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Delaware		5499		72-1575170
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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

			Proposed Maximum			Amount of
			Aggregate Offering			Registration
			Price(1)(2)			Fee
Common Stock $0.01 par value			$400,000,000			$42,800

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

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

		Per Share				Total
Public offering price			$				$
Underwriting discount			$				$
Proceeds, before expenses, to GNC Corporation			$				$
Proceeds, before expenses, to the selling stockholders			$				$

Merrill Lynch & Co.	Lehman Brothers	UBS Investment Bank

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		Page
Prospectus Summary			1
Risk Factors			12
About this Prospectus			23
Special Note Regarding Forward-Looking Statements			24
Use of Proceeds			25
Dividend Policy			25
Capitalization			26
Dilution			27
Unaudited Pro Forma Consolidated Financial Data			28
Selected Consolidated Financial Data			31
Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Business			62
Management			82
Principal and Selling Stockholders			97
Certain Relationships and Related Transactions			99
Description of Capital Stock			106
Description of Certain Debt			110
Shares Eligible for Future Sale			113
United States Federal Income Tax Consequences to Non-U.S. Holders			115
Underwriting			117
Legal Matters			122
Experts			122
Where You Can Find More Information			122
Index to Consolidated Financial Statements			F-1
EX-23.1
EX-23.2
EX-24.2

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

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

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

	•	accurately anticipate customer needs;
	•	innovate and develop new products;
	•	successfully commercialize new products in a timely manner;
	•	price our products competitively;
	•	manufacture and deliver our products in sufficient volumes and in a timely manner; and
	•	differentiate our product offerings from those of our competitors.

	Changes in our management team could affect our business strategy and adversely impact our performance and results of operations.

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

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

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

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	If we fail to protect our brand name, competitors may adopt trade names that dilute the value of our brand name.

	Intellectual property litigation and infringement claims against us could cause us to incur significant expenses or prevent us from manufacturing, selling, or using some aspect of our products, which could adversely affect our revenues and market share.

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

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

	•	political and economic instability of foreign markets;
	•	foreign governments’ restrictive trade policies;
	•	inconsistent product regulation or sudden policy changes by foreign agencies or governments;
	•	the imposition of, or increase in, duties, taxes, government royalties, or non-tariff trade barriers;
	•	difficulty in collecting international accounts receivable and potentially longer payment cycles;
	•	increased costs in maintaining international franchise and marketing efforts;
	•	difficulty in operating our manufacturing facility abroad and procuring supplies from overseas suppliers;
	•	exchange controls;
	•	problems entering international markets with different cultural bases and consumer preferences; and
	•	fluctuations in foreign currency exchange rates.

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

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

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

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

	•	require us to use all or a large portion of our cash to pay principal and interest on our debt, which could reduce the availability of our cash to fund working capital, capital expenditures, and other business activities;
	•	increase our vulnerability to general adverse economic and industry conditions;
	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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	•	restrict us from making strategic acquisitions or exploiting business opportunities;
	•	make it more difficult for us to satisfy our obligations with respect to our debt;
	•	place us at a competitive disadvantage compared to our competitors that have less debt; and
	•	limit our ability to borrow additional funds, dispose of assets, or pay cash dividends.

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

	Changes in our results of operation or financial condition and other events may adversely affect our ability to comply with financial covenants in our senior credit facility or other debt covenants.

	Despite our and our subsidiaries’ current significant level of debt, we may still be able to incur more debt, which would increase the risks described above.

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

	We will be a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

	•	that a majority of our board of directors consists of independent directors;
	•	that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
	•	that we have a compensation committee that is composed entirely of independent directors; and
	•	that we conduct an annual performance evaluation of the nominating and governance committee and the compensation committee.

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	The price of our common stock may fluctuate substantially, and you could lose all or part of your investment.

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

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

	Future sales of our common stock may depress our share price.

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

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

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

	Certain provisions of our corporate governing documents and Delaware law could discourage, delay, or prevent a merger or acquisition at a premium price.

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

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	•	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 governmental regulations;
	•	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; and
	•	the failure to adequately protect or enforce our intellectual property rights against competitors.

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

					As of March 31, 2006
					Actual				As Adjusted
					(Unaudited)
					(In millions,
					except share data)
Cash and cash equivalents(1)					$	44.3			$
Long-term debt (including current maturities):
	Senior credit facility(2)				$	95.9			$
	Mortgage and capital leases					11.9
	Senior notes					150.0
	Senior subordinated notes					215.0
		Total long-term debt				472.8
Cumulative redeemable exchangeable preferred stock, $0.01 par value; 110,000 shares authorized, 100,000 shares issued and outstanding, actual; no shares authorized or issued and outstanding, as adjusted(3)						131.0
Stockholders’ equity:
	Common stock, $0.01 par value; 100,000,000 shares authorized, 29,621,538 shares issued and outstanding, actual; 100,000,000 shares authorized,            shares issued and outstanding, as adjusted					0.3
	Paid-in-capital					128.3
	Retained earnings(1)					40.5
	Accumulated other comprehensive income					0.6
		Total stockholders’ equity				169.7
			Total capitalization		$	773.5			$

(1)	We plan to declare a dividend totaling $           million to our common stockholders of record immediately before the offering, which will be paid with cash on hand after completion of the offering.
(2)	The senior credit facility consists of a $75.0 million revolving credit facility and a $95.9 million term loan facility. As of March 31, 2006, no amounts had been drawn on the revolving credit facility. Total availability under the revolving credit facility was $65.1 million, after giving effect to $9.9 million of outstanding letters of credit.
(3)	We intend to use our net proceeds from the offering to redeem all of our outstanding preferred stock.

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Assumed initial public offering price per share							$
	Net tangible book value per share as of March 31, 2006		$
	Increase per share attributable to this offering		$
As adjusted net tangible book value per share after this offering							$
Dilution per share to new stockholders							$

Shares Issued

Total Consideration

Average

Price per

Number

Percentage

Amount

Percentage

Share

Existing stockholders

%

%

New stockholders in this offering

%

%

Total

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							Offering
			Historical				Adjustments				As Adjusted
Statement of Income Data			2005				2005(1)				2005
			(In thousands, except share data)
Revenues			$	1,317,708			$				$
Cost of sales, including costs of warehousing, distribution and occupancy				898,740
Gross profit				418,968
Compensation and related benefits				228,626
Advertising and promotion				44,661
Other selling, general and administrative				76,532
Other income				(3,055	)
Operating income				72,204
Interest expense, net				43,078
Income before income taxes				29,126
Income tax expense				10,730
Net income			$	18,396			$				$
Income per share — Basic and Diluted:
Net income			$	18,396			$				$
Cumulative redeemable exchangeable preferred stock dividends and accretion				(14,381	)		$				$
Net income available for common stockholders			$	4,015			$				$
Earnings per share
	Basic		$	0.14
	Diluted		$	0.13
Weighted average shares
	Basic			29,645,872
	Diluted			30,225,309

(1)	Reflects adjustments attributable to this offering and the application of the net proceeds to us as described under “Use of Proceeds”, and corresponding elimination of the preferred stock dividend and accretion.

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							Offering
			Historical				Adjustments				As Adjusted
Statement of Income Data			2006				2006(1)				2006
			(In thousands, except share data)
Revenues			$	386,892			$				$
Cost of sales, including costs of warehousing, distribution and occupancy				256,872
Gross profit				130,020
Compensation and related benefits				65,852
Advertising and promotion				15,839
Other selling, general and administrative				21,063
Other income				(588	)
Operating income				27,854
Interest expense, net				9,676
Income before income taxes				18,178
Income tax expense				6,743
Net income			$	11,435			$				$
Income per share — Basic and Diluted:
Net income			$	11,435			$				$
Cumulative redeemable exchangeable preferred stock dividends and accretion				(3,867	)
Net income available for common stockholders			$	7,568			$				$
Earnings per share
	Basic		$	0.26
	Diluted		$	0.25
Weighted average shares
	Basic			29,551,413
	Diluted			30,003,954

(1)	Reflects adjustments attributable to this offering and the application of the net proceeds to us as described under “Use of Proceeds”, and corresponding elimination of the preferred stock dividend and accretion.

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									Offering
					Historical				Adjustments(1)				As Adjusted
					(Unaudited)
					(In thousands, except share data)
Current assets:
	Cash and cash equivalents				$	44,290			$				$
	Receivables, net of reserve of $7,493					77,007
	Inventories, net					339,928
	Deferred tax assets, net					13,859
	Other current assets					30,005
		Total current assets				505,089
Long-term assets:
	Goodwill					80,588
	Brands					212,000
	Other intangible assets, net					25,965
	Property, plant and equipment, net					174,705
	Deferred financing fees, net					15,390
	Deferred tax assets, net					45
	Other long-term assets					8,399
		Total long-term assets				517,092
			Total assets		$	1,022,181			$				$
Current liabilities:
	Accounts payable, includes cash overdraft of $5,219				$	130,607			$				$
	Accrued payroll and related liabilities					20,532
	Accrued income taxes					8,830
	Accrued interest					9,181
	Current portion, long-term debt					2,133
	Other current liabilities					68,831
		Total current liabilities				240,114
Long-term liabilities:
	Long-term debt					470,710
	Other long-term liabilities					10,679
		Total long-term liabilities				481,389
			Total liabilities			721,503
Cumulative redeemable exchangeable preferred stock, $0.01 par value, 110,000 shares authorized, 100,000 shares issued and outstanding (liquidation preference of $140,183), actual;           shares outstanding (liquidation preference of $          ), as adjusted						130,982
Stockholders’ equity:
	Common stock, $0.01 par value, 100,000,000 shares authorized, 29,546,538 shares issued and outstanding, actual;           shares issued and outstanding as adjusted					296
	Paid-in-capital					128,289
	Retained earnings					40,507
	Accumulated other comprehensive income					604
		Total stockholders’ equity				169,696
			Total liabilities and stockholders’ equity		$	1,022,181			$				$

(1)

Adjusted to reflect (a) the sale by us of                      shares of our common stock offered hereby at an initial public offering price of            per share and the application of the estimated net proceeds to us from this offering of $           million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (b) the payment after completion of the offering with cash on hand of a dividend totaling            million to our common stockholders of record before the offering. See “Use of Proceeds,” “Dividend Policy”, and “Capitalization”.

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			Predecessor													Successor												Successor
											Period from
			Year Ended				Year Ended				January 1, 2003 to					27 Days Ended				Year Ended				Year Ended				Three Months Ended				Three Months Ended
			December 31, 2001				December 31, 2002				December 4, 2003					December 31, 2003				December 31, 2004				December 31, 2005				March 31, 2005				March 31, 2006
																												(Unaudited)
			(Dollars in millions, except share data)
Statement of Income Data:
Revenues:
	Retail		$	1,123.1			$	1,068.6			$	993.3				$	66.2			$	1,001.8			$	989.4			$	255.2			$	294.9
	Franchising			273.1				256.1				241.3					14.2				226.5				212.8				52.6				60.3
	Manufacturing/ Wholesale			112.9				100.3				105.6					8.9				116.4				115.5				28.6				31.7
Total revenue				1,509.1				1,425.0				1,340.2					89.3				1,344.7				1,317.7				336.4				386.9
Cost of sales, including costs of warehousing, distribution and occupancy				1,013.3				969.9				934.9					63.6				895.2				898.7				230.4				256.9
	Gross profit			495.8				455.1				405.3					25.7				449.5				419.0				106.0				130.0
	Compensation and related benefits			246.6				245.2				235.0					16.7				230.0				228.6				57.3				65.9
	Advertising and promotion			41.9				52.1				38.4					0.5				44.0				44.7				14.6				15.8
	Other selling, general and administrative			140.7				86.0				70.9					5.1				73.8				76.6				18.9				21.0
Other (income) expense(1)				(3.4	)			(211.3	)			(10.1	)				—				1.0				(3.1	)			(2.6	)			(0.6	)
Impairment of goodwill and intangible assets(2)				—				222.0				709.4					—				—				—				—				—
	Operating income (loss)			70.0				61.1				(638.3	)				3.4				100.7				72.2				17.8				27.9
	Interest expense, net			140.0				136.3				121.1					2.8				34.5				43.1				13.5				9.7
	Gain on sale of marketable securities			—				(5.0	)			—					—				—				—				—				—
	(Loss) income before income taxes			(70.0	)			(70.2	)			(759.4	)				0.6				66.2				29.1				4.3				18.2
	Income tax (benefit) expense			(14.1	)			1.0				(174.5	)				0.2				24.5				10.7				1.6				6.8
Net (loss) income before cumulative effect of accounting change				(55.9	)			(71.2	)			(584.9	)				0.4				41.7				18.4				2.7				11.4
Loss from cumulative effect of accounting change, net of tax(3)				—				(889.7	)			—					—				—				—				—				—
Net (loss) income			$	(55.9	)		$	(960.9	)		$	(584.9	)			$	0.4			$	41.7			$	18.4			$	2.7			$	11.4
Basic and Diluted (Loss) Income Per Share:
Net (loss) income			$	(55.9	)		$	(960.9	)		$	(584.9	)			$	0.4			$	41.7			$	18.4			$	2.7			$	11.4
Cumulative redeemable exchangeable preferred stock dividends and accretion				—				—				—					(0.9	)			(12.7	)			(14.4	)			(3.4	)			(3.8	)
Net (loss) income available to common shareholders			$	(55.9	)		$	(960.9	)		$	(584.9	)			$	(0.5	)		$	29.0			$	4.0			$	(0.7	)		$	7.6
Net (loss) earnings per share from continuing operations before cumulative effect of accounting change			$	(1.88	)		$	(2.40	)		$	(19.78	)			$	(0.02	)		$	0.97			$	0.14			$	(0.02	)		$	0.26
Loss per share from cumulative effect of accounting change				—				(30.09	)			—					—				—				—				—				—
Net (loss) earnings per share			$	(1.88	)		$	(32.33	)		$	(19.78	)			$	(0.02	)		$	0.97			$	0.14			$	(0.02	)		$	0.26
Weighted average number of shares outstanding:(4)
	Basic			29,566,666				29,566,666				29,566,666					29,566,666				29,819,090				29,645,872				29,752,552				29,551,413
	Diluted			29,566,666				29,566,666				29,566,666					29,566,666				29,819,090				30,225,309				29,752,552				30,003,954

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			Predecessor													Successor												Successor
											Period from
			Year Ended				Year Ended				January 1, 2003 to					27 Days Ended				Year Ended				Year Ended				Three Months Ended				Three Months Ended
			December 31, 2001				December 31, 2002				December 4, 2003					December 31, 2003				December 31, 2004				December 31, 2005				March 31, 2005				March 31, 2006
																												(Unaudited)
			(Dollars in millions, except share data)
Balance Sheet Data (at end of period):
Cash and cash equivalents			$	16.3			$	38.8			$	9.4				$	33.2			$	85.2			$	86.0			$	77.8			$	44.3
Working capital(5)			$	140.8			$	153.6			$	96.2				$	199.6			$	282.1			$	297.0			$	263.9			$	265.0
Total assets			$	3,071.8			$	1,878.3			$	1,038.1				$	1,024.9			$	1,031.3			$	1,023.8			$	1,032.2			$	1,022.2
Total current and non-current long-term debt			$	1,883.8			$	1,840.1			$	1,747.4				$	514.2			$	510.4			$	473.4			$	474.9			$	472.8
Cumulative redeemable exchangeable preferred stock				—				—				—				$	100.5			$	112.7			$	127.1			$	116.2			$	131.0
Stockholders’ equity (deficit)			$	469.0			$	(493.8	)		$	(1,077.1	)			$	177.3			$	208.3			$	212.1			$	206.9			$	169.7
Other Data:
Net cash provided by operating activities			$	75.8			$	111.0			$	92.9				$	4.7			$	83.5			$	64.2			$	35.5			$	12.5
Net cach used in investing activities			$	(48.1	)		$	(44.5	)		$	(31.5	)			$	(740.0	)		$	(27.0	)		$	(21.5	)		$	(4.9	)		$	(3.8	)
Net cash (used in) provided by financing activities			$	(21.6	)		$	(44.3	)		$	(90.8	)			$	759.2			$	(4.5	)		$	(41.7	)		$	(37.9	)		$	(50.4	)
EBITDA(6)			$	192.0			$	(765.5	)		$	(579.2	)			$	5.7			$	139.5			$	113.2			$	27.9			$	37.5
Capital expenditures(7)			$	29.2			$	51.9			$	31.0				$	1.8			$	28.3			$	20.8			$	4.4			$	3.7
Number of stores (at end of period):
Company-owned stores(8)				2,960				2,898				2,757					2,748				2,642				2,650				2,644				2,661
Franchised stores(8)				1,821				1,909				1,978					2,009				2,036				2,014				2,034				1,996
Store-within-a-store locations(8)				780				900				988					988				1,027				1,149				1,043				1,160
Same store sales growth:(9)
	Domestic Company-owned			1.7%				(6.6	)%			(0.4	)%				—				(4.1	)%			(1.5	)%			(7.8	)%			14.5	%
	Domestic franchised			2.2%				(3.7	)%			(0.6	)%				—				(5.5	)%			(5.4	)%			(9.0	)%			6.8	%

(1)	Other (income) expense includes foreign currency (gain) loss for all of the periods presented. Other (income) expense for the year ended December 31, 2005 and the three months ended March 31, 2005 included $2.5 million transaction fee income related to the transfer of our GNC Australian franchise rights to an existing franchisee. Other (income) expense for the year ended December 31, 2004, included a $1.3 million charge for costs related to the preparation of a registration statement for an offering of our common stock to the public. As that offering was not completed, these costs were expensed. Other (income) expense for the years ended December 31, 2001 and 2002, and the period ended December 4, 2003 includes $3.6 million, $214.4 million, and $7.2 million, respectively, received from legal settlement proceeds that we collected from a raw material pricing settlement.
(2)	On January 1, 2002, we adopted SFAS No. 142, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. For the periods ended December 31, 2002 and December 4, 2003, we recognized impairment charges of $222.0 million (pre-tax) and $709.4 million (pre-tax), respectively, for goodwill and other intangibles as a result of decreases in expectations regarding growth and profitability; additionally in 2003, the impairment resulted from increased competition from the mass market, negative publicity by the media on certain supplements, and increasing pressure from the FDA on the industry as a whole, each of which were identified in connection with a valuation related to the Numico acquisition.
(3)	Upon adoption of SFAS No. 142, we recorded a one-time impairment charge in the first quarter of 2002 of $889.7 million, net of tax, to reduce the carrying amount of goodwill and other intangibles to their implied fair value.

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(4)	We have reflected the weighted average common shares outstanding of our predecessor to be the number of shares outstanding of our successor for the comparable period. The actual weighted average common shares outstanding for our predecessor for the periods ended December 31, 2001, 2002, and December 4, 2003 was 1,000 shares.
(5)	Working capital represents current assets less current liabilities.
(6)	We define EBITDA as net income (loss) before interest expense (net), income tax (benefit) expense, depreciation, and amortization. Management uses EBITDA as a tool to measure operating performance of our business. We use EBITDA as one criterion for evaluating our performance relative to our competitors and also as a measurement for the calculation of management incentive compensation. Although we primarily view EBITDA as an operating performance measure, we also consider it to be a useful analytical tool for measuring our liquidity, our leverage capacity, and our ability to service our debt and generate cash for other purposes. We also use EBITDA to determine our compliance with certain covenants in Centers’ senior credit facility and indentures governing the senior notes and senior subordinated notes. For further information regarding the Company’s use of EBITDA to determine compliance with certain financial covenants, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” The reconciliation of EBITDA as presented below is different than that used for purposes of the covenants under the indentures governing the senior notes and senior subordinated notes. Historically, we have highlighted our use of EBITDA as a liquidity measure and for related purposes, because of our focus on the holders of Centers’ debt. At the same time, however, management has also internally used EBITDA as a performance measure. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, as a measure of our profitability or liquidity. Some of the limitations of EBITDA are as follows:

	•	EBITDA does not reflect interest expense or the cash requirement necessary to service interest or principal payments on our debt;
	•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
	•	although EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies, our calculation of EBITDA may differ from other similarly titled measures of other companies, limiting its usefulness as a comparative measure.

	We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See our consolidated financial statements included in this prospectus. The following table reconciles EBITDA to net (loss) income as determined in accordance with GAAP for the periods indicated:

		Predecessor													Successor												Successor
										Period from
		Year Ended				Year Ended				January 1, 2003 to					27 Days Ended				Year Ended				Year Ended				Three Months Ended				Three Months Ended
		December 31, 2001				December 31, 2002				December 4, 2003					December 31, 2003				December 31, 2004				December 31, 2005				March 31, 2005				March 31, 2006
																											(Unaudited)
		(Dollars in millions)
Net (loss) income		$	(55.9	)		$	(960.9	)		$	(584.9	)			$	0.4			$	41.7			$	18.4			$	2.7			$	11.4
Interest expense, net			140.0				136.3				121.1					2.8				34.5				43.1				13.5				9.7
Income tax (benefit) expense			(14.1	)			1.0				(174.5	)				0.2				24.5				10.7				1.6				6.8
Depreciation and amortization			122.0				58.1				59.1					2.3				38.8				41.0				10.1				9.6
EBITDA(a)		$	192.0			$	(765.5	)		$	(579.2	)			$	5.7			$	139.5			$	113.2			$	27.9			$	37.5

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	The following table reconciles net cash provided by operating activities as determined in accordance with GAAP to EBITDA for the periods indicated:

		Predecessor													Successor												Successor
										Period from
		Year Ended				Year Ended				January 1, 2003 to					27 Days Ended				Year Ended				Year Ended				Three Months Ended				Three Months Ended
		December 31, 2001				December 31, 2002				December 4, 2003					December 31, 2003				December 31, 2004				December 31, 2005				March 31, 2005				March 31, 2006
																											(Unaudited)
		(Dollars in millions)
Net cash provided by operating activities		$	75.8			$	111.0			$	92.9				$	4.7			$	83.5			$	64.2			$	35.5			$	12.5
Cash paid for interest (excluding deferred financing fees)			145.6				138.0				122.5					0.7				32.7				32.7				2.2				8.6
Cash paid for taxes			15.2				30.7				2.5					—				5.1				2.9				0.3				0.2
Increase (decrease) in accounts receivable			1.1				127.3				(59.9	)				(2.9	)			(5.3	)			4.4				0.3				7.4
(Decrease) increase in inventory			(71.5	)			(22.2	)			(29.0	)				(3.8	)			15.1				23.9				20.9				41.3
Decrease (increase) in accounts payable			48.2				(18.8	)			3.3					5.3				(3.9	)			2.9				(26.2	)			(25.8	)
(Decrease) increase in other assets			(6.9	)			(17.2	)			4.1					9.7				(16.6	)			(12.1	)			(6.7	)			(2.4	)
(Increase) decrease in other liabilities			(15.5	)			(7.7	)			(6.2	)				(8.0	)			28.9				(5.7	)			1.6				(4.3	)
Loss from cumulative effect of accounting change, net of tax			—				(889.7	)			—					—				—				—				—				—
Impairment of goodwill and intangible assets			—				(222.0	)			(709.4	)				—				—				—				—				—
Gain on sale of marketable securities			—				5.1				—					—				—				—				—				—
EBITDA(a)		$	192.0			$	(765.5	)		$	(579.2	)			$	5.7			$	139.5			$	113.2			$	27.9			$	37.5

	(a)	For each of the years ended December 31, 2004 and 2005, EBITDA included an annual management fee paid to Apollo Management V of $1.5 million, which will not be payable subsequent to this offering. For the three months ended March 31, 2006, EBITDA included (i) a $4.8 million discretionary payment to our stock option holders, which was made in conjunction with the restricted payments made to our common stockholders in March 2006, and was recommended to and approved by our board of directors, and (ii) a management fee paid to Apollo Management V of $0.4 million.

(7)	Capital expenditures for 2002 included approximately $13.9 million incurred in connection with our store reset and upgrade program. For the full year ended December 31, 2003, capital expenditures were $32.8 million.

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

			Predecessor													Successor												Successor
											Period from
											January 1, 2003 to					27 Days Ended				Year Ended				Year Ended				Three Months Ended				Three Months Ended
			2001				2002				December 4, 2003					December 31, 2003				December 31, 2004				December 31, 2005				March 31, 2005				March 31, 2006
																												(Unaudited)
Company-owned Stores
Beginning of period				2,842				2,960				2,898					2,757				2,748				2,642				2,642				2,650
Store openings(a)				220				117				80					4				82				137				32				40
Store closings				(102	)			(179	)			(221	)				(13	)			(188	)			(129	)			(30	)			(29	)
End of period				2,960				2,898				2,757					2,748				2,642				2,650				2,644				2,661
Franchised Stores
	Domestic
Beginning of period				1,396				1,364				1,352					1,352				1,355				1,290				1,290				1,156
Store openings				137				82				98					5				31				17				3				2
Store closings				(169	)			(94	)			(98	)				(2	)			(96	)			(151	)			(32	)			(35	)
End of period				1,364				1,352				1,352					1,355				1,290				1,156				1,261				1,123
	International
Beginning of period				322				457				557					626				654				746				746				858
Store openings				154				100				88					28				115				132				34				48
Store closings				(19	)			—				(19	)				—				(23	)			(20	)			(7	)			(33	)
End of period				457				557				626					654				746				858				773				873
Store-within-a-Store Locations
Beginning of period				544				780				900					988				988				1,027				1,027				1,149
Location openings				237				131				93					—				44				130				17				11
Location closings				(1	)			(11	)			(5	)				—				(5	)			(8	)			(1	)			—
End of period				780				900				988					988				1,027				1,149				1,043				1,160
Total locations				5,561				5,707				5,723					5,745				5,705				5,813				5,721				5,817

	(a)	Includes re-acquired franchised stores.

(9)

Same store sales growth reflects the percentage change in same store sales in the period presented compared to the prior year period. Same store sales are calculated on a daily basis for each store and exclude the net sales of a store for any period if the store was not open during the same period of the prior year. Beginning in the first quarter of 2006, we also included our internet sales, as generated through www.gnc.com and drugstore.com, in our domestic company-owned same store sales calculation. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall or shopping center, the store continues to be treated as a same store. If, during the period presented, a store was closed, relocated to a different mall or shopping center, or converted to a franchised store or a company-owned store, sales from that store up to and including the closing day or the day immediately preceding the relocation or conversion are included as same store sales as long as the store was open during the same period of the prior year. We exclude from the calculation sales during the period presented from the date of relocation to a different mall or shopping center and from the date of a conversion. In the second quarter of 2006, we modified the calculation method for domestic franchised same store sales consistent with this description, which has been the method historically used for domestic company-owned same store sales. Prior to the second quarter of 2006, we had included in domestic franchised same store sales the sales from franchised stores after relocation to a different mall or shopping center and from former company-owned stores after conversion to franchised stores. The franchised same store sales growth percentages for all prior periods have been adjusted to be consistent with the modified calculation method.

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	Revenues and Operating Performance from Our Business Segments

	•	Retail revenues are generated by sales to consumers at our company-owned stores and through www.gnc.com. Although we believe that our retail and franchise businesses are not seasonal in nature, historically we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter, with the first half of the year being stronger than the second half of the year. Our industry is projected to grow at an average annual rate of 4% for the next five years due in part to favorable demographics, including an aging U.S. population, rising healthcare costs, and the desire by many to live longer, healthier lives. As a leader in our industry, we expect our retail revenues to grow at or above the projected industry growth rate.
	•	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 significantly, 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 the 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 manufacturing/wholesale revenues from product sales to new franchisees. As franchise trends continue to improve, we also anticipate that franchise revenue from international operations will be driven by increased royalties on franchise retail sales and increased product sales to our franchisees.

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	•	Manufacturing/ Wholesale revenues are generated through sales of manufactured products to third parties, generally for third-party private label brands, and the sale of our proprietary and third-party products to and through Rite Aid and drugstore.com. While revenues generated through our strategic alliance with Rite Aid do not represent a substantial component of our business, we believe that sales of our products to and through Rite Aid will continue to grow in accordance with our projected retail revenue growth. 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. We expect that the decline in sales of our Vitamin E soft-gel products in 2005 due to negative publicity concerning the alleged health risks associated with Vitamin E will not have a significant impact on our manufacturing/ wholesale revenues going forward.
	•	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 adding 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.

	•	volatility in the diet category;
	•	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;
	•	rapidly evolving consumer preferences and demand for new products; and
	•	costs associated with complying with new and existing governmental regulation.

	•	introduced a single national pricing structure in order to simplify our pricing approach and improve our customer value perception;
	•	developed and executed a national, more diversified marketing program focused on competitive pricing of key items and reinforcing GNC’s well-recognized and dominant brand name among consumers;
	•	overhauled our field organization and store programs to improve our value-added customer shopping experience;
	•	focused our merchandising and marketing initiatives on driving increased traffic to our store locations, particularly with promotional events outside of Gold Card week;
	•	improved supply chain and inventory management, resulting in better in-stock levels of products generally and “never out” levels of top products;
	•	reinvigorated our proprietary new product development activities;

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	•	revitalized vendor relationships, including their new product development activities and our exclusive or first-to-market access to new products;
	•	realigned our franchise system with our corporate strategies and re-acquired or closed unprofitable or non-compliant franchised stores in order to improve the financial performance of the franchise system;
	•	reduced our overhead cost structure; and
	•	launched internet sales of our products on www.gnc.com.

	Purchase Accounting

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		Predecessor									Successor								Combined								Successor																Successor
																																											Three Months Ended March 31,
		Period Ended									27 days Ended								Year Ended								Year Ended								Year Ended
		December 4,									December 31,								December 31,								December 31,								December 31,
		2003									2003								2003								2004								2005								2005								2006
																																											(Unaudited)
		(Dollars in millions and percentages expressed as a percentage of total net revenues)
Revenues:
Retail		$	993.3				74.1	%			$	66.2				74.1	%		$	1,059.5				74.1	%		$	1,001.8				74.5	%		$	989.4				75.1	%		$	255.2				75.9	%		$	294.9				76.2	%
Franchise			241.3				18.0	%				14.2				15.9	%			255.5				17.9	%			226.5				16.8	%			212.8				16.1	%			52.6				15.6	%			60.3				15.6	%
Manufacturing/Wholesale			105.6				7.9	%				8.9				10.0	%			114.5				8.0	%			116.4				8.7	%			115.5				8.8	%			28.6				8.5	%			31.7				8.2	%
Total net revenues			1,340.2				100.0	%				89.3				100.0	%			1,429.5				100.0	%			1,344.7				100.0	%			1,317.7				100.0	%			336.4				100.0	%			386.9				100.0	%
Operating expenses:
Cost of sales, including costs of warehousing, distribution and occupancy			934.9				69.7	%				63.6				71.2	%			998.5				69.9	%			895.2				66.5	%			898.7				68.2	%			230.4				68.5	%			256.9				66.4	%
Compensation and related benefits			235.0				17.5	%				16.7				18.7	%			251.7				17.6	%			230.0				17.1	%			228.6				17.3	%			57.3				17.0	%			65.9				17.0	%
Advertising and promotion			38.4				2.9	%				0.5				0.6	%			38.9				2.7	%			44.0				3.3	%			44.7				3.4	%			14.6				4.3	%			15.8				4.1	%
Other selling, general and administrative expenses			64.1				4.8	%				4.8				5.4	%			68.9				4.8	%			69.8				5.2	%			72.6				5.5	%			17.9				5.3	%			20.0				5.2	%
Amortization expense			6.8				0.5	%				0.3				0.3	%			7.1				0.5	%			4.0				0.3	%			4.0				0.3	%			1.0				0.3	%			1.0				0.3	%
Income from legal settlement			(7.2	)			(0.5	)%				—				—				(7.2	)			(0.5	)%			—				—				—				—				—				—				—				—
Foreign currency gain			(2.9	)			(0.2	)%				—				—				(2.9	)			(0.2	)%			(0.3	)			0.0	%			(0.6	)			0.0	%			(0.1	)			0.0	%			(0.6	)			(0.2	)%
Impairment of goodwill and intangible assets			709.4				52.9	%				—				—				709.4				49.6	%			—				—				—				—				—				—				—				—
Other expense (income)			—				—					—				—				—				—				1.3				0.1	%			(2.5	)			(0.2	)%			(2.5	)			(0.7	)%			—				—
Total operating expenses			1,978.5				147.6	%				85.9				96.2	%			2,064.4				144.4	%			1,244.0				92.5	%			1,245.5				94.5	%			318.6				94.7	%			359.0				92.8	%
Operating (loss) income:
Retail			79.1				5.9	%				6.6				7.3	%			85.7				6.0	%			107.7				8.0	%			77.2				5.9	%			17.9				5.3	%			35.3				9.1	%
Franchise			63.7				4.8	%				2.4				2.7	%			66.1				4.6	%			62.4				4.6	%			52.0				3.9	%			10.8				3.2	%			16.1				4.2	%
Manufacturing/ Wholesale			24.3				1.8	%				1.4				1.6	%			25.7				1.8	%			38.6				2.9	%			46.0				3.5	%			12.1				3.6	%			11.2				2.9	%
Unallocated corporate and other (costs) income:
Warehousing and distribution costs			(40.7	)			(3.0	)%				(3.4	)			(3.8	)%			(44.1	)			(3.1	)%			(49.3	)			(3.7	)%			(50.0	)			(3.8	)%			(12.7	)			(3.7	)%			(12.8	)			(3.3	)%
Corporate costs			(62.5	)			(4.7	)%				(3.6	)			(4.0	)%			(66.1	)			(4.6	)%			(57.4	)			(4.2	)%			(55.5	)			(4.2	)%			(12.8	)			(3.8	)%			(21.9	)			(5.7	)%
Income from legal settlement			7.2				0.5	%				—				—				7.2				0.5	%			—				—				—				—				—				—				—				—
Impairment of goodwill and intangible assets			(709.4	)			(52.9	)%				—				—				(709.4	)			(49.6	)%			—				—				—				—				—				—				—				—
Other (expense) income			—				—					—				—				—				—				(1.3	)			(0.1	)%			2.5				0.2	%			2.5				0.7	%			—				—
Subtotal unallocated corporate and other costs, net			(805.4	)			(60.1	)%				(7.0	)			(7.8	)%			(812.4	)			(56.8	)%			(108.0	)			(8.0	)%			(103.0	)			(7.8	)%			(23.0	)			(6.8	)%			(34.7	)			(9.0	)%
Total operating (loss) income			(638.3	)			(47.6	)%				3.4				3.8	%			(634.9	)			(44.4	)%			100.7				7.5	%			72.2				5.5	%			17.8				5.3	%			27.9				7.2	%
Interest expense, net			121.1									2.8								123.9								34.5								43.1								13.5								9.7
(Loss) income before income taxes			(759.4	)								0.6								(758.8	)							66.2								29.1								4.3								18.2
Income tax (benefit) expense			(174.5	)								0.2								(174.3	)							24.5								10.7								1.6								6.8
Net (loss) income			(584.9	)								0.4								(584.5	)							41.7								18.4							$	2.7							$	11.4
Other comprehensive income (loss)			1.6									0.3								1.9								0.9								0.1								(0.2	)							(0.6	)
Comprehensive (loss) income		$	(583.3	)							$	0.7							$	(582.6	)						$	42.6							$	18.5							$	2.5							$	10.8

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

	Revenues

	Cost of Sales

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	Selling, General and Administrative Expenses

	Foreign Currency Gain

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	Other Income and Expense

	Operating Income

	Interest Expense

	Income Tax Expense

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	Net Income

	Comparison of the Years Ended December 31, 2005 and 2004

	Revenues

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	Cost of Sales

	Selling, General and Administrative Expenses

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	Foreign Currency Gain

	Other Income and Expense

	Operating Income

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	Interest Expense

	Income Tax Expense

	Net Income

	Other Comprehensive Income

	Comparison of the Years Ended December 31, 2004 and 2003

	Revenues

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	Cost of Sales

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	Selling, General and Administrative Expenses

	Foreign Currency Gain

	Impairment of Goodwill and Intangible Assets

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	Other Income and Expense

	Operating Income (Loss)

	Interest Expense

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	Income Tax Expense (Benefit)

	Net Income (Loss)

	Other Comprehensive Income (Loss)

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	Cash Provided by Operating Activities

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	Cash Used in Investing Activities

	Cash Used in Financing Activities

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		Payments Due by Period
						Less
						Than 1				1-3				4-5				After 5
		Total				Year				Years				Years				Years
		(In millions)
Long-term debt obligations(1)		$	473.4			$	2.1			$	4.4			$	311.1			$	155.8
Scheduled interest payments(2)			186.3				39.7				78.7				66.8				1.1
Operating lease obligations(3)			339.7				98.1				134.1				64.8				42.7
Purchase obligations(4)(5)			16.1				4.2				4.1				3.3				4.5
		$	1,015.5			$	144.1			$	221.3			$	446.0			$	204.1

(1)	These balances consist of the following debt obligations: (a) $215.0 million for Centers’ senior subordinated notes; (b) $150.0 million for Centers’ senior notes; (c) $96.2 million for our term loan facility; (d) $12.2 million for Centers’ mortgage; and (e) less than $0.1 million for capital leases. See the “Long-Term Debt” note to our consolidated financial statements included in this prospectus.
(2)	These balances represent the interest that will accrue on the long-term obligations, which includes some variable debt interest payments, which are estimated using current interest rates. See the “Long-Term Debt” note to our consolidated financial statements.
(3)	These balances consist of the following operating leases: (a) $313.0 million for company-owned retail stores, (b) $101.5 million for franchised retail stores, which is offset by $101.5 million of sublease income from franchisees, and (c) $26.7 million for various leases for tractors/trailers, warehouses, automobiles, and various equipment at our facilities. See the “Long-Term Lease Obligation” note to our consolidated financial statements.
(4)	These balances consist of $3.5 million of advertising and inventory commitments and $12.6 million related to a management services agreement and credit facility administration fees. The management service agreement was entered into between us and Apollo Management V. In consideration of Apollo Management V’s services, we are obligated to pay an annual fee of $1.5 million for ten years commencing on December 5, 2003. See the “Related Party Transactions” note to our consolidated financial statements. We are also required to pay a $0.1 million credit facility administration fee annually to the administrative agent under our senior credit facility.
(5)	This balance excludes $21.5 million related to contracts with an advertising vendor, which were terminated by GNC and are currently in litigation. See “Business — Legal Proceedings” in this prospectus.

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	Stock-Based Compensation

	Use of Estimates

	•	the estimate requires management to make assumptions about matters that were uncertain at the time the estimate was made;
	•	different estimates reasonably could have been used; or
	•	changes in the estimate that would have a material impact on our financial condition or our results of operations are likely to occur from period to period.

	Revenue Recognition

	Inventories

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	Accounts Receivable and Allowance for Doubtful Accounts

	Impairment of Long-Lived Assets

	Self-Insurance

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	Goodwill and Indefinite-Lived Intangible Assets

	Leases

	Income Taxes

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	•	Increased Focus on Healthy Living: Consumers are leading more active lifestyles and becoming increasingly focused on healthy living, nutrition, and supplementation. According to the Nutrition Business Journal, a study by the Hartman Group found that 85% of the American population today is involved to some degree in health and wellness compared to 70% to 75% a few years ago. We believe that growth in the nutritional supplements industry will continue to be driven by consumers who increasingly embrace health and wellness as a critical part of their lifestyles.
	•	Aging Population: The average age of the U.S. population is increasing. U.S. Census Bureau data indicates that the number of Americans age 65 or older is expected to increase by approximately 56% from 2000 to 2020. We believe that these consumers are significantly more likely to use nutritional supplements, particularly VMHS products, than younger persons and have higher levels of disposable income to pursue healthy lifestyles.
	•	Rising Healthcare Costs and Use of Preventive Measures: Healthcare related costs have increased substantially in the United States. A preliminary survey released by Mercer Human Resource Consulting in 2005 found that employers anticipate an almost 10% increase in healthcare costs in the next year, about three times the rate of general inflation, if they leave benefits unchanged. To reduce medical costs and avoid the complexities of dealing with the healthcare system, and given

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		increasing incidence of medical problems and concern over the use and effects of prescription drugs, many consumers take preventive measures, including alternative medicines and nutritional supplements.
	•	Increasing Focus on Fitness: In total, U.S. health club memberships increased 4.9% between January 2004 and January 2005 from 39.4 million members to a record 41.3 million and has grown 40% from 29.5 million in 1998, according to the International Health, Racquet & Sportsclub Association. We believe that the growing number of fitness-oriented consumers, at increasingly younger ages, are interested in taking sports nutrition products to increase energy, endurance, and strength during exercise and to aid recovery after exercise.

2005 Net Revenue by Segment		2005 Net Retail Revenue by Product Category

	Retail Locations

	•	2,529 company-owned stores in the United States (all 50 states, the District of Columbia, and Puerto Rico);
	•	132 company-owned stores in Canada;

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	•	1,123 domestic franchised stores;
	•	873 international franchise stores in 45 other countries; and
	•	1,160 GNC “store-within-a-store” locations under our strategic alliance with Rite Aid Corporation.

	Franchise Activities

	Store-within-a-Store Locations

	Marketing

	Manufacturing and Distribution

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														Three Months Ended
		Year Ended December 31,												March 31,
U.S. Retail Product Categories (in dollars):		2003(1)				2004				2005				2005				2006
														(Unaudited)
		(in millions)
VMHS		$	364.5			$	362.6			$	377.7			$	99.2			$	108.6
Sports Nutrition Products			300.2				293.2				330.3				80.3				98.0
Diet Products			265.6				193.1				135.2				39.7				45.8
Other Wellness Products			79.6				95.1				87.8				22.6				25.2
Total U.S. Retail Revenues		$	1,009.9			$	944.0			$	931.0			$	241.8			$	277.6

														Three Months Ended
		Year Ended December 31,												March 31,
U.S. Retail Product Categories (in percentages):		2003(1)				2004				2005				2005				2006
VMHS			36.1%				38.4%				40.6%				41.0%				39.1%
Sports Nutrition Products			29.7%				31.1%				35.5%				33.2%				35.3%
Diet Products			26.3%				20.5%				14.5%				16.4%				16.5%
Other Wellness Products			7.9%				10.0%				9.4%				9.4%				9.1%
Total U.S. Retail Revenues			100.0%				100.0%				100.0%				100.0%				100.0%

(1)	This data is shown on a combined basis for comparability purposes and represents the sum of the period from January 1, 2003 through December 4, 2003 and the 27 days ended December 31, 2003.

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	VMHS

	Sports Nutrition Products

	Diet Products

	Other Wellness Products

	Product Development

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	Research and Development

														Three Months
		Year Ended December 31,												Ended March 31,
		2003(1)				2004				2005				2005				2006
														(Unaudited)
		(in millions)
Segment Revenues (in dollars):
Retail		$	1,059.5			$	1,001.8			$	989.4			$	255.2			$	294.9
Franchise			255.5				226.5				212.8				52.6				60.3
Manufacturing/ Wholesale			114.5				116.4				115.5				28.6				31.7
Total		$	1,429.5			$	1,344.7			$	1,317.7			$	336.4			$	386.9

														Three Months
		Year Ended December 31,												Ended March 31,
		2003(1)				2004				2005				2005				2006
Segment Revenues (in percentages):
Retail			74.1%				74.5%				75.1%				75.9%				76.2%
Franchise			17.9%				16.8%				16.1%				15.6%				15.6%
Manufacturing/ Wholesale			8.0%				8.7%				8.8%				8.5%				8.2%
Total			100.0%				100.0%				100.0%				100.0%				100.0%

	(1)	This data is shown on a combined basis for comparability purposes and represents the sum of the period from January 1, 2003 through December 4, 2003 and the 27 days ended December 31, 2003.

	Locations

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	Franchises in the United States

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	International Franchises

	Manufacturing

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	Wholesale

	Store-within-a-Store Locations

	Distribution Agreement with drugstore.com

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		Company-
United States and Canada		Owned Retail				Franchise				Other International		Franchise
Alabama			31				13			Aruba			2
Alaska			6				5			Australia			42
Arizona			45				11			Bahamas			4
Arkansas			17				6			Bahrain			2

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		Company-
United States and Canada		Owned Retail				Franchise				Other International		Franchise
California			205				167			Bolivia			1
Colorado			51				25			Brazil			1
Connecticut			37				7			Brunei			2
Delaware			9				9			Cayman Islands			2
District of Columbia			6				2			Chile			69
Florida			210				111			China			1
Georgia			91				50			Colombia			4
Hawaii			20				1			Costa Rica			9
Idaho			8				5			Dominican Republic			12
Illinois			98				55			Ecuador			17
Indiana			48				30			El Salvador			8
Iowa			26				8			Guam			5
Kansas			17				15			Guatemala			20
Kentucky			37				10			Honduras			2
Louisiana			33				9			Hong Kong			23
Maine			8				0			India			2
Maryland			51				25			Indonesia			26
Massachusetts			54				10			Israel			16
Michigan			80				41			Japan			8
Minnesota			60				12			Korea			5
Mississippi			21				9			Lebanon			5
Missouri			40				21			Malaysia			29
Montana			4				3			Mexico			187
Nebraska			9				15			Oman			1
Nevada			13				9			Pakistan			3
New Hampshire			15				5			Panama			5
New Jersey			72				46			Peru			27
New Mexico			20				2			Philippines			42
New York			157				38			Qatar			2
North Carolina			96				31			Saudi Arabia			35
North Dakota			6				0			Singapore			66
Ohio			97				65			South Africa			1
Oklahoma			31				8			South Korea			58
Oregon			21				8			Taiwan			19
Pennsylvania			132				45			Thailand			29
Puerto Rico			23				0			Turkey			34
Rhode Island			12				1			UAE			6
South Carolina			29				23			Ukraine			2
South Dakota			5				0			Venezuela			31
Tennessee			43				28			U.S. Virgin Islands			3
Texas			209				76
Utah			22				7
Vermont			5				0
Virginia			79				23

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			Company-
United States and Canada			Owned Retail				Franchise				Other International		Franchise
Washington				47				20
West Virginia				22				2
Wisconsin				47				10
Wyoming				4				1
Canada				132				5
	Total			2,661				1,128			Total			868

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	Harry Rodriguez v. General Nutrition Companies, Inc. (previously pending in the Supreme Court of the State of New York, New York County, New York, Index No. 02/126277). Plaintiffs filed

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	this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about December 6, 2002, alleged claims for unjust enrichment, violation of General Business Law § 349 (misleading and deceptive trade practices), and violation of General Business Law § 350 (false advertising). On July 2, 2003, the court granted part of our motion to dismiss and dismissed the unjust enrichment cause of action. On January 4, 2006, the court conducted a hearing on our motion for summary judgment and plaintiffs’ motion for class certification, both of which remain pending.
	Everett Abrams v. General Nutrition Companies, Inc. (previously pending in the Superior Court of New Jersey, Mercer County, New Jersey, Docket No. L-3789-02). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about December 20, 2002, alleged claims for false and deceptive marketing and omissions and violations of the New Jersey Consumer Fraud Act. On November 18, 2003, the court signed an order dismissing plaintiff’s claims for affirmative misrepresentation and sponsorship with prejudice. The claim for knowing omissions remains pending.
	Shawn Brown, Ozan Cirak, Thomas Hannon, and Luke Smith v. General Nutrition Companies, Inc. (previously pending in the 15th Judicial Circuit Court, Palm Beach County, Florida, Index. No. CA-02-14221AB). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about November 27, 2002, alleged claims for violations of the Florida Deceptive and Unfair Trade Practices Act, unjust enrichment, and violation of Florida Civil Remedies for Criminal Practices Act. These claims remain pending.
	Abrams, et al. v. General Nutrition Companies, Inc., et al. (previously pending in the Common Pleas Court of Philadelphia County, Philadelphia, Class Action No. 02-703886). Plaintiffs filed this putative class action on or about July 25, 2002. The Amended Complaint, filed thereafter on or about April 8, 2003, alleged claims for violations of the Unfair Trade Practices and Consumer Protection Law, and unjust enrichment. The court denied the plaintiffs’ motion for class certification, and that order has been affirmed on appeal. Plaintiffs thereafter filed a petition in the Pennsylvania Supreme Court asking that the court consider an appeal of the order denying class certification. The Pennsylvania Supreme Court has not yet ruled on the petition.
	David Pio and Ty Stephens, individually and on behalf of all others similarly situated v. General Nutrition Companies, Inc. (previously pending in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 02-CH-14122). Plaintiffs filed this putative class action on or about July 25, 2002. The Amended Complaint, filed thereafter on or about April 4, 2004, alleged claims for violations of the Illinois Consumer Fraud Act, and unjust enrichment. The motion for class certification was stricken, but the court afforded leave to the Plaintiffs to file another motion. Plaintiffs have not yet filed another motion.
	Santiago Guzman, individually, on behalf of all others similarly situated, and on behalf of the general public v. General Nutrition Companies, Inc. (previously pending on the California Judicial Counsel Coordination Proceeding No. 4363, Los Angeles County Superior Court). Plaintiffs filed this putative class action on or about February 17, 2004. The Amended Complaint, filed on or about May 26, 2005, alleged claims for violations of the Consumers Legal Remedies Act, violation of the Unfair Competition Act, and unjust enrichment. These claims remain pending.

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	Pennsylvania Claim

	Product Regulation

	Domestic

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	Foreign

	Franchise Regulation

	•	terminate or not renew a franchise without good cause;
	•	interfere with the right of free association among franchisees;
	•	disapprove the transfer of a franchise;
	•	discriminate among franchisees with regard to charges, royalties, and other fees; and
	•	place new stores near existing franchises.

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	Environmental Compliance

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Name		Age				Position
Robert J. DiNicola			58			Executive Chairman of the Board of Directors(1)
Joseph Fortunato			53			Director, President, and Chief Executive Officer
Curtis J. Larrimer			51			Executive Vice President and Chief Financial Officer
Mark L. Weintrub			45			Senior Vice President, Chief Legal Officer, and Secretary
Tom Dowd			43			Senior Vice President and General Manager of Retail Operations
Joseph J. Weiss			40			Senior Vice President of Merchandising
Lee Karayusuf			55			Senior Vice President of Distribution and Transportation
Michael Locke			60			Senior Vice President of Manufacturing
Darryl Green			45			Senior Vice President of Domestic Franchising
Reginald N. Steele			60			Senior Vice President of International Franchising
Susan Trimbo			51			Senior Vice President of Scientific Affairs
Michael S. Cohen			29			Director(2)
Laurence M. Berg			40			Director
Peter P. Copses			47			Director(3)
George G. Golleher			58			Director(3)
Joseph W. Harch			52			Director(2)
Andrew S. Jhawar			34			Director(3)
Edgardo A. Mercadante			50			Director(2)
John R. Ranelli			59			Director

(1)	Each director is a member of the board of directors of both GNC and Centers.
(2)	Member of audit committee of both GNC and Centers.
(3)	Member of compensation committee of both GNC and Centers.

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	Audit Committee

	Compensation Committee

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	Summary Compensation Table

																			Long Term
																			Compensation
							Annual Compensation												Securities
																			Underlying
											Bonus				Other Annual				Options/SARs				All Other
Name and Principal Position			Year(1)				Salary($)				($)(2)				Compensation(3)				(#)(4)				Compensation(5)
Robert J. DiNicola				2005			$	542,321				—				—				150,000			$	49,500
	Executive Chairman of the			2004			$	26,750				—				—				350,000			$	58,500
	Board(6)			2003				—				—				—				—				—
Joseph Fortunato				2005			$	399,519				—			$	48,515				104,667			$	552
	President and			2004			$	350,000				—			$	58,293				—			$	845,287
	Chief Executive Officer(6)			2003			$	310,077				—			$	51,070				295,333			$	552
Robert Homler				2005			$	248,077				—			$	128,356				250,000			$	853
	Former Executive Vice			2004				—				—				—				—				—
	President and			2003				—				—				—				—				—
	Chief Operating Officer(6)
Curtis J. Larrimer				2005			$	294,711				—			$	30,872				46,840			$	545
	Executive Vice President and			2004			$	191,661				—			$	47,511				—			$	390,969
	Chief Financial Officer			2003			$	179,646				—			$	4,453				53,160			$	360
Michael Locke				2005			$	235,355				—			$	27,616				700			$	1,563
	Senior Vice President of			2004			$	229,580			$	14,062			$	53,491				—			$	451,012
	Manufacturing — Nutra			2003			$	103,846				—			$	17,982				44,300			$	635
	Manufacturing, Inc.
Susan Trimbo				2005			$	228,708				—			$	36,190				1,840			$	487
	Senior Vice President of			2004			$	223,411				—			$	42,622				—			$	431,903
	Scientific Affairs			2003			$	208,494				—			$	36,710				53,160			$	284
	General Nutrition Corporation
Bruce E. Barkus				2005			$	232,692			$	100,000			$	60,404				400,000			$	96,025
	Former President and			2004				—				—				—				—				—
	Chief Executive Officer(6)			2003				—				—				—				—				—

(1)	Compensation in 2003 for the period January 1, 2003 to December 4, 2003 was paid by our predecessor.

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(2)	Mr. Locke’s 2004 bonus was with respect to performance in 2003. Mr. Barkus received a bonus in 2005 in connection with entering into his employment agreement with Centers.
(3)	Includes cash amounts received by the named executive officers for supplemental medical, supplemental retirement, parking, professional assistance, car allowance, and financial services assistance. In accordance with applicable SEC rules, any cash amount exceeding 25% of the total annual compensation for any year, and any additional items not listed above, are reflected in the following table:

Item			DiNicola				Fortunato				Homler				Larrimer				Locke				Trimbo				Barkus
Supplemental retirement
	2005																		$	10,000			$	10,000
	2004														$	13,236			$	14,512			$	12,766
	2003						$	14,138							$	14,138			$	5,981			$	13,596
Professional assistance
	2005														$	9,154
	2004						$	14,917
	2003						$	14,845
Car allowance
	2005														$	8,538			$	8,115
	2003														$	10,604			$	5,736			$	10,197
Reimbursement for relocation expenses
	2005										$	94,721	(a)														$	33,683	(b)
	2004																		$	15,315
Reimbursement for legal expenses
	2005																										$	10,995

	(a)	Includes $30,807 as reimbursement for taxes on the reimbursed relocation expenses.
	(b)	Includes $9,973 as reimbursement for taxes on the reimbursed relocation expenses.

(4)	No restricted stock or long-term incentive plan awards were paid or granted to the named executive officers in 2005, 2004, or 2003.
(5)	Includes payments received by the named executive officers in 2004 in connection with the sale of General Nutrition Companies, Inc. in 2003 for (a) change in control bonuses in the following amounts: Mr. Fortunato, $660,000; Mr. Larrimer, $185,802; Mr. Locke, $225,000; and Ms. Trimbo, $416,000; (b) retention bonuses in the following amounts: Mr. Fortunato, $165,000; Mr. Larrimer, $185,801; and Mr. Locke, $225,000; and (c) cash bonuses paid by Numico on the Numico Management Stock Purchase Plan in the following amounts: Mr. Fortunato, $19,746; Mr. Larrimer, $19,013; and Ms. Trimbo, $15,601. Also includes (i) imputed value for life insurance premiums in the following amounts: Mr. Fortunato, $552 in 2005, $541 in 2004, and $552 in 2003; Mr. Homler, $853 in 2005; Mr. Larrimer, $545 in 2005, $353 in 2004, and $360 in 2003; Mr. Locke, $1,563 in 2005, $1,012 in 2004, and $635 in 2003; Ms. Trimbo, $487 in 2005, $302 in 2004, and $284 in 2003; and Mr. Barkus, $64 in 2005; (ii) annual retainer and board meeting attendance fees for Mr. DiNicola in his role as a director, $49,500 in 2005 and $58,500 in 2004; and (iii) severance paid to Mr. Barkus in the amount of $63,462 in salary continuation payments and $32,500 in reimbursement of a home sales commission.
(6)	Mr. DiNicola served as Interim Chief Executive Officer from December 2, 2004 until May 27, 2005. Mr.Barkus became President and Chief Executive Officer on May 27, 2005 and served until November 10, 2005. Mr. Fortunato became President and Chief Executive Officer on November 10, 2005. Mr. Fortunato previously served as Executive Vice President and Chief Operating Officer since December 2003. Mr. Homler became Chief Operating Officer on December 16, 2005 and resigned from his positions with us effective April 17, 2006.

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	Option Grants During 2005 Fiscal Year

Individual Grants																		Potential Realizable
																		Value at Assumed
		Number of				Percent of												Annual Rates of Stock
		Securities				Total Options												Price Appreciation for
		Underlying				Granted to				Exercise or								Option Term(3)
		Options				Employees in				Base Price				Expiration
Name		Granted				Fiscal Year(1)				($/Share)(2)				Date				5%($)				10%($)
Robert J. DiNicola(4)			150,000				12	%		$	6.00				12/15/2012			$	366,390			$	853,845
Joseph Fortunato(5)			50,000				8	%		$	6.00				6/22/2012			$	122,130			$	284,615
			54,667												11/21/2012			$	133,530			$	311,181
Robert Homler			100,000				19	%		$	6.00				3/16/2012			$	244,260			$	569,230
			150,000												12/15/2012			$	366,390			$	853,845
Curtis J. Larrimer			46,840				4	%		$	6.00				3/16/2012			$	114,412			$	266,627
Michael Locke			700				*			$	6.00				12/15/2012			$	1,710			$	3,985
Susan Trimbo			1,840				*			$	6.00				12/15/2012			$	4,494			$	10,474
Bruce E. Barkus(6)			400,000				31	%		$	6.00				6/1/2012			$	977,041			$	2,276,921

*	Less than 1%.
(1)	Based on 1,285,506 options granted to employees and non-employee directors in 2005 under our 2003 Omnibus Stock Incentive Plan.
(2)	In determining option exercise prices, our board of directors uses a valuation methodology in which the fair market value of our common stock is based on our business enterprise value pursuant to impairment testing conducted in accordance with SFAS No. 142. The business enterprise value is adjusted to reflect our estimated excess cash and the fair market value of our debt and discounted to reflect the lack of control and marketability associated with our common stock. The determination of these discounts is based on the current and anticipated facts and circumstances affecting our business and our common stock.
(3)	In accordance with SEC rules, these columns show gain that could accrue for the listed options, assuming that the market price per share of our common stock appreciates from the date of grant over a period of seven years at an assumed annual rate of 5% and 10%. Our actual stock price appreciation over the seven-year option term will likely differ from these assumed rates. If the stock price does not increase above the exercise price at the time of exercise, the realized value from these options will be zero.
(4)	Of the listed options, 16,667 were granted as incentive stock options.
(5)	Of the listed options, 54,667 were granted as incentive stock options.
(6)	The listed options were granted as incentive stock options. The listed options terminated on November 10, 2005, upon Mr. Barkus’s termination of employment with GNC.

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	Option/ SAR Exercises During 2005 Fiscal Year and Fiscal Year End Option/ SAR Values

	Aggregated Numico SAR Exercises in Last Fiscal Year and Fiscal Year-End Numico SAR Values

										Number of
										Securities				Value of
										Underlying				Unexercised
										Unexercised				In-the-Money
										Options/SARs at				Options/SARs at
										Fiscal Year-End				Fiscal Year-End
		Shares								(#)				($)
		Acquired on
		Exercise				Value				Exercisable/				Exercisable/
Name		(#)				Realized($)				Unexercisable(1)				Unexercisable(2)
Robert J. DiNicola			—				—				—				—
Joseph Fortunato			15,000			$	117,545				15,000/—			$	71,052/—
Robert Homler			—				—				—				—
Curtis J. Larrimer			10,000			$	63,461				10,000/—			$	47,368/—
Michael Locke			20,000			$	193,720				15,000/—			$	71,052/—
Susan Trimbo			10,000			$	75,096				7,500/—			$	35,526/—
Bruce E. Barkus			—				—				—				—

(1)	Represents stock appreciation rights granted by our predecessor, Royal Numico, NV; all of which are fully vested and exercisable.
(2)	Based on the value provided by Numico and converted to U.S. dollars from Euros based on the Federal Reserve Bank of New York noon buying rate on December 30, 2005, €1.00 = $1.1842.

	Aggregated GNC Option Exercises in Last Fiscal Year and Fiscal Year-End GNC Option Values

Number of

Securities

Underlying

Unexercised

Value of Unexercised

Options/SARs at

In-the-Money

Fiscal Year-End

Options/SARs at Fiscal

(#)

Year-End ($)

Shares

Acquired on

Value

Exercisable/

Exercisable/

Name

Exercise (#)

Realized($)

Unexercisable(1)

Unexercisable(2)

Robert J. DiNicola

—

—

425,000/75,000

$1,602,250/$282,750

Joseph Fortunato

—

—

147,666/252,334

$556,701/$951,299

Robert Homler

—

—

—/250,000

—/$942,500

Curtis J. Larrimer

—

—

26,580/73,420

$100,207/$276,293

Michael Locke

—

—

22,150/22,850

$83,506/$86,145

Susan Trimbo

—

—

26,580/28,420

$100,207/$107,143

Bruce E. Barkus

—

—

—

—

(1)	Represents options granted pursuant to our 2003 Omnibus Stock Incentive Plan.
(2)	Based upon the fair market value of our common stock as of December 31, 2005, as determined by GNC in February 2006, $9.77, less the aggregate exercise price per share. See note (2) to the option grant table in “Option Grants During 2005 Fiscal Year.”

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	2003 Omnibus Stock Incentive Plan

	2006 GNC Stock Incentive Plan

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		Number of Option
		Shares				Grant Date				Exercise Price				Notes
DiNicola			50,000				12/5/2003			$	6.00				(1	)
			300,000				12/1/2004			$	6.00				(2	)
			150,000				12/15/2005			$	6.00				(2	)
Fortunato			295,333				12/5/2003			$	6.00				(3	)
			50,000				6/22/2005			$	6.00				(3	)
			54,667				11/21/2005			$	6.00				(3	)
Homler			100,000				3/16/2005			$	6.00				(3	)
			150,000				12/15/2005			$	6.00				(3	)
Larrimer			53,160				12/5/2003			$	6.00				(3	)
			46,840				3/16/2005			$	6.00				(3	)
Locke			44,300				12/5/2003			$	6.00				(3	)
			700				12/15/2005			$	6.00				(3	)
Trimbo			53,160				12/5/2003			$	6.00				(3	)
			1,840				12/15/2005			$	6.00				(3	)

(1)	Granted to Mr. DiNicola in his then capacity as a non-employee director. Vested 100% on date of grant.
(2)	Vests 50% on date of grant and 50% on first anniversary of date of grant.
(3)	Vests in four equal annual installments beginning on first anniversary of date of grant.

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Maximum

Number of

Shares Beneficially

Shares to be

Owned After the

Shares Beneficially

Shares Beneficially

Sold if Over-

Offering if the Over-

Owned Before the

Number of

Owned After the

Allotment

Allotment Option is

Offering

Shares to be

Offering

Option is

Exercised in Full

Sold in the

Exercised in

Name of Beneficial Owners

Shares

Percentage

Offering

Shares

Percentage

Full

Shares

Percentage

Directors and Named Executive Officers(1):

Bruce E. Barkus

—

—

Laurence M. Berg(2)

28,768,333

97.0

%

Michael S. Cohen(3)(4)

30,000

*

Peter P. Copses(2)

28,768,333

97.0

%

Robert J. DiNicola(3)(5)

491,667

1.6

%

Joseph Fortunato(3)(6)

222,666

*

George G. Golleher(3)(7)

105,000

*

Joseph Harch(8)

25,000

*

Robert Homler(9)

25,000

*

Andrew S. Jhawar(2)(3)

28,813,333

97.2

%

Curtis J. Larrimer(3)(10)

60,790

*

Michael Locke(3)(11)

39,025

*

Edgardo A. Mercadante(3)(12)

78,333

*

John R. Ranelli

—

—

Susan Trimbo(3)(13)

37,830

*

All directors and officers as a Group (19 persons)(3)(14)

30,171,501

98.6

%

Beneficial Owners of 5% or More of Our Outstanding Common Stock:

GNC Investors, LLC(15)

28,743,333

97.0

%

	*	Less than 1% of the outstanding shares.

(1)	Except as otherwise noted, the address of each director is c/o Apollo Management V, L.P., 9 West 57th Street, 43rd Floor, New York, New York 10019, and the address of each current executive officer is c/o General Nutrition Centers, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222.
(2)	Includes options to purchase 25,000 shares of common stock that are currently exercisable and 28,743,333 shares of common stock beneficially owned by Apollo Management V, as to which each of Messrs. Berg, Copses, and Jhawar, each of whom are our directors and partners of Apollo Management V, expressly disclaim beneficial ownership, except to the extent of any direct pecuniary

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	interest. The shares of common stock beneficially owned by Apollo Management V are held directly by GNC Investors, LLC, which is a selling stockholder in the offering.
(3)	On December 5, 2003, in connection with the Numico acquisition, we entered into a stockholders’ agreement with each of our stockholders. Each stockholder who purchased shares after that time has also agreed to be bound by the stockholders’ agreement. Pursuant to the stockholders’ agreement, each stockholder agreed to give Apollo Investment Fund V a voting proxy to vote with respect to certain matters as set forth in the stockholders’ agreement. As a result, Apollo Investment Fund V may be deemed to be the beneficial owner of the shares of common stock held by the parties to the stockholders’ agreement. Apollo Investment Fund V expressly disclaims beneficial ownership of such shares of common stock held by each of the parties to the stockholders’ agreement, except to the extent of its pecuniary interest in our principal stockholder.
(4)	Includes options to purchase 25,000 shares of common stock that are currently exercisable.
(5)	Includes options to purchase 425,000 shares of common stock that are currently exercisable.
(6)	Includes options to purchase 160,666 shares of common stock that are currently exercisable or exercisable within 60 days.
(7)	Includes options to purchase 55,000 shares of common stock that are currently exercisable.
(8)	Includes options to purchase 25,000 shares of common stock that are currently exercisable.
(9)	Includes options to purchase 25,000 shares of common stock that are currently exercisable.

(10)	Includes options to purchase 38,290 shares of common stock that are currently exercisable.
(11)	Includes options to purchase 22,150 shares of common stock that are currently exercisable.
(12)	Includes options to purchase 45,000 shares of common stock that are currently exercisable.
(13)	Includes options to purchase 26,580 shares of common stock that are currently exercisable.
(14)	Includes (a) options to purchase an aggregate of 993,168 shares of common stock that are currently exercisable or exercisable within 60 days and (b) 28,743,333 shares of common stock held by our principal stockholder.
(15)	Represents shares held by our principal stockholder, which is a special purpose entity that was created in connection with the Numico acquisition. Apollo Funds V own approximately 76% of our principal stockholder. Apollo Management V is the manager of our principal stockholder. Pursuant to a stockholders’ agreement, Apollo Management V and its affiliates have shared dispositive power over all of our outstanding common stock. Apollo Management V, as manager of Apollo Investment Fund V, also has sole voting power over all of our outstanding common stock pursuant to the stockholders’ agreement. Apollo Advisors V, L.P. is the general partner of Apollo Funds V, and Apollo Management V is the manager of Apollo Funds V. Leon Black and John Hannan are the principal executive officers and directors of the general partners of Apollo Management V and Apollo Advisors V, and each of Mr. Black and Mr. Hannan, except to the extent of his direct pecuniary interest, expressly disclaims beneficial ownership of the indicated shares. Each of Apollo Advisors V, Apollo Management V, and Apollo Funds V has no pecuniary interest in the remaining interests of our principal stockholder. The address of GNC Investors, LLC is c/o Apollo Management V, L.P., 9 West 57th Street, 43rd Floor, New York, New York 10019.

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		Restricted				Discretionary
		Payments				Payment
GNC Investors, LLC		$	48,576,233				—
Laurence M. Berg			—			$	42,250
Michael S. Cohen		$	8,450			$	42,250
Peter P. Copses			—			$	42,250
Robert J. DiNicola		$	112,667			$	845,000
Tom Dowd		$	47,531			$	92,950
Joseph Fortunato		$	105,625			$	676,000
George G. Golleher		$	84,500			$	92,950
Darryl Green		$	21,125			$	50,700
Joseph W. Harch			—			$	42,250
Robert Homler			—			$	422,500
Andrew S. Jhawar		$	76,050			$	42,250
Lee Karayusuf		$	63,375			$	76,050
Curtis J. Larrimer		$	38,025			$	169,000
Michael Locke		$	28,519			$	76,050
Edgardo A. Mercadante		$	56,333			$	76,050
Reginald N. Steele		$	31,688			$	76,050
Susan Trimbo		$	19,013			$	92,950

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		Proposed
		Dividend
GNC Investors, LLC		$
Laurence M. Berg			—
Michael S. Cohen			—
Peter P. Copses			—
Robert J. DiNicola		$
Tom Dowd		$
Joseph Fortunato		$
George G. Golleher		$
Darryl Green		$
Joseph W. Harch			—
Robert Homler			—
Andrew S. Jhawar		$
Lee Karayusuf		$
Curtis J. Larrimer		$
Michael Locke		$
Edgardo A. Mercadante		$
Reginald N. Steele		$
Susan Trimbo		$

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						Compensation
		Shares Purchased				Received in
		in Connection				Connection with
		with Numico Acquisition				Numico Acquisition
Robert J. DiNicola			41,667				—
Tom Dowd			28,125			$	195,000
Joseph Fortunato			62,500			$	825,000
George G. Golleher			50,000				—
Lee Karayusuf			37,500			$	259,875
Curtis J. Larrimer			22,500			$	371,603
Michael Locke			16,875			$	450,000
Edgardo A. Mercadante			33,333				—
Reginald N. Steele			18,750			$	403,072
Susan Trimbo			11,250			$	416,000

	Rexall Transition Agreements

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	Nutraco Agreements

	Unicity Transition Agreement

	Research Activities Agreement with Numico

	Insurance

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	Shared Service Personnel Costs

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	Voting Rights. Each share of our common stock entitles its holder to one vote per share on all matters to be voted upon by the stockholders. There is no cumulative voting, which means that a holder or group of holders of more than 50% of the shares of our common stock can elect all of our directors. For a description of a proxy arrangement that gives Apollo Investment Fund V the right to elect all of our directors under certain circumstances, see “—Stockholders’ Agreement.”
	Dividend Rights. The holders of our common stock are entitled to receive dividends when and as declared by our board of directors from legally available sources, subject to the prior rights of the holders of our preferred stock.
	Liquidation Rights. In the event of our liquidation or dissolution, the holders of our common stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.
	Other Matters. The holders of our common stock have no subscription, redemption, or conversion privileges. After the offering, our common stock does not entitle its holder to preemptive rights. All of the outstanding shares of our common stock are fully paid and nonassessable. The rights, preferences, and privileges of the holders of our common stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

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	Amended and Restated Certificate of Incorporation and Amended and Restated By-laws

	•	the number of shares constituting any class or series;
	•	the designations, powers, and preferences of each class or series;
	•	the relative, participating, optional, and other special rights of each class or series; and
	•	any qualifications, limitations, or restrictions on each class or series.

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	•	any breach of the director’s duty of loyalty to the corporation or its stockholders;
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions; or
	•	any transaction from which the director derived an improper personal benefit.

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	Voting. Each party to the stockholders’ agreement has irrevocably appointed Apollo Investment Fund V as its proxy and attorney-in-fact to vote all of the shares of common stock held by the stockholder at any time, for all matters subject to the vote of the stockholders. Such votes will be cast in the manner determined by Apollo Investment Fund V in its sole and absolute discretion, whether at any meeting of the corporation or by written consent or otherwise. The proxy remains in effect until (1) Apollo Investment Fund V and its affiliates, which include our principal stockholder in certain circumstances, no longer own at least 2,100,000 shares of common stock, or (2), with respect to certain shares, the date that such shares are transferred under Rule 144 of the Securities Act or sold pursuant to a registration statement filed with the SEC.
	Transfer Restrictions. Certain restrictions on the transfer of our common stock will terminate upon the completion of this offering. However, for so long as Apollo Investment Fund V and its affiliates own at least 4,200,000 shares of our common stock, no management stockholder is permitted to transfer, directly or indirectly, more than a specified percentage of the total amount of shares held by the management stockholder, including shares exercisable pursuant to stock options, in any 12-month period after the completion of this offering. “Transfer” means a sale, assignment, encumbrance, gift, pledge, hypothecation, or other disposition of any interest in the common stock.

	•	a legal opinion, reasonably satisfactory to our counsel, to the effect that the proposed transfer may be effected without registration under the Securities Act;
	•	a “no action” letter from the staff of the SEC to the effect that the transfer without registration will not result in a recommendation by the staff that action be taken with respect to the transfer; or
	•	any other showing that is reasonably satisfactory to our legal counsel.

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	•	1% of the number of shares of common stock then outstanding, which will equal approximately                      shares immediately after this offering; or
	•	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of the Form 144 with respect to the sale.

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Underwriter			Number of Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Lehman Brothers Inc.
UBS Securities LLC
	Total

	•	the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;
	•	the representations and warranties made by us and the selling stockholders to the underwriters are true;
	•	there is not material change in our business or the financial markets; and
	•	we deliver customary closing documents to the underwriters.

Without

With

Per Share

Option

Option

Public offering price

$

$

$

Underwriting discount

$

$

$

Proceeds, before expenses, to us

$

$

$

Proceeds, before expenses, to the selling stockholders

$

$

$

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	•	offer, pledge, sell, or contract to sell any common stock,
	•	sell any option or contract to purchase any common stock,
	•	purchase any option or contract to sell any common stock,
	•	grant any option, right, or warrant for the sale of any common stock,
	•	lend or otherwise dispose of or transfer any common stock,
	•	request or demand that we file a registration statement related to the common stock,
	•	enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise, or
	•	publicly announce the intention to do any of the foregoing.

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	•	the prevailing market conditions;
	•	the prospects for the industry in which we compete;
	•	an overall assessment of our management;
	•	estimates of our business potential and earning prospects; and
	•	the consideration of these factors in relation to market valuation of companies in related businesses.

	•	Overallotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares overallotted by the underwriters is not greater than the number of shares that they may purchase in the overallotment option. In a naked short position, the number of shares involved is greater than the number of shares in the overallotment option. The underwriters may close out any short position by either exercising their overallotment option and/or purchasing shares in the open market.
	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum;
	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. If the underwriters sell more shares than could be covered by the overallotment option, i.e., a “naked short” position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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	(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

	(a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business, and (ii) it has not offered or sold and will not offer or sell the shares other than to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage, or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the shares would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
	(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
	(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from, or otherwise involving the United Kingdom.

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GNC CORPORATION AND SUBSIDIARIES
	Reports of Independent Registered Public Accounting Firm			F-2
	Consolidated Balance Sheets
	As of December 31, 2004, December 31, 2005 and March 31, 2006 (unaudited)			F-4
	Consolidated Statements of Operations and Comprehensive Income
	For the period from January 1, 2003 through December 4, 2003, the 27 days ended December 31, 2003, the years ended December 31, 2004, and 2005, and three months ended March 31, 2005 and 2006 (unaudited)			F-5
	Consolidated Statements of Stockholders’ (Deficit) Equity
	For the period from January 1, 2003 through December 4, 2003, the 27 days ended December 31, 2003, the years ended December 31, 2004, and 2005, and three months ended March 31, 2006 (unaudited)			F-6
	Consolidated Statements of Cash Flows
	For the period from January 1, 2003 through December 4, 2003, the 27 days ended December 31, 2003, the years ended December 31, 2004, and 2005, and three months ended March 31, 2005 and 2006 (unaudited)			F-7
	Notes to Consolidated Financial Statements			F-8

F-1

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/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 1, 2004

F-2

---

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/s/ PricewaterhouseCoopers LLP

F-3

---

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					December 31,				December 31,				March 31,
					2004				2005				2006
													(Unaudited)
					(In thousands, except share data)
Current assets:
	Cash and cash equivalents				$	85,161			$	86,013			$	44,290
	Receivables, net of reserve of $7,214, $8,898 and $7,493, respectively (Note 3)					68,148				70,630				77,007
	Inventories, net (Note 4)					272,254				298,166				339,928
	Deferred tax assets, net (Note 5)					14,133				13,861				13,859
	Other current assets (Note 6)					36,382				30,826				30,005
		Total current assets				476,078				499,496				505,089
Long-term assets:
	Goodwill (Note 7)					78,585				80,109				80,588
	Brands (Note 7)					212,000				212,000				212,000
	Other intangible assets, net (Note 7)					28,652				26,460				25,965
	Property, plant and equipment, net (Note 8)					195,409				179,482				174,705
	Deferred financing fees, net					18,130				16,125				15,390
	Deferred tax assets, net (Note 5)					1,093				45				45
	Other long-term assets (Note 9)					21,393				10,114				8,399
		Total long-term assets				555,262				524,335				517,092
			Total assets		$	1,031,340			$	1,023,831			$	1,022,181
Current liabilities:
	Accounts payable, includes cash overdraft of $4,144, $5,063 and $5,219, respectively (Note 10)				$	106,557			$	104,595			$	130,607
	Accrued payroll and related liabilities (Note 11)					20,353				20,812				20,532
	Accrued income taxes (Note 5)					—				2,280				8,830
	Accrued interest (Note 13)					1,863				7,877				9,181
	Current portion, long-term debt (Note 13)					3,901				2,117				2,133
	Other current liabilities (Note 12)					61,325				64,826				68,831
		Total current liabilities				193,999				202,507				240,114
Long-term liabilities:
	Long-term debt (Note 13)					506,474				471,244				470,710
	Other long-term liabilities					9,866				10,891				10,679
		Total long-term liabilities				516,340				482,135				481,389
			Total liabilities			710,339				684,642				721,503
Cumulative redeemable exchangeable preferred stock, $0.01 par value, 110,000 shares authorized, 100,000 shares issued and outstanding (liquidation preference of $123,815, $136,349 and $140,183, respectively) (Note 17)						112,734				127,115				130,982
Stockholders’ equity:
	Common stock, $0.01 par value, 100,000,000 shares authorized, 29,854,663, 29,538,413 and 29,546,538 shares issued and outstanding, respectively (Note 18)					299				296				296
	Paid-in-capital					178,245				177,615				128,289
	Retained earnings					28,924				32,939				40,507
	Treasury stock, at cost, 100,000, zero and zero shares, respectively (Note 18)					(364	)			—				—
	Accumulated other comprehensive income					1,163				1,224				604
		Total stockholders’ equity				208,267				212,074				169,696
			Total liabilities and stockholders’ equity		$	1,031,340			$	1,023,831			$	1,022,181

F-4

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			Predecessor					Successor												Successor
			Period Ended					27 Days Ended												Three Months Ended
			December 4,					December 31,				Year Ended December 31,								March 31,
			2003					2003				2004				2005				2005				2006
																				(Unaudited)
			(In thousands, except share data)
Revenue			$	1,340,209				$	89,288			$	1,344,742			$	1,317,708			$	336,435			$	386,892
Cost of sales, including costs of warehousing, distribution and occupancy				934,860					63,580				895,235				898,740				230,456				256,872
Gross profit				405,349					25,708				449,507				418,968				105,979				130,020
Compensation and related benefits				234,990					16,719				229,957				228,626				57,314				65,852
Advertising and promotion				38,413					514				43,955				44,661				14,601				15,839
Other selling, general and administrative				70,938					5,098				73,871				76,532				18,915				21,063
Income from legal settlements				(7,190	)				—				—				—				—				—
Foreign currency (gain) loss				(2,895	)				22				(290	)			(555	)			(105	)			(588	)
Impairment of goodwill and intangible assets				709,367					—				—				—				—				—
Other expense (income)				—					—				1,330				(2,500	)			(2,500	)			—
Operating (loss) income				(638,274	)				3,355				100,684				72,204				17,754				27,854
Interest expense, net (Note 13)				121,125					2,773				34,515				43,078				13,471				9,676
(Loss) income before income taxes				(759,399	)				582				66,169				29,126				4,283				18,178
Income tax (benefit) expense (Note 5)				(174,478	)				228				24,502				10,730				1,547				6,743
Net (loss) income				(584,921	)				354				41,667				18,396				2,736				11,435
Other comprehensive income (loss)				1,603					302				861				61				(264	)			(620	)
Comprehensive (loss) income			$	(583,318	)			$	656			$	42,528			$	18,457			$	2,472			$	10,815
(Loss) income per share — Basic and Diluted:
Net (loss) income			$	(584,921	)			$	354			$	41,667			$	18,396			$	2,736			$	11,435
Cumulative redeemable exchangeable preferred stock dividends and accretion				—					(891	)			(12,743	)			(14,381	)			(3,439	)			(3,867	)
Net (loss) income available to common stockholders			$	(584,921	)			$	(537	)		$	28,924			$	4,015			$	(703	)		$	7,568
(Loss) earnings per share
	Basic		$	(19.78	)			$	(0.02	)		$	0.97			$	0.14			$	(0.02	)		$	0.26
	Diluted		$	(19.78	)			$	(0.02	)		$	0.97			$	0.13			$	(0.02	)		$	0.25
Weighted average shares outstanding:
	Basic			29,566,666					29,566,666				29,819,090				29,645,872				29,752,552				29,551,413
	Diluted			29,566,666					29,566,666				29,819,090				30,225,309				29,752,552				30,003,954

F-5

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																											Accumulated				Total
			Common Stock																Treasury Stock								Other				Stockholders’
															Retained												Comprehensive				(Deficit)
			Shares				Dollars				Paid-in-Capital				Earnings				Shares				Dollars				(Loss)/Income				Equity
			(In thousands, except share data)
Predecessor
Balance at January 1, 2003				—			$	—			$	690,955			$	(1,183,231	)			—			$	—			$	(1,476	)		$	(493,752	)
Net loss				—				—				—				(584,921	)			—				—				—				(584,921	)
Foreign currency translation adjustments				—				—				—				—				—				—				1,603				1,603
Balance at December 4, 2003				—			$	—			$	690,955			$	(1,768,152	)			—			$	—			$	127			$	(1,077,070	)
Successor
GNC Corporation investment in General Nutrition Centers, Inc.				29,566,666			$	296			$	177,204			$	—				—			$	—			$	—			$	177,500
Preferred stock dividends				—				—				(534	)			(354	)			—				—				—				(888	)
Amortization of preferred stock issuance costs				—				—				(3	)			—				—				—				—				(3	)
Net income				—				—				—				354				—				—				—				354
Foreign currency translation adjustments				—				—				—				—				—				—				302				302
Balance at December 31, 2003				29,566,666				296				176,667				—				—				—				302				177,265
Issuance of common stock				287,997				3				1,578				—				—				—				—				1,581
Purchase of treasury stock				—				—				—				—				(100,000	)			(364	)			—				(364	)
Preferred stock dividends				—				—				—				(12,642	)			—				—				—				(12,642	)
Amortization of preferred stock issuance costs				—				—				—				(101	)			—				—				—				(101	)
Net income				—				—				—				41,667				—				—				—				41,667
Foreign currency translation adjustments				—				—				—				—				—				—				861				861
Balance at December 31, 2004				29,854,663				299				178,245				28,924				(100,000	)			(364	)			1,163				208,267
Retirement of treasury stock				(100,000	)			(1	)			(363	)			—				100,000				364				—				—
Repurchase and retirement of common stock				(216,250	)			(2	)			(899	)			—				—				—				—				(901	)
Non-cash stock compensation				—				—				632				—				—				—				—				632
Preferred stock dividends				—				—				—				(14,248	)			—				—				—				(14,248	)
Amortization of preferred stock issuance costs				—				—				—				(133	)			—				—				—				(133	)
Net income				—				—				—				18,396				—				—				—				18,396
Foreign currency translation adjustments				—				—				—				—				—				—				61				61
Balance at December 31, 2005				29,538,413				296				177,615				32,939				—				—				1,224				212,074
Repurchase and retirement of common stock				(16,875	)			—				(68	)			—				—				—				—				(68	)
Non-cash stock-based compensation				25,000				—				676				—				—				—				—				676
Preferred stock dividends				—				—				—				(3,834	)			—				—				—				(3,834	)
Amortization of preferred stock issuance costs				—				—				—				(33	)			—				—				—				(33	)
Net income				—				—				—				11,435				—				—				—				11,435
	Restricted payment made by General Nutrition Centers, Inc. to GNC Corporation Common Stockholders			—				—				(49,934	)			—				—				—				—				(49,934	)
Foreign currency translation adjustments				—				—				—				—				—				—				(620	)			(620	)
Balance at March 31, 2006 (unaudited)				29,546,538			$	296			$	128,289			$	40,507				—			$	—			$	604			$	169,696

F-6

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					Predecessor					Successor												Successor
					Period Ended					27 Days Ended				Year Ended								Three Months Ended
					December 4,					December 31,				December 31,								March 31,
					2003					2003				2004				2005				2005				2006
																						(Unaudited)
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income					$	(584,921	)			$	354			$	41,667			$	18,396			$	2,736			$	11,435
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation expense					50,880					1,950				34,778				37,045				9,139				8,656
	Fixed asset write-off					—					—				—				665				—				—
	Deferred fee writedown — early debt extinguishment					—					—				—				3,890				3,890				—
	Amortization of intangible assets					8,171					303				4,015				3,990				961				978
	Amortization of deferred financing fees					—					224				2,772				2,825				683				735
	Impairment of goodwill and intangible assets					709,367					—				—				—				—				—
	Increase in provision for inventory losses					27,701					2,237				9,588				9,353				2,238				909
	Stock appreciation rights compensation					4,347					—				—				—				—				—
	Non-cash stock-based compensation					—					—				—				632				—				676
	Increase (decrease) in provision for losses on accounts receivable					1,953					767				1,828				1,784				591				(395	)
	(Increase) decrease in net deferred taxes					(197,629	)				(210	)			24,154				1,321				2,408				—
	Changes in assets and liabilities:
		Decrease (increase) in receivables				57,933					2,119				3,455				(6,198	)			(872	)			(6,977	)
		Decrease (increase) in inventory, net				1,258					1,581				(24,658	)			(33,259	)			(23,159	)			(42,217	)
		Decrease in franchise note receivables, net				1,546					1,326				11,572				6,650				3,604				1,109
		(Increase) decrease in other assets				(5,597	)				(10,977	)			(319	)			6,684				1,495				348
		(Decrease) increase in accounts payable				(3,245	)				(5,342	)			3,855				(2,853	)			26,157				25,846
		Increase (decrease) in accrued taxes				5,638					438				(438	)			2,280				—				6,550
		Increase in interest payable				—					1,799				64				6,014				7,159				1,303
		Increase (decrease) in accrued liabilities				15,466					8,119				(28,865	)			4,967				(1,490	)			3,517
			Net cash provided by operating activities			92,868					4,688				83,468				64,186				35,540				12,473
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures					(31,020	)				(1,827	)			(28,329	)			(20,825	)			(4,383	)			(3,692	)
	Sale of corporate stores to franchisees					2,760					24				169				23				—				—
	Store acquisition costs					(3,193	)				(81	)			(979	)			(733	)			(558	)			(131	)
	Acquisition of General Nutrition Companies, Inc.					—					(738,117	)			2,102				—				—				—
			Net cash used in investing activities			(31,453	)				(740,001	)			(27,037	)			(21,535	)			(4,941	)			(3,823	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Restricted payment made by General Nutrition Centers, Inc. to GNC Corporation Common Stockholders					—					—				—				—				—				(49,934	)
	Issuance proceeds (costs) of preferred stock					—					100,000				(459	)			—				—				—
	Issuance of common stock					—					177,500				1,581				—				—				—
	Repurchase and retirement of common stock					—					—				—				(901	)			(416	)			(68	)
	Purchase of treasury stock					—					—				(364	)			—
	Increase (decrease) in cash overdrafts					1,915					1,735				(347	)			919				1,760				156
	Payments on long-term debt, related party					(91,794	)				—				—				—
	Payments on long-term debt					(887	)				—				(3,828	)			(187,014	)			(185,491	)			(517	)
	Proceeds from senior notes issuance					—					—				—				150,000				150,000				—
	Borrowings from senior credit facility					—					285,000				—				—				—				—
	Proceeds from senior subordinated notes issuance										215,000				—				—				—				—
	Financing fees					—					(20,020	)			(1,106	)			(4,710	)			(3,785	)			—
			Net cash (used in) provided by financing activities			(90,766	)				759,215				(4,523	)			(41,706	)			(37,932	)			(50,363	)
Effect of exchange rate on cash						12					(152	)			77				(93	)			(63	)			(10	)
Net (decrease) increase in cash						(29,339	)				23,750				51,985				852				(7,396	)			(41,723	)
Beginning balance, cash						38,765					9,426				33,176				85,161				85,161				86,013
Ending balance, cash					$	9,426				$	33,176			$	85,161			$	86,013			$	77,765			$	44,290

F-7

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NOTE 1.	NATURE OF BUSINESS

F-8

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

	Basis of Presentation

F-9

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	Summary of Significant Accounting Policies

F-10

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F-11

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F-12

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F-13

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F-14

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F-15

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F-16

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		Predecessor					Successor												Successor
		Period Ended					27 Days Ended												Three Months Ended
		December 4,					December 31,				Year Ended December 31,								March 31,
		2003					2003				2004				2005				2005				2006
																			(unaudited)
		(In thousands, except share data)
Numerator:
Numerator for basic and diluted earnings per share:
Net (loss) income		$	(584,921	)			$	354			$	41,667			$	18,396			$	2,736			$	11,435
Cumulative redeemable exchangeable preferred stock dividends and accretion			—					(891	)			(12,742	)			(14,381	)			(3,439	)			(3,867	)
Net (loss) income available to common stock		$	(584,921	)			$	(537	)		$	28,925			$	4,015			$	(703	)		$	7,568
Denominator:
Denominator for basic earnings per share:
Weighted average shares			29,566,666					29,566,666				29,819,090				29,645,872				29,752,552				29,551,413
Effect of dilutive securities:
Employee stock options			—					—				—				579,438				—				452,541
Denominator for diluted earnings per share — adjusted weighted average			29,566,666					29,566,666				29,819,090				30,225,309				29,752,552				30,003,954
Basic earnings per share		$	(19.78	)			$	(0.02	)		$	0.97			$	0.14			$	(0.02	)		$	0.26
Diluted earnings per share		$	(19.78	)			$	(0.02	)		$	0.97			$	0.13			$	(0.02	)		$	0.25

	Recently Issued Accounting Pronouncements.

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F-18

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NOTE 3.	RECEIVABLES

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Trade receivables		$	69,884			$	69,880			$	74,594
Other			5,478				9,648				9,906
Allowance for doubtful accounts			(7,214	)			(8,898	)			(7,493	)
		$	68,148			$	70,630			$	77,007

NOTE 4.	INVENTORIES

			Gross								Net Carrying
			Cost				Reserves				Value
			(In thousands)
December 31, 2004
	Finished product ready for sale		$	242,578			$	(11,542	)		$	231,036
	Work-in-process bulk product and raw materials			41,607				(3,019	)			38,588
	Packaging supplies			2,630				—				2,630
			$	286,815			$	(14,561	)		$	272,254
December 31, 2005
	Finished product ready for sale		$	257,525			$	(10,025	)		$	247,500
	Work-in-process bulk product and raw materials			48,513				(2,128	)			46,385
	Packaging supplies			4,281				—				4,281
			$	310,319			$	(12,153	)		$	298,166
March 31, 2006 (unaudited)
	Finished product ready for sale		$	288,626			$	(8,929	)		$	279,697
	Work-in-process bulk product and raw materials			57,395				(2,110	)			55,285
	Packaging supplies			4,946				—				4,946
			$	350,967			$	(11,039	)		$	339,928

NOTE 5.	INCOME TAXES

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				December 31, 2004												December 31, 2005												March 31, 2006
				Assets				Liabilities				Net				Assets				Liabilities				Net				Assets				Liabilities				Net
																												(Unaudited)
				(In thousands)
Deferred tax:
	Current assets (liabilities):
		Operating reserves		$	2,958			$	—			$	2,958			$	6,303			$	—			$	6,303			$	6,303			$	—			$	6,303
		Inventory capitalization			1,237				—				1,237				—				(595	)			(595	)			—				(595	)			(595	)
		Deferred revenue			11,001				—				11,001				10,394				—				10,394				10,394				—				10,394
		Prepaid expenses			—				(7,390	)			(7,390	)			—				(8,060	)			(8,060	)			—				(8,060	)			(8,060	)
		Accrued worker compensation			2,906				—				2,906				3,481				—				3,481				3,481				—				3,481
		Stock compensation			—				—				—				230				—				230				230				—				230
		Other			3,781				(360	)			3,421				2,116				(8	)			2,108				2,114				(8	)			2,106
	Total current			$	21,883			$	(7,750	)		$	14,133			$	22,524			$	(8,663	)		$	13,861			$	22,522			$	(8,663	)		$	13,859
	Non-current assets (liabilities):
		Intangibles		$	—			$	(4,080	)		$	(4,080	)		$	—			$	(9,777	)		$	(9,777	)		$	—			$	(9,777	)		$	(9,777	)
		Fixed assets			8,411				(2,465	)			5,946				9,370				—				9,370				9,370				—				9,370
		Other			2,753				(3,526	)			(773	)			3,766				(3,314	)			452				3,766				(3,314	)			452
	Total non-current			$	11,164			$	(10,071	)		$	1,093			$	13,136			$	(13,091	)		$	45			$	13,136			$	(13,091	)		$	45
	Total net deferred taxes			$	33,047			$	(17,821	)		$	15,226			$	35,660			$	(21,754	)		$	13,906			$	35,658			$	(21,754	)		$	13,904

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			Predecessor					Successor												Successor
																				Three Months
			Period Ended					27 Days Ended				Year Ended								Ended
			December 4,					December 31,				December 31,								March 31,
			2003					2003				2004				2005				2005				2006
																				(Unaudited)
			(In thousands)
Current:
	Federal		$	22,145				$	420			$	143			$	6,873			$	(988	)		$	5,418
	State			1,006					18				97				1,255				133				582
	Foreign			—					—				108				1,281				(6	)			743
				23,151					438				348				9,409				(861	)			6,743
Deferred:
	Federal			(218,770	)				(202	)			22,365				1,172				2,408				—
	State			(12,904	)				(8	)			1,852				149				—				—
	Foreign			—					—				(63	)			—				—				—
				(231,674	)				(210	)			24,154				1,321				2,408				—
Valuation allowance				34,045					—				—				—				—				—
Income tax (benefit) expense			$	(174,478	)			$	228			$	24,502			$	10,730			$	1,547			$	6,743

			Predecessor					Successor												Successor
																				Three Months
			Period Ended					27 Days Ended				Year Ended								Ended
			December 4,					December 31,				December 31,								March 31,
			2003					2003				2004				2005				2005				2006
																				(Unaudited)
Percent of pretax earnings:
Statutory federal tax rate				35.0	%				35.0	%			35.0	%			35.0	%			35.0	%			35.0	%
Increase/(decrease):
	Goodwill amortization, impairment			(9.6	)				—				—				—				—				—
	Other permanent differences			—					—				(0.4	)			(2.4	)			(1.1	)			(1.2	)
	State income tax, net of federal tax benefit			0.5					0.6				2.4				3.9				3.1				3.2
Other				1.6					3.6				—				0.3				(0.9	)			0.1
Valuation allowance				(4.5	)				—				—				—				—				—
Effective income tax rate				23.0	%				39.2	%			37.0	%			36.8	%			36.1	%			37.1	%

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NOTE 6.	OTHER CURRENT ASSETS

			December 31,				December 31,				March 31,
			2004				2005				2006
											(Unaudited)
			(In thousands)
Current portion of franchise note receivables			$	5,087			$	3,727			$	3,677
	Less: allowance for doubtful accounts			(634	)			(105	)			(121	)
Prepaid rent				11,316				11,696				11,800
Prepaid insurance				6,404				6,538				5,100
Other current assets				14,209				8,970				9,549
	Total		$	36,382			$	30,826			$	30,005

NOTE 7.	GOODWILL, BRANDS, AND OTHER INTANGIBLE ASSETS

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												Manufacturing/
				Retail				Franchising				Wholesale				Total
				(In thousands)
Goodwill balance at December 31, 2003				$	19,094			$	63,548			$	447			$	83,089
	Adjustments:
		Contingent consideration			2,087				812				—				2,899
		Purchase accounting adjustments			(3,547	)			(3,855	)			(1	)			(7,403	)
Goodwill balance at December 31, 2004					17,634				60,505				446				78,585
	Additions: Acquired franchise stores				1,524				—				—				1,524
	Reclassification: Due to franchise store acquisitions				3,812				(3,812	)							—
Goodwill balance at December 31, 2005					22,970				56,693				446				80,109
	Additions: Acquired franchise stores				479				—				—				479
	Reclassification: Due to franchise store acquisitions				1,266				(1,266	)			—				—
Goodwill at March 31, 2006 (unaudited)				$	24,715			$	55,427			$	446			$	80,588

							Retail				Franchise				Operating				Franchise
			Gold Card				Brand				Brand				Agreements				Rights				Total
			(In thousands)
Balance at December 31, 2003			$	2,485			$	49,000			$	163,000			$	30,182			$	—			$	244,667
Amortization expense				(1,072	)			—				—				(2,943	)			—				(4,015	)
Balance at December 31, 2004				1,413				49,000				163,000				27,239				—				240,652
Additions: Acquired franchise stores				—				—				—				—				1,798				1,798
Reclassification: Due to franchise store acquisitions				—				10,659				(10,659	)			—								—
Amortization expense				(899	)			—				—				(2,943	)			(148	)			(3,990	)
Balance at December 31, 2005				514				59,659				152,341				24,296				1,650				238,460
Additions: Acquired franchise stores				—				—				—				—				483				483
	Reclassification: Due to franchise store acquisitions			—				3,539				(3,539	)			—				—				—
Amortization expense				(129	)			—				—				(736	)			(113	)			(978	)
Balance at March 31, 2006 (unaudited)			$	385			$	63,198			$	148,802			$	23,560			$	2,020			$	237,965

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						December 31, 2004												December 31, 2005												March 31, 2006
		Estimated
		Life								Accumulated				Carrying								Accumulated				Carrying								Accumulated				Carrying
		in Years				Cost				Amortization				Amount				Cost				Amortization				Amount				Cost				Amortization				Amount
		(In thousands)																												(Unaudited)
Brands — retail			—			$	49,000			$	—			$	49,000			$	59,659			$	—			$	59,659			$	63,198			$	—			$	63,198
Brands — franchise			—				163,000				—				163,000				152,341				—				152,341				148,802				—				148,802
Gold card — retail			3				2,230				(1,004	)			1,226				2,230				(1,784	)			446				2,230				(1,896	)			334
Gold card — franchise			3				340				(153	)			187				340				(272	)			68				340				(289	)			51
Retail agreements			5-10				8,500				(1,267	)			7,233				8,500				(2,447	)			6,053				8,500				(2,742	)			5,758
Franchise agreements			10-15				21,900				(1,894	)			20,006				21,900				(3,657	)			18,243				21,900				(4,098	)			17,802
Franchise rights			5				—				—				—				1,798				(148	)			1,650				2,281				(261	)			2,020
Total						$	244,970			$	(4,318	)		$	240,652			$	246,768			$	(8,308	)		$	238,460			$	247,251			$	(9,286	)		$	237,965

		Estimated
		Amortization
Years Ending December 31,		Expense
		(In thousands)
2006		$	3,817
2007			3,303
2008			3,254
2009			2,643
2010			2,495
Thereafter			10,948
Total		$	26,460

NOTE 8.	PROPERTY, PLANT AND EQUIPMENT

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Land, buildings and improvements		$	60,057			$	60,198			$	60,198
Machinery and equipment			66,162				71,575				72,181
Leasehold improvements			42,263				47,314				48,402
Furniture and fixtures			50,643				54,514				55,745
Software			10,970				13,428				13,629
Construction in progress			6				1,967				1,821
Total property, plant and equipment			230,101				248,996				251,976
Less: accumulated depreciation			(34,692	)			(69,514	)			(77,271	)
Net property, plant and equipment		$	195,409			$	179,482			$	174,705

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NOTE 9.	OTHER LONG-TERM ASSETS

			December 31,				December 31,				March 31,
			2004				2005				2006
											(Unaudited)
			(In thousands)
Long-term franchise notes receivables			$	20,726			$	9,028			$	7,514
Long-term deposit				5,077				2,702				2,479
Allowance for doubtful accounts				(4,410	)			(1,616	)			(1,594	)
	Total		$	21,393			$	10,114			$	8,399

Years Ending December 31,			Receivables
			(In thousands)
2006			$	3,727
2007				4,219
2008				3,069
2009				1,159
2010				248
Thereafter				333
	Total		$	12,755

NOTE 10.	ACCOUNTS PAYABLE

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Trade payables		$	102,413			$	99,532			$	125,388
Cash overdrafts			4,144				5,063				5,219
Total		$	106,557			$	104,595			$	130,607

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NOTE 11.	ACCRUED PAYROLL AND RELATED LIABILITIES

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Accrued payroll		$	15,201			$	15,274			$	13,526
Accrued taxes & benefits			5,152				5,538				7,006
Total		$	20,353			$	20,812			$	20,532

NOTE 12.	OTHER CURRENT LIABILITIES

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Deferred revenue		$	29,298			$	28,555			$	31,550
Accrued occupancy			4,443				4,127				3,991
Accrued worker compensation			7,854				9,725				10,176
Accrued taxes			6,977				7,724				8,788
Other current liabilities			12,753				14,695				14,326
Total		$	61,325			$	64,826			$	68,831

NOTE 13.	LONG-TERM DEBT/ INTEREST

		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Senior credit facility		$	282,150			$	96,168			$	95,924
85/8 % Senior Notes			—				150,000				150,000
81/2 % Senior Subordinated Notes			215,000				215,000				215,000
Mortgage			13,190				12,167				11,899
Capital leases			35				26				20
Less: current maturities			(3,901	)			(2,117	)			(2,133	)
Total		$	506,474			$	471,244			$	470,710

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											81/2% Senior				Mortgage
			Senior				85/8% Senior				Subordinated				Loan/Capital
Years Ending December 31,			Credit Facility				Notes				Notes				Leases				Total
			(In thousands)
2006			$	981			$	—			$	—			$	1,136			$	2,117
2007				981				—				—				1,195				2,176
2008				981				—				—				1,281				2,262
2009				93,225				—				—				1,373				94,598
2010				—				—				215,000				1,472				216,472
Thereafter				—				150,000				—				5,736				155,736
	Total		$	96,168			$	150,000			$	215,000			$	12,193			$	473,361

								Successor												Successor
			Predecessor
												Year Ended								Three Months Ended
			Period Ended					27 Days Ended				December 31,								March 31,
			December 4,					December 31,
			2003					2003				2004				2005				2005				2006
			(In thousands)																	(Unaudited)
Senior credit facility
	Term Loan		$	—				$	1,111			$	12,932			$	6,646			$	1,834			$	1,812
	Revolver			—					—				553				613				149				159
85/8 % Senior Notes				—					—				—				12,327				2,623				3,234
81/2 % Senior Subordinated Notes				—					1,371				18,224				18,275				4,569				4,569
Deferred financing fees				—					224				2,772				2,825				683				736
Deferred fee writedown — early extinguishment				—					—				—				3,890				3,890				—
Mortgage				972					72				955				890				232				152
Interest on related party term loan				121,542					—				—				—				—				—
Interest income — other				(1,389	)				(5	)			(921	)			(2,388	)			(509	)			(986	)
	Interest expense, net		$	121,125				$	2,773			$	34,515			$	43,078			$	13,471			$	9,676

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		December 31,				December 31,				March 31,
		2004				2005				2006
										(Unaudited)
		(In thousands)
Senior credit facility		$	340			$	389			$	358
85/8 % Senior Notes			—				5,965				2,731
81/2 % Senior Subordinated Notes			1,523				1,523				6,092
Total		$	1,863			$	7,877			$	9,181

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		Redemption
Period		Price
2008			104.313%
2009			102.156%
2010 and after			100.000%

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		Redemption
Period		Price
2007			104.250%
2008			102.125%
2009 and after			100.000%

	Predecessor Debt:

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NOTE 14.	FINANCIAL INSTRUMENTS

		December 31, 2004								December 31, 2005								March 31, 2006
		Carrying								Carrying								Carrying
		Amount				Fair Value				Amount				Fair Value				Amount				Fair Value
																		(Unaudited)
		(In thousands)
Cash and cash equivalents		$	85,161			$	85,161			$	86,013			$	86,013			$	44,290			$	44,290
Receivables			68,148				68,148				70,630				70,630				77,007				77,007
Long term franchise notes receivable current portion			4,453				4,453				3,622				3,622				3,556				3,556
Long term franchise notes receivable			16,316				16,316				7,412				7,412				5,920				5,920
Accounts payable			106,557				106,557				104,595				104,595				130,607				130,607
Long term debt			510,375				497,475				473,361				433,611				472,843				461,231

NOTE 15.	LONG-TERM LEASE OBLIGATIONS

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		Predecessor					Successor												Successor
											Year Ended								Three Months Ended
		Period Ended					27 Days Ended				December 31,								March 31,
		December 4,					December 31,
		2003					2003				2004				2005				2005				2006
																			(Unaudited)
		(In thousands)
Retail stores:
Rent on long-term operating leases, net of sublease income		$	89,672				$	7,104			$	94,998			$	96,952			$	24,087			$	24,374
Landlord related taxes			13,927					1,065				12,951				13,678				3,279				3,825
Common operating expenses			27,443					1,920				27,097				26,619				6,675				7,132
Percent rent			7,751					507				8,943				9,571				2,467				3,328
			138,793					10,596				143,989				146,820				36,508				38,659
Truck fleet			5,451					366				4,943				4,413				1,110				1,064
Other			10,602					595				10,107				10,131				2,589				2,725
Total		$	154,846				$	11,557			$	159,039			$	161,364			$	40,207			$	42,448

		Company				Franchise
		Retail				Retail								Sublease
		Stores				Stores				Other				Income				Consolidated
		(In thousands)
2006		$	91,358			$	36,599			$	6,790			$	(36,599	)		$	98,148
2007			71,423				27,919				5,482				(27,919	)			76,905
2008			53,327				19,463				3,846				(19,463	)			57,173
2009			36,453				10,131				2,669				(10,131	)			39,122
2010			23,127				4,083				2,570				(4,083	)			25,697
Thereafter			37,318				3,331				5,358				(3,331	)			42,676
Total		$	313,006			$	101,526			$	26,715			$	(101,526	)		$	339,721

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NOTE 16.	COMMITMENTS AND CONTINGENCIES

	Litigation

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	Harry Rodriguez v. General Nutrition Companies, Inc. (previously pending in the Supreme Court of the State of New York, New York County, New York, Index No. 02/126277). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about December 6, 2002, alleged claims for unjust enrichment, violation of General Business Law § 349 (misleading and deceptive trade practices), and violation of General Business Law § 350 (false advertising). On July 2, 2003, the Court granted part of the Company’s motion to dismiss and dismissed the unjust enrichment cause of action. On January 4, 2006, the court conducted a hearing on the Company’s motion for summary judgment and Plaintiffs’ motion for class certification, both of which remain pending.
	Everett Abrams v. General Nutrition Companies, Inc. (previously pending in the Superior Court of New Jersey, Mercer County, New Jersey, Docket No. L-3789-02). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about December 20, 2002, alleged claims for false and deceptive marketing and omissions and violations of the New Jersey Consumer Fraud Act. On November 18, 2003, the Court signed an order dismissing plaintiff’s claims for affirmative misrepresentation and sponsorship with prejudice. The claim for knowing omissions remains pending.
	Shawn Brown, Ozan Cirak, Thomas Hannon, and Luke Smith v. General Nutrition Companies, Inc. (previously pending in the 15th Judicial Circuit Court, Palm Beach County, Florida, Index. No. CA-02-14221AB). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended Complaint, filed thereafter on or about November 27, 2002, alleged claims for violations of Florida Deceptive and Unfair Trade Practices Act, unjust enrichment, and violation of Florida Civil Remedies for Criminal Practices Act. These claims remain pending.
	Abrams, et al. v. General Nutrition Companies, Inc., et al., (previously pending in the Common Pleas Court of Philadelphia County, Philadelphia, Class Action No. 02-703886). Plaintiffs filed this putative class action on or about July 25, 2002. The Amended Complaint, filed thereafter on or about April 8, 2003, alleged claims for violations of the Unfair Trade Practices and Consumer Protection Law, and unjust enrichment. The court denied the Plaintiffs’ motion for class certification, and that order has been affirmed on appeal. Plaintiffs thereafter filed a petition in the Pennsylvania Supreme Court asking that the court consider an appeal of the order denying class certification. The Pennsylvania Supreme Court has not yet ruled on the petition.
	David Pio and Ty Stephens, individually and on behalf of all others similarly situated v. General Nutrition Companies, Inc., (previously pending in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 02-CH-14122). Plaintiffs filed this putative class action on or about July 25, 2002. The Amended Complaint, filed thereafter on or about April 4, 2004, alleged claims for violations of Illinois Consumer Fraud Act, and unjust enrichment. The motion for class certification was stricken, but the court afforded leave to the Plaintiffs to file another motion. Plaintiffs have not yet filed another motion.
	Santiago Guzman, individually, on behalf of all others similarly situated, and on behalf of the general public v. General Nutrition Companies, Inc., (previously pending on the California Judicial Counsel Coordination Proceeding No. 4363, Los Angeles County Superior Court). Plaintiffs filed this putative class action on or about February 17, 2004. The Amended Complaint, filed on or about May 26, 2005, alleged claims for violations of the Consumers Legal Remedies Act, violation of the Unfair Competition Act, and unjust enrichment. These claims remain pending.

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	Commitments

	Contingencies

NOTE 17.	PREFERRED STOCK

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		Face Value				Accrued Dividends				Issuance Costs				Net Balance
		(In thousands)
Balance at December 31, 2003		$	100,000			$	888			$	(438	)		$	100,450
Issuance costs			—				—				(459	)			(459	)
Dividend accrual			—				12,642				—				12,642
Amortization of issuance costs			—				—				101				101
Balance at December 31, 2004			100,000				13,530				(796	)			112,734
Dividend accrual			—				14,248				—				14,248
Amortization of issuance costs			—				—				133				133
Balance at December 31, 2005			100,000				27,778				(663	)			127,115
Dividend accrual			—				3,834				—				3,834
Amortization of issuance costs			—				—				33				33
Balance at March 31, 2006 (unaudited)		$	100,000			$	31,612			$	(630	)		$	130,982

Period Beginning December 1,		Liquidation Preference Schedule:
2005			108.571	%
2006			106.857	%
2007			105.143	%
2008			103.429	%
2009			101.714	%
2010 and thereafter			100.000	%

NOTE 18.	STOCKHOLDERS’ EQUITY

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NOTE 19.	STOCK-BASED COMPENSATION PLANS

	Stock Options

							Weighted Average				Aggregate Intrinsic
			Total Options				Exercise Price				Value
											(In thousands)
	Granted effective December 5, 2003			2,604,974			$	6.00
Outstanding at December 31, 2003				2,604,974				6.00
	Granted			362,020				6.00
	Forfeited			(531,601	)			6.00
Outstanding at December 31, 2004				2,435,393				6.00
	Granted			1,275,506				6.00
	Forfeited			(953,749	)			6.00
Outstanding at December 31, 2005				2,757,150				6.00
	Granted			92,500				9.36
Outstanding at March 31, 2006 (unaudited)				2,849,650				6.11			$	10,394
Exercisable at March 31, 2006 (unaudited)				1,456,386				6.06				5,396

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		27 Days Ended				December 31,								March 31,
		December 31,
		2003				2004				2005				2005				2006
														(Unaudited)
Dividend yield			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Expected option life			5 years				5 years				5 years				5 years				5 years
Volatility factor percentage of market price			40.00	%			40.00	%			24.00	%			24.00	%			22.00	%
Discount rate			3.27	%			3.63	%			4.35	%			4.18	%			4.82	%

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				Predecessor					Successor												Successor
																					Three Months
				Period Ended					27 Days Ended												Ended
				December 4,					December 31,				Year Ended December 31,								March 31,
				2003					2003				2004				2005				2005
																					(Unaudited)
				(In thousands, except share data)
Net (loss) income as reported				$	(584,921	)			$	354			$	41,667			$	18,396			$	2,736
	Add: total stock-based employee compensation costs determined using intrinsic value method, net of tax				—					—				—				399				—
	Less: total stock-based employee compensation costs determined using fair value method, net of tax				(215	)				(560	)			(873	)			(1,294	)			(313	)
Adjusted net (loss) income				$	(585,136	)			$	(206	)		$	40,794			$	17,501			$	2,423
Income (Loss) Per Share — Basic and Diluted
	Basic (loss) income per share
		— as reported		$	(19.78	)			$	(0.02	)		$	0.97			$	0.14			$	(0.02	)
		— pro forma		$	(19.79	)			$	(0.04	)		$	0.94			$	0.11			$	(0.03	)
	Diluted (loss) income per share
		— as reported		$	(19.78	)			$	(0.02	)		$	0.97			$	0.13			$	(0.02	)
		— pro forma		$	(19.79	)			$	(0.04	)		$	0.94			$	0.10			$	(0.03	)
Weighted average common shares outstanding:
		— basic			29,566,666					29,566,666				29,819,090				29,645,872				29,752,552
		— diluted			29,566,666					29,566,666				29,819,090				30,225,309				29,752,552

NOTE 20.	SEGMENTS

F-40

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					Predecessor					Successor												Successor
																						Three Months Ended
					Period Ended					27 Days Ended				Year Ended December 31,								March 31,
					December 4,					December 31,
					2003					2003				2004				2005				2005				2006
																						(Unaudited)
					(In thousands)
Revenue:
	Retail				$	993,283				$	66,177			$	1,001,836			$	989,493			$	255,252			$	294,890
	Franchise					241,301					14,186				226,506				212,750				52,627				60,337
	Manufacturing/ Wholesale:
		Intersegment(1)				151,137					9,907				150,254				163,847				45,049				43,931
		Third Party				105,625					8,925				116,400				115,465				28,556				31,665
		Sub total Manufacturing/ Wholesale				256,762					18,832				266,654				279,312				73,605				75,596
	Sub total segment revenues					1,491,346					99,195				1,494,996				1,481,555				381,484				430,823
		Intersegment elimination(1)				(151,137	)				(9,907	)			(150,254	)			(163,847	)			(45,049	)			(43,931	)
		Total revenue			$	1,340,209				$	89,288			$	1,344,742			$	1,317,708			$	336,435			$	386,892
Operating (loss) income:
	Retail				$	79,105				$	6,546			$	107,696			$	77,191			$	17,906			$	35,263
	Franchise					63,660					2,427				62,432				51,976				10,843				16,088
	Manufacturing/ Wholesale					24,270					1,426				38,640				45,960				12,059				11,159
	Unallocated corporate and other (costs) income:
		Warehousing and distribution costs				(40,654	)				(3,393	)			(49,322	)			(49,986	)			(12,659	)			(12,846	)
		Corporate costs				(62,478	)				(3,651	)			(57,462	)			(55,437	)			(12,895	)			(21,810	)
		Impairment of goodwill and intangible assets				(709,367	)				—				—				—				—				—
		Legal settlement income				7,190					—				—				—				—				—
		Other (expense) income				—					—				(1,300	)			2,500				2,500				—
			Sub total unallocated corporate and other (costs) income			(805,309	)				(7,044	)			(108,084	)			(102,923	)			(23,054	)			(34,656	)
		Total operating (loss) income			$	(638,274	)			$	3,355			$	100,684			$	72,204			$	17,754			$	27,854

(1)	Intersegment revenues are eliminated from consolidated revenue.

F-41

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				Predecessor					Successor												Successor
																					Three Months Ended
				Period Ended					27 Days Ended				Year Ended December 31,								March 31,
				December 4,					December 31,
				2003					2003				2004				2005				2005				2006
																					(Unaudited)
				(In thousands)
Depreciation and amortization:
	Retail			$	41,475				$	1,444			$	19,348			$	24,313			$	6,152			$	5,377
	Franchise				3,199					163				1,922				1,889				472				459
	Manufacturing/ Wholesale				12,718					469				8,877				8,414				2,116				2,081
	Corporate/ Other				1,659					177				8,647				6,420				1,360				1,717
		Total depreciation and amortization		$	59,051				$	2,253			$	38,794			$	41,036			$	10,100			$	9,634
Capital expenditures:
	Retail			$	20,780				$	455			$	18,267			$	11,657			$	2,416			$	2,832
	Franchise				—					—				—				—				—				—
	Manufacturing/ Wholesale				4,746					1,075				6,939				6,033				1,240				430
	Corporate/ Other				5,494					297				3,123				3,135				727				430
		Total capital expenditures		$	31,020				$	1,827			$	28,329			$	20,825			$	4,383			$	3,692
Total assets
	Retail			$	400,594				$	424,645			$	418,136			$	441,364			$	441,506			$	466,317
	Franchise				316,497					362,748				314,836				290,092				311,658				291,968
	Manufacturing/ Wholesale				193,199					137,105				143,151				148,445				145,319				157,050
	Corporate/ Other				127,799					100,396				155,217				143,930				133,734				106,846
		Total assets		$	1,038,089				$	1,024,894			$	1,031,340			$	1,023,831			$	1,032,217			$	1,022,181
Geographic areas
Total revenues:
	United States			$	1,290,732				$	84,605			$	1,283,041			$	1,255,468			$	321,546			$	368,815
	Foreign				49,477					4,683				61,701				62,240				14,889				18,077
		Total revenues		$	1,340,209				$	89,288			$	1,344,742			$	1,317,708			$	336,435			$	386,892
Long-lived assets:
	United States			$	498,862				$	556,496			$	529,756			$	503,452			$	519,218			$	497,161
	Foreign				7,362					6,700				6,284				4,713				5,662				4,496
		Total long-lived assets		$	506,224				$	563,196			$	536,040			$	508,165			$	524,880			$	501,657

F-42

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		Predecessor					Successor												Successor
																			Three Months Ended
		Period Ended					27 Days Ended				Year Ended December 31,								March 31,
		December 4,					December 31,
U.S. Retail Product Categories:		2003					2003				2004				2005				2005				2006
																			(Unaudited)
		(In thousands)
VMHS		$	348,309				$	16,200			$	362,592			$	377,699			$	99,159			$	108,637
Sports Nutrition Products			284,687					15,500				293,156				330,308				80,343				98,042
Diet and Weight Management Products			253,593					12,000				193,068				135,219				39,688				45,788
Other Wellness Products			61,694					18,277				98,619				90,800				22,724				25,887
Total U.S. Retail revenues			948,283					61,977				947,435				934,026				241,914				278,354
Canada retail revenues(1)			45,000					4,200				54,401				55,467				13,338				16,536
Total Retail revenue		$	993,283				$	66,177			$	1,001,836			$	989,493			$	255,252			$	294,890

(1)	Product sales for Canada are managed in local currency, therefore total results are reflected in this table.

NOTE 21.	FRANCHISE REVENUE

F-43

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		Predecessor					Successor												Successor
		Period Ended					27 Days Ended				Year Ended								Three Months Ended
											December 31,								March 31,
		December 4,					December 31,
		2003					2003				2004				2005				2005				2006
																			(Unaudited)
		(In thousands)
Product sales		$	193,984				$	11,705			$	184,485			$	173,427			$	42,300			$	49,883
Royalties			31,038					1,870				32,452				31,380				8,295				8,640
Franchise fees			4,300					385				3,514				3,565				963				706
Other			11,979					226				6,055				4,378				1,069				1,108
Total franchise revenue		$	241,301				$	14,186			$	226,506			$	212,750			$	52,627			$	60,337

NOTE 22.	SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 23.	RETIREMENT PLANS

F-44

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Years of Service		Percent Vested
0-1			0	%
1-2			33	%
2-3			66	%
3+			100	%

NOTE 24.	RELATED PARTY TRANSACTIONS

	Successor:

F-45

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	Predecessor:

NOTE 25.	SUPPLEMENTAL GUARANTOR INFORMATION

F-46

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F-47

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Table of Contents

												Combined				Combined
												Guarantor				Non-Guarantor
December 31, 2004				Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
				(In thousands)
Current assets
	Cash and cash equivalents			$	—			$	—			$	82,722			$	2,439			$	—			$	85,161
	Receivables, net				—				—				66,821				1,327				—				68,148
	Intercompany receivables				—				17,752				16,848				—				(34,600	)			—
	Inventories, net				—				—				258,085				14,169				—				272,254
	Other current assets				607				257				45,731				3,920				—				50,515
		Total current assets			607				18,009				470,207				21,855				(34,600	)			476,078
Goodwill, net					—				—				77,643				942				—				78,585
Brands, net					—				—				209,000				3,000				—				212,000
Property, plant and equipment, net					—				—				172,813				22,596				—				195,409
Investment in subsidiaries					322,422				784,710				3,951				—				(1,111,083	)			—
Other assets					—				18,336				59,339				373				(8,780	)			69,268
		Total assets		$	323,029			$	821,055			$	992,953			$	48,766			$	(1,154,463	)		$	1,031,340
Current liabilities
	Current liabilities			$	163			$	4,333			$	182,490			$	7,013			$	—			$	193,999
	Intercompany payables				1,865				—				15,887				16,848				(34,600	)			—
		Total current liabilities			2,028				4,333				198,377				23,861				(34,600	)			193,999
Long-term debt					—				494,300				—				20,954				(8,780	)			506,474
Other long-term liabilities					—				—				9,866				—				—				9,866
		Total liabilities			2,028				498,633				208,243				44,815				(43,380	)			710,339
Cumulative redeemable exchangeable preferred stock					112,734				—				—				—				—				112,734
Total stockholders’ equity (deficit)					208,267				322,422				784,710				3,951				(1,111,083	)			208,267
		Total liabilities and stockholders’ equity		$	323,029			$	821,055			$	992,953			$	48,766			$	(1,154,463	)		$	1,031,340

F-48

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												Combined				Combined
												Guarantor				Non-Guarantor
December 31, 2005				Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
				(In thousands)
Current assets
	Cash and cash equivalents			$	—			$	—			$	83,143			$	2,870			$	—			$	86,013
	Receivables, net				—				—				69,518				1,112				—				70,630
	Intercompany receivables				—				1,809				33,079				—				(34,888	)			—
	Inventories, net				—				—				283,511				14,655				—				298,166
	Other current assets				—				97				39,825				4,765				—				44,687
		Total current assets			—				1,906				509,076				23,402				(34,888	)			499,496
Goodwill					—				—				79,167				942				—				80,109
Brands					—				—				209,000				3,000				—				212,000
Property, plant and equipment, net					—				—				158,877				20,605				—				179,482
Investment in subsidiaries					340,880				809,105				7,081				—				(1,157,066	)			—
Other assets					—				16,331				45,120				73				(8,780	)			52,744
		Total assets		$	340,880			$	827,342			$	1,008,321			$	48,022			$	(1,200,734	)		$	1,023,831
Current liabilities
	Current liabilities			$	(118	)		$	5,801			$	188,362			$	8,462			$	—			$	202,507
	Intercompany payables				1,809				20,474				—				12,605				(34,888	)			—
		Total current liabilities			1,691				26,275				188,362				21,067				(34,888	)			202,507
Long-term debt					—				460,187				—				19,837				(8,780	)			471,244
Other long-term liabilities					—				—				10,854				37				—				10,891
		Total liabilities			1,691				486,462				199,216				40,941				(43,668	)			684,642
Cumulative redeemable exchangeable preferred stock					127,115				—				—				—				—				127,115
Total stockholders’ equity (deficit)					212,074				340,880				809,105				7,081				(1,157,066	)			212,074
		Total liabilities and stockholders’ equity (deficit)		$	340,880			$	827,342			$	1,008,321			$	48,022			$	(1,200,734	)		$	1,023,831

F-49

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Table of Contents

												Combined				Combined
												Guarantor				Non-Guarantor
March 31, 2006				Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
				(Unaudited)
				(In thousands)
Current assets
	Cash and cash equivalents			$	—			$	—			$	40,342			$	3,948			$	—			$	44,290
	Receivables, net				—				—				76,131				876				—				77,007
	Intercompany receivables				—				1,893				33,079				—				(34,972	)			—
	Inventories, net				—				—				325,647				14,281				—				339,928
	Other current assets				—				340				38,672				4,852				—				43,864
		Total current assets			—				2,233				513,871				23,957				(34,972	)			505,089
Goodwill					—				—				79,646				942				—				80,588
Brands					—				—				209,000				3,000				—				212,000
Property, plant and equipment, net					—				—				154,334				20,371				—				174,705
Investment in subsidiaries					302,427				771,829				8,057				—				(1,082,313	)			—
Other assets					—				15,596				42,912				71				(8,780	)			49,799
		Total assets		$	302,427			$	789,658			$	1,007,820			$	48,341			$	(1,126,065	)		$	1,022,181
Current liabilities
	Current liabilities			$	(144	)		$	6,334			$	224,255			$	9,669			$	—			$	240,114
	Intercompany payables				1,893				20,955				1,093				11,031				(34,972	)			—
		Total current liabilities			1,749				27,289				225,348				20,700				(34,972	)			240,114
Long-term debt					—				459,942				—				19,548				(8,780	)			470,710
Other long-term liabilities					—				—				10,643				36				—				10,679
		Total liabilities			1,749				487,231				235,991				40,284				(43,752	)			721,503
Cumulative redeemable exchangeable preferred stock					130,982				—				—				—				—				130,982
Total stockholders’ equity (deficit)					169,696				302,427				771,829				8,057				(1,082,313	)			169,696
		Total liabilities and stockholders’ equity (deficit)		$	302,427			$	789,658			$	1,007,820			$	48,341			$	(1,126,065	)		$	1,022,181

F-50

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							Combined				Combined
Predecessor							Guarantor				Non-Guarantor
January 1, 2003 — December 4, 2003			Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
			(In thousands)
Revenue			$	—			$	1,431,275			$	60,071			$	(151,137	)		$	1,340,209
Cost of sales, including costs of warehousing, distribution and occupancy				—				1,040,118				45,879				(151,137	)			934,860
	Gross profit			—				391,157				14,192				—				405,349
Compensation and related benefits				—				224,968				10,022				—				234,990
Advertising and promotion				—				38,274				139				—				38,413
Other selling, general and administrative				—				73,122				(2,184	)			—				70,938
Other income				—				(5,810	)			(4,275	)			—				(10,085	)
Impairment of goodwill and intangible assets				—				692,314				17,053				—				709,367
Subsidiary loss (income)				584,921				10,830				—				(595,751	)			—
Operating (loss) income				(584,921	)			(642,541	)			(6,563	)			595,751				(638,274	)
Interest expense, net				—				119,502				1,623				—				121,125
																				—
	(Loss) income before income taxes			(584,921	)			(762,043	)			(8,186	)			595,751				(759,399	)
Income tax (benefit) expense				—				(177,122	)			2,644				—				(174,478	)
Net (loss) income			$	(584,921	)		$	(584,921	)		$	(10,830	)		$	595,751			$	(584,921	)

										Combined				Combined
Successor										Guarantor				Non-Guarantor
27 Days Ended December 31, 2003		Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
														(In thousands)
Revenue		$	—			$	—			$	95,987			$	5,424			$	(12,123	)		$	89,288
Cost of sales, including costs of warehousing, distribution and occupancy			—				—				71,702				4,001				(12,123	)			63,580
Gross profit			—				—				24,285				1,423				—				25,708
Compensation and related benefits			—				—				15,804				915				—				16,719
Advertising and promotion			—				—				475				39				—				514
Other selling, general and administrative			—				—				4,912				186				—				5,098
Other (income) expense			—				—				(18	)			40				—				22
Subsidiary (income) loss			(354	)			(496	)			(81	)			—				931				—
Operating income (loss)			354				496				3,193				243				(931	)			3,355
Interest expense, net			—				224				2,429				120				—				2,773
Income (loss) before income taxes			354				272				764				123				(931	)			582
Income tax (benefit) expense			—				(82	)			268				42				—				228
Net income (loss)		$	354			$	354			$	496			$	81			$	(931	)		$	354

F-51

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
Year Ended December 31, 2004		Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
		(In thousands)
Revenue		$	—			$	—			$	1,281,774			$	72,611			$	(9,643	)		$	1,344,742
Cost of sales, including costs of warehousing, distribution and occupancy			—				—				852,190				52,688				(9,643	)			895,235
Gross profit			—				—				429,584				19,923				—				449,507
Compensation and related benefits			—				—				217,959				11,998				—				229,957
Advertising and promotion			—				—				43,620				335				—				43,955
Other selling, general and administrative			143				1,745				66,104				5,879				—				73,871
Subsidiary (income) loss			(42,647	)			(43,918	)			(325	)			—				86,890				—
Other expense (income)			1,330				—				(52	)			(238	)			—				1,040
Operating income (loss)			41,174				42,173				102,278				1,949				(86,890	)			100,684
Interest expense, net			83				—				32,853				1,579				—				34,515
Income (loss) before income taxes			41,091				42,173				69,425				370				(86,890	)			66,169
Income tax (benefit) expense			(576	)			(474	)			25,507				45				—				24,502
Net income (loss)		$	41,667			$	42,647			$	43,918			$	325			$	(86,890	)		$	41,667

F-52

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Table of Contents

										Combined				Combined
Successor										Guarantor				Non-Guarantor
Year Ended December 31, 2005		Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
		(In thousands)
Revenue		$	—			$	—			$	1,255,357			$	72,898			$	(10,547	)		$	1,317,708
Cost of sales, including costs of warehousing, distribution and occupancy			—				—				855,900				53,387				(10,547	)			898,740
Gross profit			—				—				399,457				19,511				—				418,968
Compensation and related benefits			—				—				216,437				12,189				—				228,626
Advertising and promotion			—				—				44,179				482				—				44,661
Other selling, general and administrative			421				1,923				72,657				1,531				—				76,532
Subsidiary (income) loss			(18,666	)			(24,185	)			(3,067	)			—				45,918				—
Other income			—				—				(2,441	)			(614	)			—				(3,055	)
Operating income (loss)			18,245				22,262				71,692				5,923				(45,918	)			72,204
Interest expense, net			—				6,715				34,788				1,575				—				43,078
Income (loss) before income taxes			18,245				15,547				36,904				4,348				(45,918	)			29,126
Income tax (benefit) expense			(151	)			(3,119	)			12,719				1,281				—				10,730
Net income (loss)		$	18,396			$	18,666			$	24,185			$	3,067			$	(45,918	)		$	18,396

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
Three Months Ended March 31, 2005		Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
		(Unaudited)
		(In thousands)
Revenue		$	—			$	—			$	322,346			$	17,685			$	(3,596	)		$	336,435
Cost of sales, including costs of warehousing, distribution and occupancy			—				—				220,927				13,125				(3,596	)			230,456
Gross profit			—				—				101,419				4,560				—				105,979
Compensation and related benefits			—				—				54,321				2,993				—				57,314
Advertising and promotion			—				—				14,483				118				—				14,601
Other selling, general and administrative			93				478				17,930				414				—				18,915
Subsidiary (income) loss			(2,795	)			(6,022	)			(810	)			—				9,627				—
Other income			—				—				(2,510	)			(95	)			—				(2,605	)
Operating income (loss)			2,702				5,544				18,005				1,130				(9,627	)			17,754
Interest expense, net			—				4,574				8,571				326				—				13,471
Income (loss) before income taxes			2,702				970				9,434				804				(9,627	)			4,283
Income tax (benefit) expense			(34	)			(1,825	)			3,412				(6	)			—				1,547
Net income (loss)		$	2,736			$	2,795			$	6,022			$	810			$	(9,627	)		$	2,736

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
Three months Ended March 31, 2006		Parent				Issuer				Subsidiaries				Subsidiaries				Eliminations				Consolidated
		(Unaudited)
		(In thousands)
Revenue		$	—			$	—			$	369,164			$	20,896			$	(3,168	)		$	386,892
Cost of sales, including costs of warehousing, distribution and occupancy			—				—				245,126				14,914				(3,168	)			256,872
Gross profit			—				—				124,038				5,982				—				130,020
Compensation and related benefits			—				—				62,600				3,252				—				65,852
Advertising and promotion			—				—				15,745				94				—				15,839
Other selling, general and administrative			92				1,029				19,414				528				—				21,063
Subsidiary (income) loss			(11,493	)			(12,603	)			(1,596	)			—				25,692				—
Other expense (income)			—				—				26				(614	)			—				(588	)
Operating income (loss)			11,401				11,574				27,849				2,722				(25,692	)			27,854
Interest expense, net			—				735				8,558				383				—				9,676
Income (loss) before income taxes			11,401				10,839				19,291				2,339				(25,692	)			18,178
Income tax (benefit) expense			(34	)			(654	)			6,688				743				—				6,743
Net income (loss)		$	11,435			$	11,493			$	12,603			$	1,596			$	(25,692	)		$	11,435

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						Combined				Combined
Predecessor						Guarantor				Non-Guarantor
Period January 1, 2003 to December 4, 2003		Parent				Subsidiaries				Subsidiaries				Consolidated
		(In thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:		$	—			$	99,755			$	(6,887	)		$	92,868
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			—				(30,069	)			(951	)			(31,020	)
Store acquisition costs			—				(3,193	)			—				(3,193	)
Investment distribution			91,794				(91,794	)			—				—
Other investing			—				2,706				54				2,760
Net cash from investing activities			91,794				(122,350	)			(897	)			(31,453	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt — related party			(91,794	)			—				—				(91,794	)
Other financing			—				1,915				(887	)			1,028
Net cash from financing activities			(91,794	)			1,915				(887	)			(90,766	)
Effect of exchange rate on cash			—				—				12				12
Net decrease in cash and cash equivalents			—				(20,680	)			(8,659	)			(29,339	)
Cash and cash equivalents at beginning of period			—				27,327				11,438				38,765
Cash and cash equivalents at end of period		$	—			$	6,647			$	2,779			$	9,426

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
27 Days Ended December 31, 2003		Parent				Issuer				Subsidiaries				Subsidiaries				Consolidated
		(In thousands)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:		$	—			$	(19,363	)		$	24,139			$	(88	)		$	4,688
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of General Nutrition Companies, Inc.			—				(738,117	)			—				—				(738,117	)
Capital expenditures			—				—				(1,822	)			(5	)			(1,827	)
Other investing			—				—				(57	)			—				(57	)
Net cash used in investing activities			—				(738,117	)			(1,879	)			(5	)			(740,001	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation investment in General Nutrition Centers, Inc.			(277,500	)			277,500				—				—				—
Issuance of common stock			177,500				—				—				—				177,500
Issuance proceeds of preferred stock			100,000				—				—				—				100,000
Borrowings from senior credit facility			—				285,000				—				—				285,000
Proceeds from senior subordinated notes issuance			—				215,000				—				—				215,000
Other financing			—				(20,020	)			1,735				—				(18,285	)
Net cash provided by financing activities			—				757,480				1,735				—				759,215
Effect of exchange rate on cash			—				—				—				(152	)			(152	)
Net increase (decrease) in cash			—				—				23,995				(245	)			23,750
Beginning balance, cash			—				—				6,647				2,779				9,426
Ending balance, cash		$	—			$	—			$	30,642			$	2,534			$	33,176

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										Combined
Successor										Guarantor				Non-Guarantor
Year Ended December 31, 2004		Parent				Issuer				Subsidiaries				Subsidiaries				Consolidated
		(In thousands)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:		$	—			$	(1,754	)		$	83,675			$	1,547			$	83,468
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			—				—				(27,588	)			(741	)			(28,329	)
Acquisition of General Nutrition Companies, Inc.			—				2,102				—				—				2,102
Investment/distribution			—				2,850				(2,850	)			—				—
Other investing			—				—				(810	)			—				(810	)
Net cash provided by (used in) investing activities			—				4,952				(31,248	)			(741	)			(27,037	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation investment in General Nutrition Centers, Inc.			(758	)			758				—				—				—
Issuance costs of preferred stock			(459	)			—				—				—				(459	)
Issuance of common stock			1,581				—				—				—				1,581
Purchase of treasury stock			(364	)			—				—				—				(364	)
Payments on long-term debt — third parties			—				(2,850	)			—				(978	)			(3,828	)
Other financing			—				(1,106	)			(347	)			—				(1,453	)
Net cash used in financing activities			—				(3,198	)			(347	)			(978	)			(4,523	)
Effect of exchange rate on cash			—				—				—				77				77
Net increase (decrease) in cash			—				—				52,080				(95	)			51,985
Beginning balance, cash			—				—				30,642				2,534				33,176
Ending balance, cash		$	—			$	—			$	82,722			$	2,439			$	85,161

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										Combined
Successor										Guarantor				Non-Guarantor
Year Ended December 31, 2005		Parent				Issuer				Subsidiaries				Subsidiaries				Consolidated
		(In thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:		$	—			$	4,710			$	57,720			$	1,756			$	64,186
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			—				—				(20,626	)			(199	)			(20,825	)
Investment/distribution			—				36,882				(36,882	)			—				—
Other investing			—				—				(710	)			—				(710	)
Net cash provided by (used in) investing activities			—				36,882				(58,218	)			(199	)			(21,535	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation return of capital from General Nutrition Centers, Inc.			901				(901	)			—				—				—
Repurchase/retirement of common stock			(901	)			—				—				—				(901	)
Payments on long-term debt — third parties			—				(185,981	)			—				(1,033	)			(187,014	)
Proceeds from senior notes issuance			—				150,000				—				—				150,000
Other financing			—				(4,710	)			919				—				(3,791	)
Net cash (used in) provided by financing activities			—				(41,592	)			919				(1,033	)			(41,706	)
Effect of exchange rate on cash			—				—				—				(93	)			(93	)
Net increase in cash			—				—				421				431				852
Beginning balance, cash			—				—				82,722				2,439				85,161
Ending balance, cash		$	—			$	—			$	83,143			$	2,870			$	86,013

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
Three Months Ended March 31, 2005		Parent				Issuer				Subsidiaries				Subsidiaries				Consolidated
		(Unaudited)
		(In thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:		$	—			$	4,201			$	30,373			$	966			$	35,540
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			—				—				(4,361	)			(22	)			(4,383	)
Investment/distribution			—				35,245				(35,245	)			—				—
Other investing			—				—				(558	)			—				(558	)
Net cash provided by (used in) investing activities			—				35,245				(40,164	)			(22	)			(4,941	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation return of capital from General Nutrition Centers, Inc.			416				(416	)			—				—				—
Repurchase/retirement of common stock			(416	)			—				—				—				(416	)
Payments on long-term debt			—				(185,245	)			—				(246	)			(185,491	)
Proceeds from senior notes issuance			—				150,000				—				—				150,000
Other financing			—				(3,785	)			1,760				—				(2,025	)
Net cash (used in) provided by financing activities			—				(39,446	)			1,760				(246	)			(37,932	)
Effect of exchange rate on cash			—				—				—				(63	)			(63	)
Net (decrease) increase in cash			—				—				(8,031	)			635				(7,396	)
Beginning balance, cash			—				—				82,722				2,439				85,161
Ending balance, cash		$	—			$	—			$	74,691			$	3,074			$	77,765

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										Combined				Combined
Successor										Guarantor				Non-Guarantor
Three Months Ended March 31, 2006		Parent				Issuer				Subsidiaries				Subsidiaries				Consolidated
		(Unaudited)
		(In thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES:		$	—			$	—			$	10,778			$	1,695			$	12,473
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			—				—				(3,357	)			(335	)			(3,692	)
Investment/distribution			—				50,247				(50,247	)			—				—
Other investing			—				—				(131	)			—				(131	)
Net cash provided by (used in) investing activities			—				50,247				(53,735	)			(335	)			(3,823	)
CASH FLOWS FROM FINANCING ACTIVITIES:
GNC Corporation return of capital from General Nutrition Centers, Inc			68				(68	)			—				—				—
Restricted payment made by General Nutrition Centers, Inc. to GNC Corporation Common Stockholders			—				(49,934	)			—				—				(49,934	)
Repurchase/retirement of common stock			(68	)			—				—				—				(68	)
Payments on long-term debt			—				(245	)			—				(272	)			(517	)
Other financing			—				—				156				—				156
Net cash (used in) provided by financing activities			—				(50,247	)			156				(272	)			(50,363	)
Effect of exchange rate on cash			—				—				—				(10	)			(10	)
Net (decrease) increase in cash			—				—				(42,801	)			1,078				(41,723	)
Beginning balance, cash			—				—				83,143				2,870				86,013
Ending balance, cash		$	—			$	—			$	40,342			$	3,948			$	44,290

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Item 13.	Other Expenses of Issuance and Distribution

SEC registration fee			$	42,800
NASD filing fee			$	40,500
New York Stock Exchange application fee			$	*
Accounting fees and expenses			$	*
Legal fees and expenses			$	*
Printing and engraving expenses			$	*
Transfer agent fees and expenses			$	*
Blue sky fees and expenses			$	*
Miscellaneous fees and expenses			$	*
	Total		$	*

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers

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Item 15.	Recent Sales of Unregistered Securities

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Item 16.	Exhibits and Financial Statement Schedules.

Item 16(A).	Exhibits.

Exhibit
No.				Description		Incorporation by Reference to
	1	.1		Form of Underwriting Agreement.*
	2	.1		Purchase Agreement among Royal Numico N.V., Numico USA, Inc., and Apollo GNC Holding, Inc., dated as of October 13, 2003.		Exhibit 2.1 to Amendment No. 1 to GNC’s Registration Statement on Form S-1, filed July 14, 2004.
	3	.1		Form of Amended and Restated Certificate of Incorporation of GNC Corporation.*
	3	.2		Form of Restated Bylaws of GNC.*
	3	.3		Specimen of Stock Certificate.*
	4	.1		Stockholders’ Agreement, by and among General Nutrition Centers Holding Company and the Stockholders, dated as of December 5, 2003.		Exhibit 4.8 to Amendment No. 1 to GNC’s Registration Statement on Form S-1, filed July 14, 2004.
	4	.2		Amended and Restated Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of 12% Series A Exchangeable Preferred Stock of General Nutrition Centers Holding Company.		Exhibit 4.1 to GNC Corporation Registration Statement on Form S-4, filed June 22, 2004.
	4	.3		Form of 12% Series A Exchangeable Preferred Stock Certificate.		Exhibit 4.8 to Amendment No. 1 to GNC Corporation Registration Statement on Form S-4, filed August 24, 2004.
	4	.4		Registration Rights Agreement, dated December 23, 2003, among General Nutrition Centers Holding Company, Lehman Brothers Inc., and J.P. Morgan Securities Inc., as initial purchasers of the 12% Series A Exchangeable Preferred Stock of General Nutrition Centers Holding Company.		Exhibit 4.2 to GNC’s Registration Statement on Form S-4, filed June 22, 2004.
	4	.5		Indenture, dated as of December 5, 2003, among Centers, the Guarantors (as defined therein), and U.S. Bank National Association, as trustee relating to Centers’ 81/2 % Senior Subordinated Notes due 2010.		Exhibit 4.1 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.

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Exhibit
No.				Description		Incorporation by Reference to
	4	.6		Supplemental Indenture, dated as of April 6, 2004, among GNC Franchising, LLC, Centers, the other Guarantors (as defined in the Indenture referred to therein), and U.S. Bank National Association, as trustee relating to Centers’ 81/2 % Senior Subordinated Notes due 2010.		Exhibit 4.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	4	.7		Form of 81/2 % Senior Subordinated Note due 2010. (Included in Exhibit 4.4)
	4	.8		Registration Rights Agreement, dated December 5, 2003, among Centers, the guarantors listed on Schedule I thereto, and Lehman Brothers Inc., J.P. Morgan Securities Inc., and UBS Securities LLC, as the initial purchasers of the notes.		Exhibit 4.4 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	4	.9		Indenture, dated as of January 18, 2005, among Centers, each of the Guarantors party thereto, and U.S. Bank National Association, as Trustee.		Exhibit 4.1 to GNC’s Form 8-K, filed January 19, 2005.
	4	.10		Form of 85/8 % Senior Note due 2011.		Exhibit 4.2 to GNC’s Form 8-K, filed January 19, 2005.
	4	.11		Registration Rights Agreement, dated as of January 18, 2005, by and among Centers, the Guarantors listed on Schedule I thereto, Lehman Brothers Inc., and J.P. Morgan Securities Inc.		Exhibit 10.4 to GNC’s Form 8-K, filed January 19, 2005.
	5	.1		Opinion of Gardere Wynne Sewell LLP.*
	10	.1		Credit Agreement, dated as of December 5, 2003, among General Nutrition Centers Holding Company, Centers, as borrower, the several other banks and other financial institutions or entities from time to time party thereto, Lehman Brothers Inc., and J.P. Morgan Securities Inc., as joint lead arrangers and joint book runners, JPMorgan Chase Bank, as syndication agent, and Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.1 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.2		First Amendment to the Credit Agreement, dated as of December 14, 2004, among GNC, Centers, as borrower, the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to therein, and Lehman Commercial Paper Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed December 16, 2004.
	10	.3		Second Amendment to the Credit Agreement, dated as of May 25, 2004, among GNC, Centers, as borrower, the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to therein, and Lehman Commercial Paper Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed May 31, 2006.

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Exhibit
No.				Description		Incorporation by Reference to
	10	.4		Guarantee and Collateral Agreement, dated as of December 5, 2003, made by General Nutrition Centers Holding Company, Centers, and certain of its subsidiaries in favor of Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.5		Form of Intellectual Property Security Agreement, dated as of December 5, 2003, made in favor of Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.3 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.6		Management Services Agreement, dated as of December 5, 2003, by and among Centers, General Nutrition Centers Holding Company, and Apollo Management V, L.P.		Exhibit 10.4 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.7		Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing from Gustine Sixth Avenue Associates, Ltd., as Mortgagor, to Allstate Life Insurance Company, as Mortgagee, dated March 23, 1999.		Exhibit 10.5 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.8		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.6 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.9		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Investment Company.		Exhibit 10.7 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.10		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Investment Company.		Exhibit 10.8 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.11		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.9 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.12		Know-How License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.10 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.13		Know-How License Agreement, dated December 5, 2003, by and between Numico Research B.V. and General Nutrition Investment Company.		Exhibit 10.11 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.14		Know-How License Agreement, dated December 5, 2003, by and between General Nutrition Corporation and N.V. Nutricia.		Exhibit 10.12 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.15		Patent License Agreement, dated December 5, 2003, by and between General Nutrition Investment Company and Numico Research B.V.		Exhibit 10.13 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.16		GNC Live Well Later Non-Qualified Deferred Compensation Plan.		Exhibit 10.14 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.17		GNC Corporation 2003 Omnibus Stock Incentive Plan.		Exhibit 10.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.18		Form of GNC 2003 Omnibus Stock Incentive Plan Non-Qualified Stock Option Agreement.		Exhibit 10.2 to GNC’s Form 8-K, filed March 18, 2005.

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Exhibit
No.				Description		Incorporation by Reference to
	10	.19		Form of GNC 2003 Omnibus Stock Incentive Plan Stock Option Agreement.		Exhibit 10.2 to GNC’s Form 8-K, filed June 2, 2005.
	10	.20		Stock Option Agreement, dated as of December 1, 2004, by and between GNC and Robert J. DiNicola.		Exhibit 10.2 to GNC’s Form 8-K, filed December 3, 2004.
	10	.21		2006 GNC Stock Incentive Plan.*
	10	.22		Employment Agreement, dated as of December 1, 2004, by and between Centers and Robert J. DiNicola.		Exhibit 10.1 to GNC’s Form 8-K, filed December 3, 2004.
	10	.23		Employment Agreement, dated as of December 22, 2005, by and among Centers, GNC, and Robert J. DiNicola.		Exhibit 10.1 to GNC’s Form 8-K, filed December 22, 2005.
	10	.24		Employment Agreement, dated as of December 15, 2004, by and between Centers and Joseph Fortunato.		Exhibit 10.2 to GNC’s Form 8-K, filed January 19, 2005.
	10	.25		First Amendment to Employment Agreement, dated as of June 22, 2005, by and between Centers and Joseph Fortunato.		Exhibit 10.1 to GNC’s Form 8-K, filed June 23, 2005.
	10	.26		Employment Agreement, dated as of November 23, 2005, by and between Centers and Joseph Fortunato.		Exhibit 10.2 to GNC’s Form 8-K/A, filed November 29, 2005.
	10	.27		Employment Agreement, dated as of February 21, 2005, by and between Centers and Robert Homler.		Exhibit 10.1 to GNC’s Form 8-K, filed February 23, 2005.
	10	.28		Employment Agreement, dated as of January 11, 2006, by and between Centers and Robert Homler.		Exhibit 10.2 to GNC’s Form 8-K/A, filed January 13, 2006.
	10	.29		Employment Agreement, dated as of April 11, 2006, by and between Centers and Alan Schlesinger.		Exhibit 10.1 to GNC’s Form 8-K, filed April 11, 2006.
	10	.30		Settlement Agreement, dated as of May 24, 2006, by and between Centers and Alan Schlesinger.		Exhibit 10.1 to GNC’s Form 8-K/A, filed May 31, 2006.
	10	.31		Employment Agreement, dated as of December 14, 2004, amended and restated as of March 14, 2005, by and between General Nutrition Centers, Inc. and Curtis Larrimer.		Exhibit 10.1 GNC’s Form 8-K, filed March 14, 2005.
	10	.32		Employment Agreement, dated as of March 31, 2006, by and between Centers and Mark L. Weintrub.		Exhibit 10.1 to GNC’s Form 8-K, filed March 31, 2006.
	10	.33		Employment Agreement, dated July 6, 2006, by and between Centers and Joseph J. Weiss.		Exhibit 10.1 to GNC’s Form 8-K, filed July 6, 2006.
	10	.34		Employment Agreement, dated as of December 5, 2003, by and between Centers and Susan Trimbo.		Exhibit 10.22 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.35		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Susan Trimbo and General Nutrition Centers, Inc. (1)

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Exhibit
No.				Description		Incorporation by Reference to
	10	.36		Employment Agreement, dated as of December 5, 2003, by and between Centers and Reginald Steele.		Exhibit 10.23 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.37		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Reginald Steele and General Nutrition Centers, Inc.(1)
	10	.38		Employment Agreement, dated as of December 5, 2003, between General Nutrition Centers, Inc. and Louis Mancini.		Exhibit 10.16 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.39		First Amendment to Employment Agreement, dated February 12, 2004, by and between General Nutrition Centers, Inc. and Louis Mancini.		Exhibit 10.17 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.40		Separation Agreement and General Release, dated as of December 1, 2004, by and between Louis Mancini and Centers.		Exhibit 10.3 to GNC’s Form 8-K, filed January 19, 2005.
	10	.41		Employment Agreement, dated as of December 15, 2004, by and between Centers and David Heilman.		Exhibit 10.1 to GNC’s Form 8-K, filed January 19, 2005.
	10	.42		Separation Agreement and General Release, dated as of March 10, 2005, by and between Dave Heilman and General Nutrition Centers, Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed March 14, 2005.
	10	.43		Employment Agreement, dated as of February 2, 2004, by and between Centers and Margaret Peet.		Exhibit 10.30 to GNC’s Form 10-K, filed March 30, 2005.
	10	.44		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Centers and Margaret Peet.		Exhibit 10.30 to GNC’s Form 10-K, filed March 30, 2005.
	10	.45		Employment Agreement, dated as of May 27, 2005, by and between Centers and Bruce E. Barkus.		Exhibit 10.1 to GNC’s Form 8-K, filed June 2, 2005.
	10	.46		Separation Agreement and General Release, dated as of November 10, 2005, by and among Centers, GNC, and Bruce E. Barkus.		Exhibit 10.1 to GNC’s Form 8-K, filed November 14, 2005.
	10	.47		GNC/ Rite Aid Retail Agreement, dated as of December 8, 1998, between General Nutrition Sales Corporation and Rite Aid Corporation.**		Exhibit 10.24 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.48		Amendment to the GNC/ Rite Aid Retail Agreement, effective as of November 20, 2000, between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp.**		Exhibit 10.25 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.49		Amendment to the GNC/ Rite Aid Retail Agreement effective as of May 1, 2004, between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp.**		Exhibit 10.26 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.50		Form of Indemnification Agreement for directors and senior officers of GNC.		Exhibit 10.1 to GNC’s Form 8-K, filed April 25, 2006.
	10	.51		Form of Indemnification Agreement for directors and senior officers of Centers.		Exhibit 10.2 to GNC’s Form 8-K, filed April 25, 2006.

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Exhibit
No.				Description		Incorporation by Reference to
	14	.1		Code of Ethics for Chief Executive and Senior Financial Officers.		Exhibit 14.1 to GNC’s Form 10-K, filed March 30, 2005.
	21	.1		Subsidiaries of GNC.(1)
	23	.1		Consent of PricewaterhouseCoopers LLP relating to financial statements of GNC Corporation.(2)
	23	.2		Consent of PricewaterhouseCoopers LLP relating to the financial statements of General Nutrition Companies, Inc.(2)
	23	.3		Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).*
	24	.1		Powers of Attorney (included in the signature pages).(1)
	24	.2		Power of Attorney of John R. Ranelli.(2)

	*	To be filed by amendment.

**	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

(1)	Previously filed with the Form S-1 filed by the Registrant on June 2, 2006.
(2)	Filed herewith.

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Item 16(b).	Financial Statement Schedule.

								Additions —
				Balance at				Charged to								Balance at
				Beginning				Costs and								End of
				of Period				Expense				Deductions(3)				Period
				(In thousands)
Allowance for doubtful accounts(1)
	Predecessor
		Period January 1, 2003 to December 4, 2003			17,692				20,348				(18,425	)			19,615
	Successor
		27 days ended December 31, 2003			19,615				2,254				(6,879	)			14,990
		Twelve months ended December 31, 2004			14,990				8,431				(11,163	)			12,258
		Twelve months ended December 31, 2005			12,258				9,736				(11,375	)			10,619
Deferred tax valuation allowance(2)
	Predecessor
		Period January 1, 2003 to December 4, 2003			34,841				34,045				—				68,886
Inventory reserves
	Predecessor
		Period January 1, 2003 to December 4, 2003			14,751				13,756				(11,607	)			16,900
	Successor
		27 days ended December 31, 2003			16,900				2,857				(506	)			19,251
		Twelve months ended December 31, 2004			19,251				17,344				(22,034	)			14,561
		Twelve months ended December 31, 2005			14,561				3,864				(6,272	)			12,153

(1)	These balances are the total allowance for doubtful accounts for trade accounts receivable and the current and long-term franchise note receivable.
(2)	There was no deferred tax valuation allowance balance for the other period presented in this table.
(3)	Deductions for the allowance for doubtful accounts represent: accounts receivable reserve policy adjustments; reductions to franchise receivable reserves for franchise take-backs, customer product returns; and the collection of previously reserved receivables. The deductions to the inventory reserves represents: adjustments to our lower of cost or market reserve; adjustments to our obsolescence reserve; reversal of inventory shrink reserve; and adjustments due to the disposal of expired, rejected and damaged inventory.

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Item 17.	Undertakings

	(A) to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser;
	(B) insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
	(C) (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For purposes of determining any liability under the Securities Act of 1933 each, post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	GNC Corporation
	(Registrant)

	By:	/s/ Joseph Fortunato

	Joseph Fortunato
	President and Chief Executive Officer

Signature				Title		Date
/s/ Joseph Fortunato   Joseph Fortunato				Director, President, and Chief Executive Officer (principal executive officer)		July 7, 2006
*   Curtis J. Larrimer				Executive Vice President and Chief Financial Officer (principal financial and accounting officer)		July 7, 2006
*   Robert J. DiNicola				Executive Chairman of the Board of Directors		July 7, 2006
*   Laurence M. Berg				Director		July 7, 2006
*   Michael S. Cohen				Director		July 7, 2006
*   Peter P. Copses				Director		July 7, 2006
*   George G. Golleher				Director		July 7, 2006
*   Joseph W. Harch				Director		July 7, 2006
*   Andrew S. Jhawar				Director		July 7, 2006
*   Edgardo A. Mercadante				Director		July 7, 2006
/s/ John R. Ranelli   John R. Ranelli				Director		July 7, 2006
*By:		/s/ Joseph Fortunato   Joseph Fortunato Attorney-in-fact

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Table of Contents

Exhibit
No.				Description		Incorporation by Reference to
	1	.1		Form of Underwriting Agreement.*
	2	.1		Purchase Agreement among Royal Numico N.V., Numico USA, Inc., and Apollo GNC Holding, Inc., dated as of October 13, 2003.		Exhibit 2.1 to Amendment No. 1 to GNC’s Registration Statement on Form S-1, filed July 14, 2004.
	3	.1		Form of Amended and Restated Certificate of Incorporation of GNC Corporation.*
	3	.2		Form of Restated Bylaws of GNC.*
	3	.3		Specimen of Stock Certificate.*
	4	.1		Stockholders’ Agreement, by and among General Nutrition Centers Holding Company and the Stockholders, dated as of December 5, 2003.		Exhibit 4.8 to Amendment No. 1 to GNC’s Registration Statement on Form S-1, filed July 14, 2004.
	4	.2		Amended and Restated Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of 12% Series A Exchangeable Preferred Stock of General Nutrition Centers Holding Company.		Exhibit 4.1 to GNC Corporation Registration Statement on Form S-4, filed June 22, 2004.
	4	.3		Form of 12% Series A Exchangeable Preferred Stock Certificate.		Exhibit 4.8 to Amendment No. 1 to GNC Corporation Registration Statement on Form S-4, filed August 24, 2004.
	4	.4		Registration Rights Agreement, dated December 23, 2003, among General Nutrition Centers Holding Company, Lehman Brothers Inc., and J.P. Morgan Securities Inc., as initial purchasers of the 12% Series A Exchangeable Preferred Stock of General Nutrition Centers Holding Company.		Exhibit 4.2 to GNC Corporation Registration Statement on Form S-4, filed June 22, 2004.
	4	.5		Indenture, dated as of December 5, 2003, among Centers the Guarantors (as defined therein), and U.S. Bank National Association, as trustee relating to Centers 81/2 % Senior Subordinated Notes due 2010.		Exhibit 4.1 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	4	.6		Supplemental Indenture, dated as of April 6, 2004 among GNC Franchising, LLC, Centers, the other Guarantors (as defined in the Indenture referred to therein), and U.S. Bank National Association, as trustee relating to Centers’ 81/2 % Senior Subordinated Notes due 2010.		Exhibit 4.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	4	.7		Form of 81/2 % Senior Subordinated Note due 2010. (Included in Exhibit 4.4)
	4	.8		Registration Rights Agreement, dated December 5, 2003, among Centers, the guarantors listed on Schedule I thereto, and Lehman Brothers Inc., J.P. Morgan Securities Inc., and UBS Securities LLC, as the initial purchasers of the notes.		Exhibit 4.4 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.

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Exhibit
No.				Description		Incorporation by Reference to
	4	.9		Indenture, dated as of January 18, 2005, among Centers, each of the Guarantors party thereto, and U.S. Bank National Association, as Trustee.		Exhibit 4.1 to GNC’s Form 8-K, filed January 19, 2005.
	4	.10		Form of 85/8 % Senior Note due 2011.		Exhibit 4.2 to GNC’s Form 8-K, filed January 19, 2005.
	4	.11		Registration Rights Agreement, dated as of January 18, 2005, by and among Centers, the Guarantors listed on Schedule I thereto, Lehman Brothers Inc., and J.P. Morgan Securities Inc.		Exhibit 10.4 to GNC’s Form 8-K, filed January 19, 2005.
	5	.1		Opinion of Gardere Wynne Sewell LLP.*
	10	.1		Credit Agreement, dated as of December 5, 2003 among General Nutrition Centers Holding Company, Centers as borrower, the several other banks and other financial institutions or entities from time to time party thereto, Lehman Brothers Inc., and J.P. Morgan Securities Inc., as joint lead arrangers and joint book runners, JPMorgan Chase Bank, as syndication agent, and Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.1 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.2		First Amendment to the Credit Agreement, dated as of December 14, 2004, among GNC, Centers, as borrower, the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to therein, and Lehman Commercial Paper Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed December 16, 2004.
	10	.3		Second Amendment to the Credit Agreement, dated as of May 25, 2004, among GNC, Centers, as borrower, the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to therein, and Lehman Commercial Paper Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed May 31, 2006.
	10	.4		Guarantee and Collateral Agreement, dated as of December 5, 2003, made by General Nutrition Centers Holding Company, Centers, and certain of its subsidiaries in favor of Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.5		Form of Intellectual Property Security Agreement, dated as of December 5, 2003 made in favor of Lehman Commercial Paper Inc., as administrative agent.		Exhibit 10.3 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.6		Management Services Agreement, dated as of December 5, 2003, by and among Centers, General Nutrition Centers Holding Company, and Apollo Management V, L.P.		Exhibit 10.4 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.7		Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing from Gustine Sixth Avenue Associates, Ltd., as Mortgagor, to Allstate Life Insurance Company, as Mortgagee, dated March 23, 1999.		Exhibit 10.5 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.

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Exhibit
No.				Description		Incorporation by Reference to
	10	.8		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.6 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.9		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Investment Company.		Exhibit 10.7 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.10		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Investment Company.		Exhibit 10.8 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.11		Patent License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.9 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.12		Know-How License Agreement, dated December 5, 2003, by and between N.V. Nutricia and General Nutrition Corporation.		Exhibit 10.10 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.13		Know-How License Agreement, dated December 5, 2003, by and between Numico Research B.V. and General Nutrition Investment Company.		Exhibit 10.11 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.14		Know-How License Agreement, dated December 5, 2003, by and between General Nutrition Corporation and N.V. Nutricia.		Exhibit 10.12 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.15		Patent License Agreement, dated December 5, 2003, by and between General Nutrition Investment Company and Numico Research B.V.		Exhibit 10.13 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.16		GNC Live Well Later Non-Qualified Deferred Compensation Plan.		Exhibit 10.14 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.17		GNC Corporation 2003 Omnibus Stock Incentive Plan.		Exhibit 10.2 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.18		Form of GNC 2003 Omnibus Stock Incentive Plan Non-Qualified Stock Option Agreement.		Exhibit 10.2 to GNC’s Form 8-K, filed March 18, 2005.
	10	.19		Form of GNC 2003 Omnibus Stock Incentive Plan Stock Option Agreement.		Exhibit 10.2 to GNC’s Form 8-K, filed June 2, 2005.
	10	.20		Stock Option Agreement, dated as of December 1, 2004, by and between GNC and Robert J. DiNicola.		Exhibit 10.2 to GNC’s Form 8-K, filed December 3, 2004.
	10	.21		2006 GNC Stock Incentive Plan.*
	10	.22		Employment Agreement, dated as of December 1, 2004, by and between Centers and Robert J. DiNicola.		Exhibit 10.1 to GNC’s Form 8-K, filed December 3, 2004.
	10	.23		Employment Agreement, dated as of December 22, 2005, by and among Centers, GNC, and Robert J. DiNicola.		Exhibit 10.1 to GNC’s Form 8-K, filed December 22, 2005.
	10	.24		Employment Agreement, dated as of December 15, 2004, by and between Centers and Joseph Fortunato.		Exhibit 10.2 to GNC’s Form 8-K, filed January 19, 2005.
	10	.25		First Amendment to Employment Agreement, dated as of June 22, 2005, by and between Centers and Joseph Fortunato.		Exhibit 10.1 to GNC’s Form 8-K, filed June 23, 2005.
	10	.26		Employment Agreement, dated as of November 23, 2005, by and between Centers and Joseph Fortunato.		Exhibit 10.2 to GNC’s Form 8-K/A, filed November 29, 2005.

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Exhibit
No.				Description		Incorporation by Reference to
	10	.27		Employment Agreement, dated as of February 21, 2005, by and between Centers and Robert Homler.		Exhibit 10.1 to GNC’s Form 8-K, filed February 23, 2005.
	10	.28		Employment Agreement, dated as of January 11, 2006, by and between Centers and Robert Homler.		Exhibit 10.2 to GNC’s Form 8-K/A, filed January 13, 2006.
	10	.29		Employment Agreement, dated as of April 11, 2006, by and between Centers and Alan Schlesinger.		Exhibit 10.1 to GNC’s Form 8-K, filed April 11, 2006.
	10	.30		Settlement Agreement, dated as of May 24, 2006, by and between Centers and Alan Schlesinger.		Exhibit 10.1 to GNC’s Form 8-K/A, filed May 31, 2006.
	10	.31		Employment Agreement, dated as of December 14, 2004, amended and restated as of March 14, 2005, by and between General Nutrition Centers, Inc. and Curtis Larrimer.		Exhibit 10.1 GNC’s Form 8-K, filed March 14, 2005.
	10	.32		Employment Agreement, dated as of March 31, 2006, by and between Centers and Mark L. Weintrub.		Exhibit 10.1 to GNC’s Form 8-K, filed March 31, 2006.
	10	.33		Employment Agreement, dated July 6, 2006, by and between Centers and Joseph J. Weiss.		Exhibit 10.1 to GNC’s Form 8-K, filed July 6, 2006.
	10	.34		Employment Agreement, dated as of December 5, 2003, by and between Centers and Susan Trimbo.		Exhibit 10.22 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.35		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Susan Trimbo and General Nutrition Centers, Inc.(1)
	10	.36		Employment Agreement, dated as of December 5, 2003, by and between Centers and Reginald Steele.		Exhibit 10.23 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.37		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Reginald Steele and General Nutrition Centers, Inc.(1)
	10	.38		Employment Agreement, dated as of December 5, 2003, between General Nutrition Centers, Inc. and Louis Mancini.		Exhibit 10.16 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.39		First Amendment to Employment Agreement, dated February 12, 2004, between General Nutrition Centers, Inc. and Louis Mancini.		Exhibit 10.17 to Centers’ Registration Statement on Form S-4, filed April 15, 2004.
	10	.40		Separation Agreement and General Release, dated as of December 1, 2004, by and between Louis Mancini and Centers.		Exhibit 10.3 to GNC’s Form 8-K, filed January 19, 2005.
	10	.41		Employment Agreement, dated as of December 15, 2004, by and between Centers and David Heilman.		Exhibit 10.1 to GNC’s Form 8-K, filed January 19, 2005.
	10	.42		Separation Agreement and General Release, dated as of March 10, 2005, by and between Dave Heilman and General Nutrition Centers, Inc.		Exhibit 10.1 to GNC’s Form 8-K, filed March 14, 2005.

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Exhibit
No.				Description		Incorporation by Reference to
	10	.43		Employment Agreement, dated as of February 2, 2004, by and between Centers and Margaret Peet.		Exhibit 10.30 to GNC’s Form 10-K, filed March 30, 2005.
	10	.44		First Amendment to Employment Agreement, dated as of September 27, 2004, by and between Centers and Margaret Peet.		Exhibit 10.30 to GNC’s Form 10-K, filed March 30, 2005.
	10	.45		Employment Agreement, dated as of May 27, 2005, by and between Centers and Bruce E. Barkus.		Exhibit 10.1 to GNC’s Form 8-K, filed June 2, 2005.
	10	.46		Separation Agreement and General Release, dated as of November 10, 2005, by and among Centers, GNC, and Bruce E. Barkus.		Exhibit 10.1 to GNC’s Form 8-K, filed November 14, 2005.
	10	.47		GNC/ Rite Aid Retail Agreement, dated as of December 8, 1998, between General Nutrition Sales Corporation and Rite Aid Corporation.**		Exhibit 10.24 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.48		Amendment to the GNC/ Rite Aid Retail Agreement, effective as of November 20, 2000, between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp.**		Exhibit 10.25 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.49		Amendment to the GNC/ Rite Aid Retail Agreement effective as of May 1, 2004, between General Nutrition Sales Corporation and Rite Aid Hdqtrs Corp.**		Exhibit 10.26 to Centers’ Registration Statement on Form S-4, filed August 9, 2004.
	10	.50		Form of Indemnification Agreement for directors and senior officers of GNC.		Exhibit 10.1 to GNC’s Form 8-K, filed April 25, 2006.
	10	.51		Form of Indemnification Agreement for directors and senior officers of Centers.		Exhibit 10.2 to GNC’s Form 8-K, filed April 25, 2006.
	14	.1		Code of Ethics for Chief Executive and Senior Financial Officers.		Exhibit 14.1 to GNC’s Form 10-K, filed March 30, 2005.
	21	.1		Subsidiaries of GNC.(1)
	23	.1		Consent of PricewaterhouseCoopers LLP relating to financial statements of GNC Corporation.(2)
	23	.2		Consent of PricewaterhouseCoopers LLP relating to the financial statements of General Nutrition Companies, Inc.(2)
	23	.3		Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).
	24	.1		Powers of Attorney (included in the signature pages).(1)
	24	.2		Power of Attorney of John R. Ranelli.(2)

	*	To be filed by amendment.

**	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

(1)	Previously filed with the Form S-1 filed by the Registrant on June 2, 2006.
(2)	Filed herewith.