SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

12 Months Ended

Dec. 31, 2013

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.
GNC HOLDINGS, INC.
(Parent Company Only)
Balance Sheets
(in thousands)

	December 31,
	2013			2012
Current assets:
Cash and cash equivalents	$	282		$	880
Prepaids and other current assets		285			70
Total current assets		567			950
Long-term assets:
Intercompanies		1,069			3,079
Investment in subsidiaries		962,469			963,883
Total long-term assets		963,538			966,962
Total assets	$	964,105		$	967,912
Current liabilities:
Accounts payable	$	—		$	73
Deferred revenue and other current liabilities		356			330
Total current liabilities		356			403
Intercompany loan		148,170			85,470
Total liabilities		148,526			85,873
Stockholders' equity:
Class A Common Stock		112			111
Paid-in-capital		847,886			810,094
Retained earnings		700,108			492,687
Treasury stock, at cost		(734,482	)		(423,900	)
Accumulated other comprehensive income		1,955			3,047
Total stockholders' equity		815,579			882,039
Total liabilities and stockholders' equity	$	964,105		$	967,912

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.
GNC HOLDINGS, INC.
(Parent Company Only)
Statements of Income and Comprehensive Income
(in thousands, except per share data)

	Year ended December 31,
	2013			2012			2011
Other selling, general and administrative	$	749		$	2,076		$	14,037
Subsidiary income		(265,522	)		(241,492	)		(140,359	)
Operating income		264,773			239,416			126,322
Interest expense, net		44			(12	)		(254	)
Income before income taxes		264,729			239,428			126,576
Income tax expense		(292	)		(768	)		(5,757	)
Net income	$	265,021		$	240,196		$	132,333
Comprehensive income	$	263,929		$	240,519		$	136,337
Earning per share:
Basic	$	2.75		$	2.32		$	1.27
Diluted	$	2.72		$	2.29		$	1.24
Dividends declared per share	$	0.60		$	0.44		$	—

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF GNC HOLDINGS, INC.
GNC HOLDINGS, INC.
(Parent Company Only)
Statements of Cash Flow
(in thousands)

	Year ended December 31,
	2013			2012			2011
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income	$	265,021		$	240,196		$	132,333
Equity in income of subsidiaries		(265,522	)		(241,492	)		(140,359	)
Dividends received		289,300			348,000			225,000
Other operating activities		1,334			421			7,320
Net cash provided by operating activities		290,133			347,125			224,294
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock		—			—			237,253
Dividend payment		(57,437	)		(45,216	)		—
Loan from a subsidiary		62,700			—			85,470
Contributed capital		—			—			(301,098	)
Proceeds from exercise of stock options		14,588			25,972			28,550
Repurchase of treasury stock		(310,582	)		(359,990	)		(61,634	)
Repurchase of Class A Preferred Stock		—			—			(223,107	)
Net cash used in financing activities		(290,731	)		(379,234	)		(234,566	)
Net decrease in cash and cash equivalents		(598	)		(32,109	)		(10,272	)
Beginning balance, cash and cash equivalents		880			32,989			43,261
Ending balance, cash and cash equivalents	$	282		$	880		$	32,989

GNC HOLDINGS, INC.

SCHEDULE I—NOTES TO THE CONDENSED FINANCIAL STATEMENTS (PARENT ONLY) 

NOTE 1. BACKGROUND

        These condensed parent company financial statements and notes of GNC Holdings, Inc. ("the Company") should be read in conjunction with the consolidated statements of GNC Holdings, Inc. and subsidiaries. The Senior Credit Facility of General Nutrition Centers, Inc. ("Centers"), a wholly owned subsidiary of GNC Holdings, Inc., contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock, and enter into arrangements that restrict their ability to pay dividends or grant liens. 

NOTE 2. PUBLIC OFFERINGS

        In April 2011, Holdings completed an initial public offering (the "IPO") of 25.875 million shares of its Class A common stock, par value $0.001 per share (the "common stock"), at an IPO price of $16.00 per share. The net proceeds from the IPO, together with cash on hand, were used to redeem all outstanding shares of Holdings' Series A preferred stock, par value $0.001 per share, repay approximately $300.0 million of outstanding borrowings under the Term Loan Facility and pay approximately $11.1 million to satisfy obligations under the Management Services Agreement (as defined in Note 18, "Related Party Transactions") and Holdings' Class B common stock, par value $0.001 per share. Subsequent to the IPO, certain of Holdings' stockholders completed four registered offerings of our common stock. In conjunction with one of these selling stockholder offerings, in August 2012, the Company repurchased an additional six million shares of our common stock from one of its stockholders as part of a share repurchase program.