~June 3130, 2009. A primary reason for the increase in cash provided by operating activities was the increase in net income of $614.51 million for the ~~three~~ ~~months~~six months ended ~~March~~June 3130, 2010 compared to the ~~three~~six months ended ~~March~~June 3130, 2009. Our inventory increased by $1825.96 million in support of the higher sales volumes and purchases for new product introductions. Accounts payable increased by $4724.1 million due to the timing of disbursements and ~~related~~ related inventory growth. ~~Accrued interest decreased by $8.5 million, a result of the semi-annual interest payments on our Senior Toggle Notes and 10.75% Senior Subordinated Notes (each as defined below).~~ The above were ~~offset~~supplemented by an increase in our accrued liabilities and a reduction in our ~~accrued~~ prepaid income taxes.

For the ~~three~~six months ended ~~March~~June 3130, 2009, ~~accrued~~our ~~liabilities~~inventory ~~decreased~~increased by $221.72 million ~~primarily~~ ~~due~~in tosupport aof the ~~$3.0 million~~higher ~~legal~~sales ~~settlement~~volume ~~payment~~at ~~that~~our ~~was~~stores. ~~accrued~~Accounts atpayable ~~December 31,~~decreased ~~2008~~by $4.8 million Indue to the timing of disbursements; in addition, accrued interest decreased by $81.98 million, a result of the semi-annual interest payments on our Senior Toggle Notes and 10.75% Senior Subordinated Notes ~~and our inventory increased by $14~~.~~6 million in support of the higher sales volume at the stores and manufacturing plant. The~~ ~~above~~These were ~~partially~~ offset by increases in our ~~accounts~~accrued ~~payable~~liabilities and accrued income taxes.

Cash Used in Investing Activities

We used cash for investing activities of $713.59 million and $512.82 million for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, respectively. Capital expenditures, which were primarily for new stores, and improvements to our retail stores and our South Carolina manufacturing facility, were $713.37 million and $511.53 million for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, respectively.

We currently have no material capital commitments for the remainder of 2010. Our capital expenditures typically consist of certain periodic updates in our company-owned stores and ongoing upgrades and improvements to our manufacturing facilities.

Cash Used in Financing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2010 we used cash of $29.04 million, primarily for a $28.4 million dividend that was declared and paid in March 2010 to GNC Corporation, our direct parent. In addition, we made payments of $01.60 million on long-term debt, including $0.2 million for an excess cash payment in March 2010 under the requirements of the Senior Credit Facility. This payment was calculated based on 2009 financial results as defined by the Senior Credit Facility. ~~We used cash from financing activities of $5.2 million for the three months ended March 31, 2009 primarily for required payments on long-term debt. A summary of this debt is as follows:~~

~~$735.0~~ We ~~Million~~used ~~Senior~~cash ~~Credit~~from ~~Facility.~~financing ~~The~~activities ~~2007 Senior Credit Facility consists~~ of a $~~675~~19.0 9 million ~~term~~for ~~loan~~the ~~facility~~six ~~and~~months ~~the~~ended ~~$60.0~~June ~~million~~30, ~~Revolving~~2009 primarily ~~Credit~~for ~~Facility.~~the ~~The~~following long-term ~~loan~~debt ~~facility will~~payments: ~~mature~~(1) ~~in September 2013~~$3.8 million ~~The~~for ~~Revolving~~an ~~Credit~~excess ~~Facility~~cash ~~will~~payment ~~mature~~ in March ~~2012.~~2009 ~~Interest on~~under the requirements of the 2007 Senior Credit Facility; ~~accrues~~(2) at$5.4 million afor ~~variable~~the outstanding ~~rate~~balance ~~and~~on ~~was~~the ~~2.5%~~Revolving atCredit ~~March 31,~~Facility ~~2010.~~in ~~As of March~~May ~~31,~~2009; ~~2010~~ and ~~December~~(3) ~~31,~~a ~~2009,~~ $9.0 million ~~and~~optional prepayment ~~$7.9 million,~~on ~~respectively,~~the of2007 ~~the Revolving~~Senior Credit Facility ~~were~~in ~~pledged~~June 2009. toThe ~~secure~~following ~~letters~~is a summary of ~~credit.~~our debt:

$735.0 Million Senior Credit Facility. The 2007 Senior Credit Facility consists of a $675.0 million term loan facility and the $60.0 million Revolving Credit Facility. The term loan facility will mature in September 2013. The Revolving Credit Facility will mature in March 2012. Interest on the 2007 Senior Credit Facility accrues at a variable rate and was 2.6% at June 30, 2010. As of June 30, 2010 and December 31, 2009, $9.0 million and $7.9 million, respectively, of the Revolving Credit Facility were pledged to secure letters of credit.

Senior Toggle Notes. We have outstanding $300.0 million of Senior Floating Rate Toggle Notes due 2014 at 99% of par value (the “Senior Toggle Notes”). Interest on the Senior Toggle Notes is payable semi-annually in arrears on March 15 and September 15 of each year. Interest on the Senior Toggle Notes accrues at a variable rate and was 5.8% at June 30, 2010. To date, we have elected to make interest payments in cash.

10.75% Senior Subordinated Notes. We have outstanding $110.0 million of 10.75% Senior Subordinated Notes due 2015 (“10.75% Senior Subordinated Notes”). Interest on the 10.75% Senior Subordinated Notes accrues at the rate of 10.75% per year and is payable semi-annually in arrears on March 15 and September 15 of each year.

Senior Toggle Notes. We have outstanding $300.0 million of Senior Floating Rate Toggle Notes due 2014 at 99% of par value (the “Senior Toggle Notes”). Interest on the Senior Toggle Notes is payable semi-annually in arrears on March 15 and September 15 of each year. Interest on the Senior Toggle Notes accrues at a variable rate and was 5.8% at March 31, 2010. To date, we have elected to make interest payments in cash.

10.75% Senior Subordinated Notes. We have outstanding $110.0 million of 10.75% Senior Subordinated Notes due 2015 (“10.75% Senior Subordinated Notes”). Interest on the 10.75% Senior Subordinated Notes accrues at the rate of 10.75% per year and is payable semi-annually in arrears on March 15 and September 15 of each year.

Contractual Obligations

There are no material changes in our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Off Balance Sheet Arrangements

As of ~~March~~June 3130, 2010, 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.

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

Our significant 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 report.

Recently Issued Accounting Pronouncements

Item 3. 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 commodity or foreign exchange risks.

We are exposed to market risks from interest rate changes on our variable rate debt. Although changes in interest rates do not impact our operating income the changes could affect the fair value of our interest rate swaps and interest payments. As of ~~March~~June 3130, 2010, we had fixed rate debt of $116.95 million and variable rate debt of $942.45 million.

To manage this risk, we have entered into interest rate swap agreements. These agreements are summarized in the following table:

	Total Notional
Derivative	Total Notional Amount	Term	Counterparty Pays	Company Pays
Derivative	Amount	Term	Counterparty Pays	Company Pays
Interest Rate Swap	$150.0 million	April 2009-April 2011	3 month LIBOR	3.07%
Interest Rate Swap	$150.0 million	April ~~2007~~2010-April ~~2010~~2011	3 month LIBOR	3.41%	~~4.90~~	%
Interest Rate Swap	$~~150~~100.0 million	~~April~~September ~~2009~~2008-~~April~~September 2011	3 month LIBOR	3.31%	~~3.07~~	%
Forward Interest Rate Swap	$150.0 million	April 2010-April 2011	3 month LIBOR		3.41	%
Interest Rate Swap	$150.0 million	September 2009-September 2012	6 month LIBOR	2.68%
Interest Rate Swap	$100.0 million	September 2008-September 2011	3 month LIBOR		3.31	%
Interest Rate Swap	$150.0 million	September 2009-September 2012	6 month LIBOR		2.68	%

~~Based on our variable rate debt balance as of March 31, 2010 a 1% change in interest~~38 rates would increase or decrease our annual interest cost by $3.9 million. At March 31, 2010 there were no other material changes in our market risks relating to interest and foreign exchange rates as of December 31, 2009.

Based on our variable rate debt balance as of June 30, 2010 a 1% change in interest rates would increase or decrease our annual interest cost by $3.9 million. At June 30, 2010 there were no other material changes in our market risks relating to interest and foreign exchange rates as of December 31, 2009.

We do not enter into derivative transactions for speculative purposes and hold no derivative instruments for trading purposes.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our CEO and CFO have concluded that, as of ~~March~~June 3130, 2010, our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal controls over financial reporting that occurred during the last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1. Legal Proceedings.

Please see Note 7, “Commitments and Contingencies,” to the consolidated financial statements included in Part I, Item 1 of this Report, which is incorporated into Item 1 of Part II by this reference.

Item 1A. Risk Factors.

Risk factors that affect our business and financial results are discussed within Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes to the disclosures relating to this item from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of the Company’s equity securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. ~~Submission~~Removed ofand ~~Matters to a Vote of Security Holders~~Reserved.

None.

Item 5. Other Information.

In the first quarter of 2010, GNC Acquisition Holdings Inc., our ultimate parent (“Parent”), entered into a memorandum of understanding to form a strategic partnership with Bright Food (Group) Co., LTD to participate in China’s nutritional products market (“GNC China”). GNC China is expected to be an indirect subsidiary of Parent but not be a direct or indirect parent or subsidiary of the Company. Consequently, its results of operations are not expected to be consolidated with those of the Company. We expect that GNC China will begin operations in China by the end of 2010.

Item 6. Exhibits.


Exhibit
No.		Description
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the persons undersigned thereunto duly authorized.

	GENERAL NUTRITION CENTERS, INC. (Registrant)
May 6, 2010	/s/ Joseph M. Fortunato
August 10, 2010	/s/ Joseph M. Fortunato
	Joseph M. Fortunato
	Chief Executive Officer (Principal Executive Officer)
May 6, 2010	/s/ Michael M. Nuzzo
August 10, 2010	/s/ Michael M. Nuzzo
	Michael M. Nuzzo
	Chief Financial Officer (Principal Financial Officer)

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