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Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35113 GNC Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 20-8536244 (state or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 300 Sixth Avenue Pittsburgh, Pennsylvania (Address of principal executive 15222 offices) (Zip Code) Registrant's telephone number, including area code: (412) 288-4600 Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A common stock, par value $0.001 per share New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer o Non-accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No The aggregate market value of all common stock (based upon the closing price of the New York Stock Exchange) of the registrant held by non- affiliates of the registrant as of June 29, 2012 was approximately $3.08 billion. As of February 15, 2013, the number of outstanding shares of Class A common stock, par value $0.001 per share (the "Class A common stock"), of GNC Holdings, Inc. was 99,543,108 shares. As of February 15, 2013, there were no shares outstanding of Class B common stock, par value $0.001 per share of GNC Holdings, Inc. DOCUMENTS INCORPORATED BY REFERENCE Certain information in the Company's definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year, is incorporated by reference in Part III of this Form 10-K. Table of Contents TABLE OF CONTENTS Page Part I Item 1 Business 4 Item 1A Risk Factors 21 Item 1B Unresolved Staff Comments 36 Item 2 Properties 36 Item 3 Legal Proceedings 38 Item 4 Mine Safety Disclosures 39 Part II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 6 Selected Financial Data 43 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A Quantitative and Qualitative Disclosures about Market Risk 64 Item 8 Financial Statements and Supplementary Data 65 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 107 Item 9A Controls and Procedures 107 Item 9B Other Information 107 Part III Item 10 Directors, Executive Officers and Corporate Governance 108 Item 11 Executive Compensation 108 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 108 Item 13 Certain Relationships and Related Transactions and Director Independence 108 Item 14 Principal Accounting Fees and Services 108 Part IV Item 15 Exhibits, Financial Statement Schedules 109 Signatures 119 2 Table of Contents FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Discussions containing such forward-looking statements may be found in Items 1, 2, 3, 7 and 7A hereof, as well as within this report generally. Forward-looking statements can often be identified by the use of terminology such as "subject to," "believe," "anticipate," "plan," "expect," "intend," "estimate," "project," "may," "will," "should," "would," "could," "can," the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations and our beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements. The following uncertainties and factors, among others (including those set forth under "Risk Factors"), could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements: • significant competition in our industry; • unfavorable publicity or consumer perception of our products; • increases in the cost of borrowings and limitations on availability of additional debt or equity capital; • our debt levels and restrictions in our debt agreements; • incurrence of material product liability and product recall costs; • loss or retirement of key members of management; • costs of compliance and our failure to comply with new and existing governmental regulations governing our products, including, but not limited to, proposed dietary supplement legislation and regulations; • changes in our tax obligations; • costs of litigation and the failure to successfully defend lawsuits and other claims against us; • 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; • 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; • disruptions in our distribution network; • 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; • failure to adequately protect or enforce our intellectual property rights against competitors; • changes in raw material costs and pricing of our products; 3 Table of Contents • failure to successfully execute our growth strategy, including any delays in our planned future growth, any inability to expand our franchise operations or attract new franchisees, any inability to expand our company-owned retail operations, any inability to grow our international footprint, or any inability to expand our e-commerce business; • changes in applicable laws relating to our franchise operations; • damage or interruption to our information systems; • risks and costs associated with data loss, credit card fraud and identity theft; • impact of current economic conditions on our business; • natural disasters, unusually adverse weather conditions, pandemic outbreaks, boycotts and geo-political events; and • failure to maintain effective internal controls. Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. We do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events. Throughout