WEIDER NUTRITION INTERNATIONAL INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 2001

/ / 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:
1-14608

WEIDER NUTRITION INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 87-0563574
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

2002 SOUTH 5070 WEST
SALT LAKE CITY, UTAH 84104-4726
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code:
(801) 975-5000
--------------

Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, par value $.01 per share
(Title of Class)

Securities registered pursuant to
Section 12(g) of the Act:
None

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 X No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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.

The number of shares outstanding of the Registrant's common stock is
26,249,436 (as of August 3, 2001).

The aggregate market value of the voting stock held by non-affiliates
of the Registrant is approximately $ 21,600,000 (as of August 3, 2001).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 2001 Annual
Meeting of Shareholders, which will subsequently be filed with the SEC, are
incorporated by reference into Part III.

PART I

NOTE ON FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS MADE IN THIS ANNUAL REPORT ON FORM 10-K UNDER THE
CAPTIONS "BUSINESS," "FACTORS AFFECTING FUTURE PERFORMANCE," "LEGAL
PROCEEDINGS," AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS," AND ELSEWHERE HEREIN ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THAT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS, CURRENT EXPECTATIONS,
ESTIMATES AND PROJECTIONS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING
WITHOUT LIMITATION STATEMENTS WHICH ARE PRECEDED BY, FOLLOWED BY OR INCLUDE THE
WORDS "BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS," "ESTIMATES," "MAY,"
"SHOULD," OR SIMILAR EXPRESSIONS, ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND
THE COMPANY'S CONTROL, AND THEREFORE ACTUAL RESULTS MAY DIFFER MATERIALLY.

IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS INCLUDE, BUT ARE NOT
LIMITED TO: DEPENDENCE ON INDIVIDUAL PRODUCTS, DEPENDENCE ON INDIVIDUAL
CUSTOMERS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, THE IMPACT OF NEW
FOOD AND DRUG ADMINISTRATION ("FDA") DIETARY SUPPLEMENT REGULATIONS ON THE
COMPANY'S PRODUCTS AND MARKETING PLANS, MARKET AND INDUSTRY CONDITIONS INCLUDING
PRICING, DEMAND FOR PRODUCTS, LEVEL OF TRADE INVENTORIES AND RAW MATERIALS
AVAILABILITY AND PRICING, THE SUCCESS OF PRODUCT DEVELOPMENT AND NEW PRODUCT
INTRODUCTIONS INTO THE MARKETPLACE, CHANGES IN LAWS AND REGULATIONS, LITIGATION
AND GOVERNMENT REGULATORY ACTION, LACK OF AVAILABLE PRODUCT LIABILITY INSURANCE
FOR PRODUCTS CONTAINING EPHEDRA, UNCERTAINTY OF MARKET ACCEPTANCE OF NEW
PRODUCTS, ADVERSE PUBLICITY REGARDING THE CONSUMPTION OF NUTRITIONAL
SUPPLEMENTS, AND OTHER FACTORS DISCUSSED UNDER "FACTORS AFFECTING FUTURE
PERFORMANCE" IN ITEM 1 OF THIS ANNUAL REPORT. THE COMPANY DISCLAIMS ANY
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.

ITEM 1. BUSINESS

GENERAL

Weider Nutrition International, Inc. (the "Company") develops,
manufactures, markets, distributes and sells branded and private label vitamins,
nutritional supplements and sports nutrition products in the United States and
throughout the world. The Company offers a broad range of capsules and tablets,
powdered drink mixes, bottled beverages and nutrition bars consisting of
approximately 875 stock keeping units ("SKUs") domestically and internationally.
The Company has a portfolio of recognized brands, including Schiff(R),
Weider(R), American Body Building(TM), Tiger's Milk(R), Multipower(R) and
Multaben that are primarilY marketed through mass market, health food store and
health club and gym distribution channels. The Company markets its branded
nutritional supplement products, both domestically and internationally, in four
principal categories:

o vitamins, minerals and specialty;
o sports nutrition;
o weight management; and
o nutrition bars.

The Company also markets a line of sportswear in Europe, primarily in Germany,
under the Venice Beach brand.

The Company's principal executive offices are located at 2002 South
5070 West, Salt Lake City, Utah 84104 and its telephone number is (801)
975-5000. As used herein, the "Company" means Weider Nutrition International,
Inc. and its subsidiaries, except where indicated otherwise.

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INDUSTRY OVERVIEW

The Company believes several factors account for the historical growth
of the nutritional supplement market, including increased public awareness of
the health benefits of nutritional supplements, favorable demographic trends
toward older Americans who are more likely to consume nutritional supplements,
the rise of alternative medicine and the holistic health movement and successful
product introductions. According to the United States Bureau of the Census, the
35-and-older age group of consumers, which represents a large majority of the
regular users of vitamin and mineral supplements, is projected to grow
significantly faster than the general United States population through 2010.

Over the past several years, public awareness of the positive effects
of nutritional supplements on health has been heightened by widely publicized
reports and medical research findings indicating a correlation between the
consumption of nutrients and the reduced incidence of certain diseases.
Reports have indicated that the United States government and universities
generally have increased sponsorship of research relating to nutritional
supplements. In addition, Congress has established the Office of Alternative
Medicine within the National Institutes of Health to foster research into
alternative medical treatment modalities, which may include natural remedies.
Congress has also established the Office of Dietary Supplements in the National
Institutes of Health to conduct and coordinate research into the role of dietary
supplements in maintaining health and preventing disease.

The international nutritional supplement market is more fragmented than
the domestic market. As a result, industry data is not readily available.
However, many of the demographic trends present in the domestic market are also
present in the international market.

BRANDS AND DISTRIBUTION CHANNELS

The Company has created a portfolio of recognized brands designed for
specific distribution channels. The positioning of the Company's brand names is
supported by significant advertising, marketing and promotional expenditures as
well as the brand names' long-standing consumer relationships. The Company
believes that the promotional support and investment in these brands enhances
the Company's ability to address heightened competitive pressures as well as
introduce innovative new products.

The following table identifies the Company's leading nutritional
supplement brands:

The Company markets its branded nutritional supplement products both
domestically and internationally in four principal categories:

o vitamins, minerals and specialty;
o sports nutrition;
o weight management; and
o nutrition bars.

The Company believes that offering its customers a wide variety of products also
provides the Company a competitive advantage in capturing an increasing share of
the growing nutritional supplement market. The Company also markets a line of
sportswear in Europe, primarily in Germany, under the Venice Beach brand.

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VITAMINS, MINERALS AND SPECIALTY. The Company markets a complete line
of vitamins, minerals and specialty supplements through the Schiff(R) brand.
These products are offered in various forms, including primarily tablets,
capsules and softgels. The Schiff(R) brand is distributed primarily though the
mass market and health food stores.

The Company's specialty supplements include certain joint health
products marketed under the Schiff(R) brand, including Move Free(TM) and certain
chondroitin and glucosamine compounds. The Company's Schiff(R) vitamin products
are designed to provide consumers with essential vitamins and minerals as
supplements to their diet. Schiff(R) vitamins and minerals include multivitamins
such as Single Day, individual vitamins and minerals such as Vitamins C, E and
Calcium, specialty formulae for women such as Menopause and soy, and other
specialty formulae including melatonin, DHEA, beta carotene and B-complex.

SPORTS NUTRITION. The Company's sports nutrition category includes a
wide variety of products designed to enhance athletic performance, support the
results derived from exercise programs and replenish the body's vital nutrients
expended during exercise and training. While each of the Company's products
offers distinct benefits to the consumer, the Company's sports nutrition
products are intended to generally enhance the consumer's ability to support
muscle growth, increase energy levels and stamina, control weight and lose fat.
Consumer focus includes athletes, bodybuilders, fitness enthusiasts, "weekend
warriors" and other "on-the-go" individuals. The Company's sports nutrition
products deliver nutritional supplements through a variety of forms, including
powdered drink mixes, tablets, capsules, nutrition bars and beverages.

The Company markets its sports nutrition products domestically under
the American Body Building(TM) and Weider(R) brands. The American Body
Building(TM) brand is primarily distributed to health clubs and gyms through
the Company's network of independent distributors. American Body Building(TM)
products are primarily bottled and powdered drinks for energy, recovery and
weight control. The Weider(R) brand is primarily distributed through food,
drug and mass market retailers as well as health food stores. Weider(R)
products are primarily powdered drinks and supplements to support muscle
growth, maintain stamina and control weight.

WEIGHT MANAGEMENT. The Company manufactures, markets and distributes
natural products that utilize vitamins, herbs and other nutritional supplements
designed to promote weight management. The Company's products are intended to
support consumers' efforts in a number of weight management functions. The
products are specifically formulated, packaged and priced to appeal to a wide
variety of consumers with different demographic characteristics and
physiological needs.

Weight management products under the American Body Building(TM) brand,
which are intended to support consumers' efforts to reduce fat and provide a low
calorie source of energy, are primarily distributed through the Company's
independent distributors to health clubs and gyms. The Company markets certain
other products through mass market intended to aid in weight management, support
muscle mass and support consumers' efforts to reduce fat.

NUTRITION BARS. The Company's nutrition bars category includes its
Tiger's Milk(R) and Fi-Bar(R) product lines. The Tiger's Milk(R) product line,
which has been marketed for over 30 years, includes nutrition bars that supply
significant amounts of protein, vitamins and other essential nutrients with less
fat than a traditional candy bar. The Fi-Bar(R) product line is comprised of
fat-free granola bars and fruit and nut bars coated with yogurt, chocolate or
carob made without hydrogenated fats. The Tiger's Milk(R) and Fi-Bar(R) brands
are primarily distributed through mass market retailers, convenience and health
food stores. The Company also markets nutrition bars under its Schiff(R),
American Body Building(TM) and Weider(R) brands.

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INTERNATIONAL MARKETS. As a result of the July 1998 acquisition of
Haleko, the Company now markets the Multipower(R) and Multaben nutritional and
health food supplement brands in Europe in addition to the Weider(R) brand.
Haleko's leading sports nutrition brand is Multipower(R), which includes a wide
variety of products primarily marketed to health clubs and gyms. Haleko also
markets nutrition products under the Multaben brand primarily to health food
stores, which includes a variety of beverages, soups and other meal replacement
products as well as nutrition bars.

Haleko also markets a line of sportswear under the Venice Beach brand.
The sportswear products are sold primarily in Germany to department stores,
health clubs, gyms and specialty sportswear retail stores. Sales of sportswear
represented approximately 39%, 35% and 34% of Haleko's revenues for fiscal 2001,
2000 and 1999, respectively.

The Company also markets its brands such as Weider(R) and Schiff(R) on
an export basis to South America, eastern Europe, the Middle East and the
Pacific Rim through a network of distributors managed from the Company's Salt
Lake City headquarters.

PRIVATE LABEL. The Company manufactures capsules, tablets and powdered
drink mixes for other marketers of nutritional supplements and certain retail
customers. These independent marketers and retail customers market the products
manufactured by the Company under their own (private) brand names or labels.
Effective May 1, 2001, the Company discontinued manufacture of private label
powders in connection with the sale of its powders facility.

SALES AND DISTRIBUTION

The Company's products are currently sold domestically in over 48,000
retail outlets in all 50 states. The Company's mass market customers include:

o mass merchandisers such as Wal-Mart, Target and Kmart;
o drug stores such as Walgreens, CVS, Rite Aid and Eckerd;
o warehouse clubs such as Costco, Sam's Club and BJ's; and
o supermarkets such as Albertson's, Giant, Safeway and Fred
Meyer.

The Company services the health food market by distributing its products to
General Nutrition Center ("GNC") and leading health food distributors. The
Company also sells through other distribution channels, including international
markets and its own network of distributors to health clubs and gyms (such as
Bally's Health and Fitness and Gold's Gym). In addition, the Company provides
private label manufacturing for certain retail customers where the Company also
distributes its branded products.

Internationally, the Company sells or distributes its products in
approximately 75 countries around the world, all of which are at different
levels of development and are affected by different factors. In Europe, where
the Company has a substantial majority of its international sales, nutritional
supplement distribution varies by country, but in general, product is primarily
distributed through gyms and fitness studios, health food and specialty stores
and pharmacies. Some products are distributed through the mass market channel,
but this channel is not as developed internationally as it is in the U.S.
Additionally, significant differences exist between the regulatory environment
in the U.S. and the regulatory environment in Europe. As a result, many
nutritional supplements sold in the U.S. are not able to be sold in Europe due
to regulatory restrictions.

MARKETING

The Company markets its products using a mix of trade and consumer
promotions, television, radio and print media advertising and consumer
education. The Company's marketing and advertising expenditures were
approximately $47.6 million in fiscal 2001, $44.0 million in fiscal 2000, and
$35.9 million in fiscal 1999.

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During fiscal 2001, the Company continued to execute its brand
building support for its core brands, particularly relating to its Schiff(R)
Move Free(TM) joint health products. National television and radio
commercials featuring Schiff(R) Move Free(TM) appeared on syndicated radio
and television programs, and national and cable television stations. During
fiscal 2001, the Company also implemented the transition of the name of its
Schiff(R) Pain Free(TM) product line to Schiff(R) Move Free(TM) to comply
with new regulations published by the FDA.

The Company promotes its products in various print media sources,
including:

o consumer magazines such as LADIES HOME JOURNAL, ARTHRITIS
TODAY, MAXIM, ESPN MAGAZINE;
o target publications such as FITNESS RUNNER;
o trade magazines such as WHOLE FOODS, VITAMIN RETAILER and
MASS MARKET RETAILER; and
o several magazines published by Weider Publications Inc.
("Weider Publications"), an affiliate of the Company,
including MUSCLE AND FITNESS, FLEX, SHAPE, MEN'S FITNESS AND
NATURAL HEALTH.

A key part of the Company's marketing strategy is to help educate
consumers about innovative, safe and beneficial nutritional supplement products.
The Company participates in consumer education at conferences and at numerous
trade and consumer shows representing all current distribution channels. The
Company also sponsors and attends various sporting events, including leading
professional body building competitions such as The Mr. Olympia, The Arnold
Schwarzenegger Classic and numerous local National Physique Committee
bodybuilding competitions. The Company is also developing websites to provide
additional information to consumers, customers and investors.

PRODUCT RESEARCH AND DEVELOPMENT

The Company intends to continue its commitment to research and
development to create safe and efficacious new products and existing product
line extensions. The nutritional supplement industry is influenced by products
that become popular due to changing consumer interests in health, appearance and
longevity along with media attention to these same interests. Product
development is important in the nutritional supplement industry in order to
capitalize on new market opportunities, strengthen relationships with customers
by meeting demand and increase market share.

The Company conducts research and development in Company-owned
facilities and, from time to time, utilizes strategic third-parties to further
research and development initiatives. To support its commitment to research and
development, the Company hires scientific and technical personnel and invests in
formulation, processing and packaging development, testing of efficacy and shelf
life stability and market research with consumers. The Company's product
research and development expenditures were approximately $5.7 million in fiscal
2001, $4.9 million in fiscal 2000, and $4.6 million in fiscal 1999.

MANUFACTURING AND PRODUCT QUALITY

The Company manufactures approximately 85% of its domestic branded
products and approximately 45% of its international branded products. The
Company has significant internal manufacturing competencies in the distinct
areas of:

o capsule and tablet manufacturing, filling and packaging;
o sterile liquid beverage processing, bottling and packaging; and
o processing, extrusion, coating and packaging of
nutritionally fortified nutrition bars.

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The Company has invested in production line flexibility to accommodate
various filling sizes, weights or counts of product and final shipped unit
configurations to fulfill customer and ultimate consumer needs.

The Company currently manufactures its domestic products in two U.S.
facilities. The Company's state-of-the-art capsules and tablets manufacturing
facility located in Salt Lake City, Utah, includes the Company's main
distribution center and primary administrative offices. The Company's packaging,
counting and filling operations are fully computerized to ensure accuracy and
compliance with weights and measures regulations. The distribution center
features a high-rise racked warehouse and a fully automated "order-pick" system
using optical readers that interpret bar coded labels on each shipping
container. The Company maintains and operates an MRP System fully integrated
with distribution, warehousing and quality control, that provides real time lot
and quality tracking of raw materials, work in progress and finished goods.

The Company also currently operates a beverage facility located in
Walterboro, South Carolina. In order to enhance overall beverage manufacturing
efficiencies at the Walterboro facility, the Company closed its Las Vegas,
Nevada facility in fiscal 2001 and integrated the operations to the Company's
South Carolina facility. The Company also sold its powders production facility
during the fourth quarter of fiscal 2001.

Internationally, the Company has two primary manufacturing facilities.
The Company has a capsules, tablets and powders facility in Bleckede, Germany
that produces products distributed throughout Europe. This facility has received
ISO 9002 certification. The Company's facility located in Madrid, Spain
primarily produces powders for distribution in Spain, France and Italy. The
Company is continuously upgrading its facilities and enhancing its manufacturing
capabilities through new equipment purchases and technological improvements.

The Company is committed to providing the highest quality products. The
Company's Salt Lake City capsule and tablet facility is designed and operated to
meet USP compliance standards. The Company was awarded an "A" rating by the
National Nutritional Foods Association. The Company's quality management systems
are detailed and rigorous, and include a supplier certification selection
process and other analytical processes and procedures. The quality management
systems also include professionally equipped and staffed analytical laboratories
to assure raw material acceptance as well as in-process and finished product
evaluation for compliance to specification. The Company's products are also
subject to extensive shelf life stability testing through which the Company
determines the effects of aging on its products. Certified outside laboratories
are used routinely to evaluate the Company's laboratory performance and to
supplement its internal testing procedures and capabilities.

Sourcing specialists within the Company's purchasing department focus
on maximizing buying power through volume leverage with a select supplier base.
In addition, key supply relationships have been established with raw material
and packaging suppliers who bring significant financial, technical, quality and
service resources to the Company.

COMPETITION

The market for the sale of nutritional supplements is highly
competitive. The Company believes that competition is based principally upon
price, quality of products, customer service and marketing support. The Company
believes that it competes favorably with other industry companies in these
areas.

The Company's competition includes numerous nutritional companies that
are highly fragmented in terms of both geographic market coverage and product
categories. The majority of these companies are privately held and the Company
is unable to precisely assess the size of such competitors. In

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addition, large pharmaceutical companies and packaged food and beverage
companies compete with the Company in the nutritional supplement market. These
companies have greater financial and other resources available to them and
possess extensive manufacturing, distribution and marketing capabilities.
Increased competition from such companies could have a material adverse effect
on the Company's financial results and operations.

As the nutritional supplement industry grows and evolves, the Company
believes retailers will align themselves with suppliers, such as the Company,
who are financially stable, market a broad portfolio of products and offer
superior customer service. The Company believes that it competes favorably with
other nutritional supplement companies and major pharmaceutical companies
because of its competitive pricing, marketing strategies, sales support and
quality of its product lines.

GOVERNMENT REGULATION

The formulation, manufacturing, packaging, labeling, advertising,
distribution and sale of the Company's products are subject to regulation by one
or more governmental agencies, including the Food and Drug Administration
("FDA"), the Federal Trade Commission (the "FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture and the Environmental
Protection Agency. The Company's activities are also regulated by various
agencies of the states, localities and foreign countries in which the Company
distributes and sells its products.

The FDA regulates dietary supplements under the Federal Food, Drug and
Cosmetic Act (the "FDCA"), which was amended in October 1994, by the Dietary
Supplement Health and Education Act of 1994 ("DSHEA"). DSHEA establishes a
statutory class of dietary supplements, including vitamins, minerals, herbs,
amino acids and other dietary substances for human use to supplement the diet,
as well as concentrates, metabolites, extracts or combinations of such dietary
ingredients. Under DSHEA, as amended, statements of "nutritional support" may
describe how particular dietary ingredients, or the mechanism of action by which
dietary ingredients, affect the structure, function or general well-being of the
body. These statements of nutritional support are permitted in dietary
supplement labeling, provided that, among other requirements, the company has
scientific substantiation that the statements are truthful and not misleading,
discloses that the statements have not been reviewed by the FDA and notifies the
FDA within 30 days that the statements are being used in dietary supplement
labeling. Statements of nutritional support may not make claims that the dietary
supplement is intended to cure, prevent or mitigate a disease or illness, which
claims would cause the FDA to consider the dietary supplement as an unapproved
new drug. The Company labels its products in a manner that is intended to comply
with the provisions of DSHEA; however, no assurance can be given that the FDA
will not take the position that a statement of nutritional used by the Company
is considered by the FDA to be a disease or illness claim. Failure to comply
with applicable FDA requirements can result in sanctions being imposed on the
Company or the manufacturers of its products, including warning letters, fines,
product recalls and seizures.

In February 1997, the FDA issued a proposed rule entitled "CGMP in
Manufacturing, Packing, or Holding Dietary Supplements," which proposes good
manufacturing practices specific to dietary supplements and dietary supplement
ingredients. This proposed rule, if finalized, would require at least some of
the quality control provisions contained in the GMPs for drugs. Such regulations
could, among other things, require the reformulation or discontinuance of
certain products, additional record keeping, warnings, notification procedures
and expanded documentation of the properties and manufacturing processes of
certain products and scientific substantiation regarding ingredients, product
claims, safety or efficacy.

Certain of the Company's products are classified as foods, which are
subject to the Nutrition Labeling and Education Act of 1990 (the "NLEA"). The
NLEA prohibits the use of any health claim for foods unless the health claim is
supported by significant scientific agreement and is either pre-approved by

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the FDA or the subject of substantial government scientific publications with
notification sent to the FDA. A substantial majority of the Company's products
are classified as dietary supplements under DSHEA.

The FTC exercises jurisdiction over the advertising of nutritional and
dietary supplements under the Federal Trade Commission Act. In November 1998,
the FTC published an advertising guideline for the dietary supplement industry
entitled "Dietary Supplements: An Advertising Guide for Industry." These
guidelines reiterate many of the policies regarding dietary supplements the FTC
has periodically announced over the years, particularly with respect to the
substantiation of claims made in advertising of dietary supplement products.

In the past several years, the FTC has instituted enforcement actions
against several dietary supplement companies alleging false and misleading
advertising of certain products. These enforcement actions have resulted in the
agreement to consent decrees and/or the payment of fines by certain of the
companies involved. The FTC continues to monitor advertising with respect to
dietary supplements and, accordingly, the Company from time to time receives
inquiries from the FTC with respect to the Company's advertising.

The Company is a party to a consent order which was signed by Weider
Health and Fitness in 1985, which governs certain advertising claims relating to
muscle building products. In addition, the Company entered into a consent decree
with the FTC effective November 2000 governing diet and weight loss claims and
certain disease, safety and comparative health benefit claims.

The Company's international operations are also subject to governmental
regulations in each of the countries in which the Company has operations or
sales or distributes products. These regulations may differ materially from
country to country and from those regulations of the United States, which may
result in additional costs and expenses to the Company due to the reformulation
or repackaging of certain products to meet different standards or regulations,
the imposition of additional record keeping requirements and expanded or
different labeling and scientific substantiation regulations. In addition,
governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into the market or prevent
or delay the introduction, or require the reformulation of certain of the
Company's products. The Company's distributors for those countries in which the
Company does not have direct operations generally control compliance with such
foreign governmental regulations. These distributors are independent contractors
over whom the Company has limited control.

See "Impact of Government Regulation on the Company's Operations"
and "Effect of Unfavorable Publicity" under "Factors Affecting Future
Performance" for additional information regarding government regulation.

INTELLECTUAL PROPERTY

The Company owns trademarks registered with the United States Patent
and Trademark Office or similar regulatory agencies in certain other
countries for its Schiff(R), Weider(R), American Body Building(TM), Tiger's
Milk(R), Multipower(R), Multaben and Venice Beach brands and certain of its
products, processes and slogans. The Company also has license rights for
other names material to its business and for the use of the Schiff(R),
Weider(R), American Body Building(TM), Tiger's Milk(R)these brand names in
certain countries outside of North America. The Company vigorously protects
its trademark and other intellectual property rights. The Company currently
has two patents and is pursuing patents for additional products or processes as
appropriate.

The Company relies on common law trademark rights to protect its
unregistered trademarks. Common law trademark rights do not provide the Company
with the same level of protection as afforded by a United States federal
registration of a trademark. In addition, common law trademark rights are
limited to the geographic area in which the trademark is actually used. The
Company registers certain of its trademarks in certain foreign jurisdictions
where the Company's products are sold or distributed. However,

9

the protection available in such jurisdictions may not be as extensive as the
protection available to the Company in the United States.

FACTORS AFFECTING FUTURE PERFORMANCE

DEPENDENCE ON SIGNIFICANT CUSTOMERS. The Company's largest customers
are Costco and Wal-Mart. These two customers accounted for approximately 39% and
38% respectively, of the Company's net sales for the fiscal years ended May 31,
2001 and 2000. The loss of either Costco or Wal-Mart as a customer, or a
significant reduction in purchase volume by Costco or Wal-Mart, could have a
material adverse effect on the Company's results of operations or financial
condition. The Company cannot assure you that Costco and/or Wal-Mart will
continue as major customers of the Company.

DEPENDENCE ON INDIVIDUAL PRODUCTS. Certain products and product
lines account for a significant amount of the Company's total revenues.
During fiscal year 2001, net sales for the Company's Schiff(R) Move Free(TM)
product line were approximately 26% of the Company's total net sales. The
Company cannot assure you that individual or groups of similar products
currently experiencing strong popularity and growth will maintain sales
levels over time.

DEPENDENCE ON NEW PRODUCTS. The Company believes its ability to grow in
its existing market is partially dependent upon its ability to introduce new and
innovative products into these markets. Although the Company seeks to introduce
additional products each year in its existing markets, the success of new
products is subject to a number of variables, including developing products that
will appeal to customers and comply with applicable regulations. The Company
cannot assure you that its efforts to develop and introduce innovative new
products will be successful or that customers will accept new products.

EFFECT OF UNFAVORABLE PUBLICITY. The Company believes that the
nutritional supplement market is affected by national media attention regarding
the consumption of nutritional supplements. The Company cannot assure you that
future scientific research or publicity will not be unfavorable to the
nutritional supplement market or any particular product, or inconsistent with
previous favorable research or publicity. Future reports of research that are
perceived as less favorable or that question such earlier research could have a
material adverse effect on the Company's business or financial results.

The Company believes its sales depend on consumer perceptions of the
safety, quality and efficacy of its products. Consumer perceptions are
influenced by national media attention regarding the Company's products and
other nutritional supplements that contain similar ingredients and/or make
similar nutritional claims. Future scientific research and publicity may be
unfavorable and may negatively impact our sales and results of operations.
See "Item 3--Legal Procedures" and "Product Liability and Availability of
Related Insurance" below.

Ma Huang, also known as ephedra, has been the subject of certain
adverse publicity relating to alleged harmful or adverse effects. See "Item
3--Legal Proceedings." The FDA has proposed regulations relating to the sale
of dietary supplements containing ephedra which, if adopted as proposed,
would require the Company to reformulate certain of its ephedra products,
prohibit certain ingredient combination products and preclude certain claims
relating to ephedra products. Comments from industry participants and
associations and inquiries from Committees of the United States Congress have
been filed with the FDA challenging the scientific and legal basis for the
proposed regulations. Additionally, the General Accounting Office reviewed
the FDA's proposed regulations and concluded that the FDA should obtain
better support for its proposed regulations. A number of state and local
governments also have proposed or passed legislation regulating or
prohibiting the sale of

10

ephedra products. The Company is not able to predict whether the FDA's proposed
regulations will become final or whether ephedra products will be subject to
further federal, state, local or foreign laws or regulations. Net sales of the
Company's ephedra products were approximately $9.7 million during fiscal 2001.
No assurance can be given that any future regulation and any resulting
reformulation, relabeling or change in the marketing of the Company's ephedra
products would not have a material adverse effect of the sale of the Company's
ephedra products or the Company's results of operations or financial condition.
See also "Product Liability and Availability of Related Insurance" below.

PRODUCT LIABILITY AND AVAILABILITY OF RELATED INSURANCE. As a
manufacturer and distributor of products designed to be ingested, the Company
faces an inherent risk of exposure to product liability claims. Similar to
many of our competitors, the Company has been and is currently named as a
defendant in product liability lawsuits regarding certain of its ephedra
products. See "Item 3--Legal Proceedings." The Company maintains product
liability insurance regarding its ephedra products that it believes is
customary in the industry. However, insurance carriers have significantly
increased costs for, and in many instances have discontinued, product
liability insurance for products containing ephedra. The Company's current
product liability coverage for ephedra products expires on August 31, 2001,
and the Company has received initial indication that such coverage will not
be renewed. Although the Company is investigating other insurance coverage
options, including self-insurance, no assurance can be given that the Company
will be able to obtain product liability insurance coverage for its ephedra
products or, if available, that such coverage will be available at a
reasonable cost or adequate to cover liabilities. The absence of product
liability insurance may have an adverse impact on the Company's financial
condition or operating results.

IMPACT OF GOVERNMENT REGULATION ON THE COMPANY'S OPERATIONS. The
Company's operations, properties and products are subject to regulation by
various foreign, federal, state and local government entities and agencies,
particularly the FDA and FTC. See "Government Regulation." Among other matters,
such regulation is concerned with statements and claims made in connection with
the packaging, labeling, marketing and advertising of the Company's products.
The governmental agencies have a variety of processes and remedies available to
them, including initiating investigations, issuing warning letters and cease and
desist orders, requiring corrective labeling or advertising, requiring consumer
redress, seeking injunctive relief or product seizure, imposing civil penalties
and commencing criminal prosecution.

As a result of the Company's efforts to comply with applicable statutes
and regulations, the Company from time to time has reformulated, eliminated or
relabeled certain of its products and revised certain aspects of its sales,
marketing and advertising programs. For example, the Company was required to
transition the name of its Schiff(R) Pain Free(TM) product line to Schiff(R)
Move Free(TM) during fiscal 2001 to comply with new regulations published by the
FDA in January 2000.

The Company may be subject in the future to additional laws or
regulations administered by federal, state or foreign regulatory authorities,
the repeal or amendment of laws or regulations which the Company considers
favorable, such as DSHEA, or more stringent interpretations of current laws
or regulations. See "Effect of Unfavorable Publicity" above. The Company is
unable to predict the nature of such future laws, regulations,
interpretations or applications, nor can the Company predict what effect
additional governmental regulations or administrative orders, when and if
promulgated, would have on the Company's business in the future. Such future
laws and regulations could, however, require the reformulation of certain
products to meet new standards, the recall or discontinuance of certain
products that cannot be reformulated, the imposition of additional
recordkeeping requirements, expanded documentation of product efficacy, and
expanded or modified labeling and scientific substantiation. Any or all of
such requirements could have a material adverse effect on the Company's
results of operations and financial condition.

11

RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS. The
Company's borrowing arrangements impose upon the Company certain financial and
operating covenants, including, among others, requirements that the Company
maintain certain financial ratios and satisfy certain financial tests,
limitations on capital expenditures and restrictions or limitations on the
Company's ability to incur debt, pay dividends or take certain other corporate
actions, all of which may restrict the Company's ability to expand or to pursue
its business strategies. Changes in economic or business conditions, results of
operations or other factors could in the future cause a violation of one or more
covenants in the Company's debt instruments.

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS. As a result of the
Company's acquisition of Haleko in July 1998, the Company's international sales
have increased substantially over historical levels. Approximately 36% of the
Company's net sales for fiscal 2001 were generated outside the United States.
Operating in international markets exposes the Company to certain risks,
including, among other things, changes in or interpretations of foreign
regulations that may limit the Company's ability to sell certain products or
repatriate products to the United States, foreign currency fluctuations, the
potential imposition of trade or foreign exchange restrictions or increased
tariffs and political instability. As the Company's international operations
continue to grow, these and other risks associated with international operations
are likely to increase.

AVAILABILITY OF RAW MATERIALS. The Company obtains all of its raw
materials for the manufacture of its products from third parties. The Company
cannot assure you that suppliers will provide the raw materials the Company
needs in the quantities requested, at a price the Company is willing to pay; or
that meet the Company's quality standards. Any significant delay in or
disruption of the supply of raw materials could, among other things,
substantially increase the cost of such materials, require reformulation or
repackaging of products, require the qualification of new suppliers; or result
in the Company's inability to meet customer demands for certain products. The
occurrence of any of the foregoing could have a material adverse effect on the
Company's results of operations or financial condition.

CONTROL BY PRINCIPAL STOCKHOLDER. Weider Health and Fitness owns all of
the outstanding shares of Class B Common Stock of the Company representing
approximately 94% of the aggregate voting power of all outstanding shares of the
Company's common stock. Weider Health and Fitness is in a position to exercise
control over the Company and to determine the outcome of all matters required to
be submitted to stockholders for approval (except as otherwise provided by law
or by the Company's amended and restated certificate of incorporation or amended
and restated bylaws) and otherwise to direct and control the operations of the
Company. Accordingly, the Company cannot engage in any strategic transactions
without the approval of Weider Health and Fitness.

GOODWILL AND INTANGIBLE ASSETS. The Company's acquisitions have
resulted in significant goodwill and other intangible assets. At May 31, 2001,
goodwill and intangible assets, net, amounted to approximately $43.6 million. In
the event of any sale or liquidation of a portion of the Company's assets, there
can be no assurance that the value of the intangible assets will be realized.

12

ITEM 2. PROPERTIES

At May 31, 2001, the Company owned or leased the following facilities:

(1) The Company has several small sales and administrative offices primarily
located in Germany.

ITEM 3. LEGAL PROCEEDINGS

In December 2000, the Company was named as a defendant in Long v.
Weider Nutrition Group, Inc. et. al. filed in Delaware state court. The lawsuit
alleges that consumption of a product of the Company containing ephedrine caused
a heart attack resulting in the death of Mr. Long. The Company disputes the
allegations and is opposing the lawsuits. The Company has tendered the matter to
its insurance carrier which has assumed defense of the matter.

In April 2001, the Company was named as a defendant in Garcia, Speeter,
Marotti, et. al. v. Metabolife International, Weider Nutrition International,
et. al. filed in Nevada state court. The lawsuit alleges that the various
plaintiffs were each separately caused injuries and damages after consuming
products containing ephedrine manufactured or sold by the various respective
defendants. The Company disputes the allegations and is opposing the lawsuits.
The Company has tendered the matter to its insurance carrier which has assumed
defense of the matter.

The Company believes that, after taking into consideration the
Company's insurance coverage, such lawsuits, if successful, would not have a
material adverse effect on the Company's financial condition. However, one or
more large punitive damage awards, which are generally not covered by insurance,
could have a material adverse effect on the Company's financial condition. The
Company cannot assure you that it will not be subject to further private civil
actions with respect to its ephedrine products or that product liability
insurance will continue to be available at a reasonable cost, or if available,
will be adequate to cover liabilities. See "Factors Affecting Future
Performance--Ephedra Products/Availability of Product Liability Insurance
Coverage" under Item 1 for additional information.

From time to time, the Company is involved in other claims, legal
actions and governmental proceedings that arise from the Company business
operations. Although ultimate liability cannot be determined at the present
time, the Company believes that any liability resulting from these matters, if
any, after taking into consideration the Company's insurance coverage, will not
have a material adverse effect on the Company's financial position or cash
flows.

13

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the vote of security holders during the
fourth quarter of fiscal 2001.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Class A common stock is traded on the New York Stock
Exchange under the symbol "WNI."

The high and low closing prices of the Company's Class A common stock
for each quarter of fiscal 2001, 2000 and 1999, respectively, are set forth
below:

The Company paid an annual dividend of $0.15 per share (quarterly
dividend of $0.0375 per share) for fiscal 2001, 2000 and 1999. In addition, the
Company paid a quarterly dividend of $0.0375 per share subsequent to year end.
The dividend was declared to be payable on June 20, 2001 to holders of all
classes of common stock of record at the close of business on June 12, 2001. The
Company's Board of Directors will determine dividend policy in the future based
upon, among other things, the Company's results of operations, financial
condition, contractual restrictions and other factors deemed relevant at the
time. In addition, the Company's credit agreement entered into with Bankers
Trust Company, effective June 30, 2000, contains certain customary financial
covenants that may limit the Company's ability to pay dividends on its common
stock (See Note 7 to the Consolidated Financial Statements). Accordingly, there
can be no assurance that the Company will be able to sustain the payment of
dividends in the future.

The closing price of the Company's Class A common stock on August 3,
2001 was $2.05. The approximate number of stockholders of record on August 3,
2001 was 344.

In connection with entering into the Company's domestic senior credit
facility, on June 30, 2000 the Company entered into a $10.0 million senior
subordinated loan agreement (the "Subordinated Loan") with Wynnchurch Capital
Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. (collectively,
"Wynnchurch"). As part of the Subordinated Loan transaction, the Company issued
to Wynnchurch warrants to purchase up to 1,174,955 shares of the Company's Class
A common stock at an exercise price of $0.01 per share, subject to certain
customary antidilution provisions. Wynnchurch exercised the warrants in July
2000. The securities were not registered under the

14

Securities Act of 1933, as amended (the "Act"), in reliance under the exemption
set forth in Section 4(2) of the Act.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated financial data as of, and for the
fiscal years ended May 31, 1997 through May 31, 2001 have been derived from the
Company's consolidated financial statements, which have been audited by Deloitte
& Touche LLP, independent auditors. The financial data should be read in
conjunction with the consolidated financial statements and notes thereto,
included elsewhere in this Annual Report on Form 10-K. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(1) During fiscal 1998, the Company adopted SFAS No. 128, "Earnings Per Share."
Earnings per share amounts for fiscal 1997 have been restated to conform to the
requirements of SFAS No. 128.

(2) Working capital at May 31, 1999 excludes $98,654 of debt extended and
refinanced in June 2000 under the Company's credit facility (See Note 7 to the
Consolidated Financial Statements). Including such amount, working capital
(deficit) amounts to $(19,653) at May 31, 1999.

15

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
APPEARING ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

OVERVIEW

The Company develops, manufactures, markets, distributes and sells
branded and private label vitamins, nutritional supplements and sports nutrition
products in the United States and throughout the world. Net income (loss) for
the fiscal years ended May 31, 2001, 2000 and 1999 amounted to $.2 million, $1.1
million and $(8.8) million, respectively. The Company's operating results for
fiscal 2001 were negatively affected by an industry slow down, increased
competitive pressures and a significant increase in selling and marketing
related costs. The Company's operating results for fiscal 2000 and 1999 were
negatively affected by several strategic initiatives that were initially and/or
primarily implemented during this two-year period. These initiatives included,
among others, organizational changes and upgrading management systems (including
senior management changes), the decision to reduce domestic SKUs by over
two-thirds, the refinement of the Company's growth and business strategies
designed to focus on its primary brands and customers, including the
introduction of an enhanced marketing plan resulting in increased selling,
promotion and marketing costs, the expansion of the Company's international
operations primarily from the acquisition of Haleko, the closing of the
Company's capsule and tablet manufacturing facility in California and the
limitation of contract manufacturing (private label) business to select
customers that otherwise carry the Company's brands and certain other
initiatives.

Certain factors affecting fiscal 2001 results as well as the
previous implementation of strategic initiatives and the refinement of the
Company's growth and business strategies are ongoing considerations and
processes. While the focus of these considerations is to improve future
profitability, no assurance can be given that decisions made by the Company
relating to these initiatives will not adversely affect the Company's
financial condition and results of operations.

The Company experienced a decrease in net sales in fiscal 2001 while
recognizing an increase in fiscal years 2000 and 1999. Net sales were $352.8
million, $364.7 million and $335.5 million for fiscal years 2001, 2000 and
1999, respectively. The decline in fiscal year 2001 sales resulted primarily
from domestic industry slowdown, lower than expected new product sales and
private label and other competitive factors. The Company's growth in the
prior two fiscal years was a result of increased demand for the Company's
products, including the growth in Schiff(R) Move Free(TM) sales and the
Company's increased penetration of the mass market distribution channel.

16

The following table shows selected items as reported and as a
percentage of net sales for the years indicated:

RESULTS OF OPERATIONS

FISCAL 2001 COMPARED TO FISCAL 2000

NET SALES. Net sales for the fiscal year ended May 31, 2001 decreased
$11.9 million, or 3.3%, to $352.8 million from $364.7 million for the fiscal
year ended May 31, 2000. The following table shows comparative net sales results
categorized by distribution channel as reported and as a percentage of net sales
(dollars in thousands):

Sales to mass market customers (including food, drug, mass, club and
convenience stores) decreased approximately 1.8% to $177.7 million in fiscal
2001 from $180.9 million in fiscal 2000. The decrease in sales to mass market
customers was primarily the result of decreased sales to existing accounts of
certain leading branded products, including Schiff(R) Move Free(TM). Gross sales
of the Company's Schiff(R) Move Free(TM) products amounted to $96.0 million for
fiscal 2001 compared to $111.3 million for fiscal 2000. The decrease in
Schiff(R) Move Free(TM) sales resulted primarily from an industry slowdown and
promotional timing considerations as well as private label and other competitive
factors.

Sales to health food stores decreased approximately 36.2% to $22.1
million for fiscal 2001 from $34.6 million for fiscal 2000. The decrease in
sales to health food stores resulted primarily from reduced branded and private
label sales volume with GNC, the Company's most significant health food
retailer. Sales to health clubs and gyms remained relatively constant for fiscal
2001 and 2000.

17

Sales to international markets increased 4.5% to $128.2 million for the
year ended May 31, 2001 from $122.6 million for the year ended May 31, 2000. The
increased sales volume was primarily due to sportswear sales growth in the
Company's European operations.

The Company's two largest customers accounted for approximately 39%
of the Company's aggregate net sales for the year ended May 31, 2001 and 38% for
the year ended May 31, 2000.

GROSS PROFIT. Gross profit decreased approximately $1.4 million, or
1.0%, to $135.9 million for the year ended May 31, 2001 from $137.3 million for
the year ended May 31, 2000. Gross profit, as a percentage of net sales, was
38.5% for the year ended May 31, 2001 compared to 37.6% for the year ended May
31, 2000. The increase in the gross profit percentage resulted primarily from
operating efficiencies, improved net raw material costing and reduced credits
for returned products, partially offset by a significant decrease in gross
margins on European sportswear sales and lower gross margins on private label
sales. The lower gross margins on sportswear sales were primarily attributable
to continued growth in department stores where pricing is much more competitive
than the typical health club and gym channel.

OPERATING EXPENSES. Total operating expenses, including litigation
settlement income and certain severance, recruiting, reorganization and plant
consolidation costs, remained relatively constant at $123.5 million for fiscal
2001 compared to $123.8 million for fiscal 2000. During fiscal 2001, the Company
completed the consolidation of beverage manufacturing to its South Carolina
facility. In conjunction with the closing of the Company's Las Vegas, Nevada
beverage facility, the Company recognized approximately $0.6 million in net
consolidation and transition related costs. Also, during fiscal 2001, the
Company received $3.6 million from the settlement of litigation. During fiscal
2000 the Company continued its initiative for organizational changes and
upgrading of management systems (including senior management changes) that
resulted in approximately $4.3 million of costs incurred during the year.
Excluding these charges for the respective periods, operating expenses increased
$6.9 million, or 5.8%, during fiscal 2001 compared to fiscal 2000 primarily due
to increased selling and marketing expenses.

Selling and marketing expenses, including sales, marketing,
advertising, freight and other costs, increased approximately 6.6% to $88.7
million for fiscal 2001 from $83.1 million for fiscal 2000. The increase in
selling and marketing expenses is primarily attributable to incremental
marketing and promotional costs for retail sell-through and to support the
Company's brand building initiatives, and counter private label and other
competitive pressures. The Company expects the trend for increased selling and
marketing expenses, as a percentage of sales, to continue in future years.

General and administrative expenses increased approximately 2.3% to
$28.8 million for the year ended May 31, 2001, compared to $28.2 million for
the year ended May 31, 2000. The increase resulted primarily from an increase
in certain international information systems and personnel related costs.

OTHER EXPENSE. Other expense, net, amounted to $13.0 million for the
year ended May 31, 2001, compared to $11.3 million for the year ended May 31,
2000. The net increase of approximately $1.7 million resulted primarily from
the recognition of a securities impairment loss of approximately $2.2 million
which was partially offset by a decrease in interest costs associated with a
lower overall effective borrowing rate.

INCOME TAXES. Provision for income taxes amounted to a $0.8 million
benefit for the year ended May 31, 2001 compared to a tax expense of $1.1
million for the year ended May 31, 2000. The decrease resulted primarily from a
pre-tax loss for fiscal 2001 in comparison to pre-tax earnings for fiscal 2000
and the net effect of tax rate difference for the Company's domestic and
international operations.

18

FISCAL 2000 COMPARED TO FISCAL 1999

NET SALES. Net sales for the fiscal year ended May 31, 2000 increased
$29.2 million, or 8.7%, to $364.7 million from $335.5 million for the fiscal
year ended May 31, 1999. The following table shows comparative net sales results
categorized by distribution channel as reported and as a percentage of net sales
for the fiscal years indicated (dollars in thousands):

Sales to mass market customers increased approximately 19.0% to $180.9
million in fiscal 2000 from $152.0 million in fiscal 1999. The increase in sales
to mass market customers was primarily the result of increased sales to existing
accounts of certain leading branded products, including Schiff(R) Pain
Free(TM)/Move Free(TM), offset by reduced volumes of certain other branded
products primarily due to the Company's SKU reduction program and a temporary
delay in the expected introduction of new products (primarily during the first
nine months of fiscal 2000). Gross sales of the Company's Schiff(R) Pain
Free(TM)/Move Free(TM) products amounted to $111.3 million for fiscal 2000,
compared to $71.1 million for fiscal 1999.

Sales to health food stores decreased approximately 38.3% to $34.6
million for fiscal 2000 from $56.2 million for fiscal 1999. Sales to health
clubs and gyms decreased approximately 10.6% to $22.3 million for fiscal 2000
from $25.0 million for fiscal 1999. The decrease in sales resulted primarily
from the Company's increased focus on the mass market distribution channel as
well as a temporary delay in the introduction of new products into the health
food, and health club and gym distribution channels. Gross sales of new
products, including line extensions, amounted to approximately $10.4 million for
fiscal 2000, compared to approximately $29.8 million for fiscal 1999.

Sales to international markets increased 37.5% to $122.6 million for
the year ended May 31, 2000 from $89.2 million for the year ended May 31, 1999.
The increase in sales to international markets resulted primarily from the
Company's acquisition of Haleko in July 1998 and the growth in Haleko's
sportswear business. Haleko's net sales amounted to $105.1 million and $73.4
million, respectively, for the years ended May 31, 2000 and May 31, 1999. The
Company's financial results for fiscal 2000 included Haleko's operating results
for an entire year (compared to ten months included in fiscal 1999).

Contract manufacturing (private label) sales volume decreased
approximately 95.5% to $0.4 million for fiscal 2000 from $8.5 million for fiscal
1999. The decrease in contract manufacturing sales is consistent with the
Company's decision to limit contract manufacturing business to select customers
that otherwise carry the Company's brands. Private label business for customers
that otherwise carry the Company's brands are included in the net sales amounts
for the distribution channel applicable to such customer.

The Company's two largest customers accounted for approximately 38%
of the Company's aggregate net sales for the year ended May 31, 2000 and 31% for
the year ended May 31, 1999.

GROSS PROFIT. Gross profit increased approximately 20.0% to $137.3
million for the year ended May 31, 2000 from $114.4 million for the year
ended May 31, 1999. Gross profit, as a percentage of net sales, was 37.6% for
the year ended May 31, 2000, compared to 34.1% for the year ended May 31,
1999. The increase in the gross profit percentage resulted primarily from a
change in domestic sales mix, efficiencies from consolidation of the
Company's capsule and tablet

19

manufacturing facilities, increased higher margin international sales,
reduced credits for returned products and decreased inventory related costs.

OPERATING EXPENSES. Total operating expenses, including certain
severance, recruiting and reorganization costs, increased approximately 4.5%
to $123.8 million for fiscal 2000 from $118.5 million for fiscal 1999. During
fiscal 2000, the Company continued its initiative for organizational changes
and upgrading of management systems (including senior management changes)
that resulted in approximately $4.3 million of costs incurred during the
year. During fiscal 1999, the Company recognized, in aggregate, approximately
$12.3 million in charges, relating to the consolidation of capsule and tablet
manufacturing to its Utah facility, severance costs related to the departure
of a former CEO and the termination of approximately twenty employees and
other inventory charges resulting from charitable contributions and excess
labels, packaging and discontinuation of certain SKUs to comply with DSHEA
product labeling requirements effective March 1999. Excluding these charges
for the respective periods, operating expenses increased $13.3 million, or
12.6%, during fiscal 2000 in comparison to fiscal 1999 primarily due to
increased selling and marketing expenses.

Selling and marketing expenses, including sales, marketing,
advertising, freight and other costs, increased approximately 18.6% to $83.1
million for fiscal 2000 from $70.1 million for fiscal 1999. The increase in
selling and marketing expenses resulted primarily from the acquisition of
Haleko, increased advertising and promotion costs associated with the Company's
brand building initiatives and personnel costs required to handle higher sales
volumes.

General and administrative expenses remained constant at $28.2 million
for the years ended May 31, 2000 and 1999.

OTHER EXPENSE. Other expense, net, amounted to $11.3 million for the
year ended May 31, 2000, compared to $10.0 million for the year ended May 31,
1999. The net increase of approximately $1.3 million resulted primarily from
increased fees and interest costs associated with extending the maturity date
of the previous credit facility, together with a higher overall effective
borrowing rate.

INCOME TAXES. Provision for income taxes amounted to $1.1 million for
the year ended May 31, 2000, compared to a tax benefit of $5.2 million for the
year ended May 31, 1999. The income tax expense resulted primarily from
realization of pre-tax earnings for fiscal 2000 in comparison to a pre-tax loss
for fiscal 1999. Effective tax rate changes result primarily from tax rate
differences for the Company's domestic and international operations.

LIQUIDITY AND CAPITAL RESOURCES

Effective June 30, 2000, the Company and its domestic subsidiaries
entered into a new $90.0 million senior credit facility (the "New Credit
Facility") with Bankers Trust Company. The New Credit Facility replaced the
Company's previous credit facility, which consisted of a revolving line of
credit that expired on June 30, 2000.

The New Credit Facility is comprised of an amortizing $30.0 million
term loan and a $60.0 million revolving loan. Under the revolving loan, the
Company may borrow up to the lesser of $60.0 million or the sum of (i) 85% of
eligible accounts receivable and (ii) the lesser of $30.0 million or 65% of the
eligible inventory. The New Credit Facility contains customary terms and
conditions, including, among others, financial covenants regarding minimum cash
flows and limitations on indebtedness and the Company's ability to pay dividends
under certain circumstances. The obligations of the Company under the New Credit
Facility are secured by a first priority lien on all owned or acquired tangible
and intangible assets of the Company and its domestic subsidiaries. The New
Credit Facility is being used to fund the normal working capital and capital
expenditure requirements of the Company. At the inception of the New Credit
Facility, the Company borrowed approximately $64.8 million (together with the
proceeds from the subordinated loan discussed below) to repay

20

in full its outstanding obligation under the previous credit facility and
related financing costs of the New Credit Facility.

Concurrently with the New Credit Facility, on June 30, 2000, the
Company entered into a $10.0 million senior subordinated loan agreement (the
"Subordinated Loan"). The Subordinated Loan contains customary terms and
conditions, including, among others, financial covenants regarding minimum cash
flows and limitations on indebtedness and the Company's ability to pay dividends
under certain circumstances.

The Company had working capital of approximately $45.3 million at May
31, 2001, compared to $41.0 million at May 31, 2000. The increase in working
capital resulted primarily from increased inventories partially offset by a
decrease in receivables. Current inventories increased $8.9 million during the
year ended May 31, 2001. The increase in inventories was primarily attributable
to the timing of a shipment to a significant customer, an increase in private
label inventories and higher raw material amounts. The decrease in receivables
was primarily attributable to lower sales in the fourth quarter of fiscal 2001
as compared to the fourth quarter of fiscal 2000.

During fiscal 2001, the Company's aggregate current and long-term
debt decreased approximately $6.5 million (excluding $3.0 million in
unamortized original issue discount costs) to $76.4 million at May 31, 2001,
primarily as a result of the sale of the Company's powders manufacturing
facility. Aggregate borrowings under the Company's U.S. based and Germany
based revolving credit facilities (See Note 7 to the Consolidated Financial
Statements) amounted to $21.7 million and $14.6 million, respectively, at
May 31, 2001.

The Company expects to fund its long-term capital requirements for
the next twelve months through the use of operating cash flow supplemented as
necessary by borrowings under both the New Credit Agreement and Haleko's
approximate $18.2 million secured credit facility. The Company also from time
to time may evaluate strategic acquisitions as the nutritional supplements
industry continues to consolidate. The funding of future acquisitions, if
any, may require other debt financing or the issuance of additional equity.
There can be no assurance such financing will be available on beneficial
terms, if at all.

The Company paid an annual dividend of $0.15 per share (quarterly
dividend of $0.0375 per share) for fiscal 2001. In addition, the Company paid a
quarterly dividend of $0.0375 per share subsequent to year end. The dividend was
declared to be payable on June 20, 2001 to holders of all classes of common
stock of record at the close of business on June 12, 2001. The Company's Board
of Directors will determine dividend policy in the future based upon, among
other things, the Company's results of operations, financial condition,
contractual restrictions and other factors deemed relevant at the time. In
addition, the New Credit Agreement contains certain customary financial
covenants that may limit the Company's ability to pay dividends on its common
stock. Accordingly, there can be no assurance that the Company will be able to
sustain the payment of dividends in the future.

IMPACT OF INFLATION

The Company has historically been able to pass inflationary increases
for raw materials and other costs onto its customers through price increases and
anticipates that it will be able to continue to do so in the future. However,
there can be no assurance that the Company will be able to pass inflationary
increases onto its customers.

SEASONALITY

The Company's business is seasonal, with lower sales typically realized
during the first and second fiscal quarters and higher sales typically realized
during the third and fourth fiscal quarters. The Company believes

21

such fluctuations in sales are the result of greater marketing and promotional
activities toward the end of each fiscal year, customer buying patterns, and
consumer spending patterns related primarily to the consumers' interest in
achieving personal health and fitness goals after the beginning of each new
calendar year and before the summer fashion season.

Furthermore, as a result of changes in product sales mix and other
factors, as discussed above, the Company experiences fluctuations in gross
profit and operating margins on a quarter-to-quarter basis.

RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2000, the Financial Accounting Standards Board ("FASB") issued
Emerging Issues Task Force No.00-14 ("EITF 00-14"), "Accounting for Certain
Sales Incentives." EITF 00-14 addresses the recognition, measurement and
income statement classification for certain sales incentives. The types of
sales incentives included in this issue are offers by the Company to
retailers, distributors or end consumers that are exercisable after a single
exchange transaction in the form of price reductions, coupons, rebate offers,
or free products delivered on the same date as the underlying exchange
transaction. Effective June 1, 2001, the Company adopted those provisions of
EITF 00-14 where consensus was reached by the FASB. Accordingly, the "cost"
of certain sales incentives previously recognized in the Company's financial
statements as operating expenses will be reclassified as reductions in net
sales and/or increases in cost of goods sold. The adoption of EITF 00-14 will
not materially impact the Company's overall results of operations.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations."
SFAS No. 141 eliminates the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. Management does not believe
that SFAS No. 141 will have a material impact on the Company's consolidated
financial statements.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which supercedes APB No. 17, "Intangible Assets." SFAS No.
142 establishes accounting and reporting standards for goodwill and other
intangible assets. SFAS No. 142, which includes the requirements to test
goodwill and intangible assets with indefinite lives for impairment rather than
amortize them, is effective for the Company's financial statements as of June 1,
2002. The Company has not determined the impact of adopting SFAS No. 142 on the
consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion involves forward-looking statements of market
risk which assume for analytical purposes that certain adverse market conditions
may occur. Actual future market conditions may differ materially from such
assumptions. Accordingly, the forward-looking statements should not be
considered projections by the Company of future events or losses.

The Company's cash flows and net earnings are subject to fluctuations
resulting from changes in interest rates and foreign exchange rates. The Company
currently is not party to any significant derivative instruments and its current
policy does not allow speculation in derivative instruments for profit or
execution of derivative instrument contracts for which there are no underlying
exposure. The Company does not use financial instruments for trading purposes.

The Company measures its market risk, related to its holdings of
financial instruments, based on changes in interest rates utilizing a
sensitivity analysis. The Company does not believe that a hypothetical 10%
change in interest rates would nave a material effect on the Company's pretax
earnings or cash flows.

22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data for the Company are on the
following pages F-1 through F-26.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

23

WEIDER NUTRITION INTERNATIONAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report....................................... F-2

Consolidated Balance Sheets at May 31, 2001 and 2000............... F-3

Consolidated Statements of Operations, Years Ended
May 31, 2001, 2000 and 1999........................................ F-4

Consolidated Statements of Stockholders' Equity,
Years Ended May 31, 2001, 2000 and 1999............................ F-5

Consolidated Statements of Cash Flows, Years
Ended May 31, 2001, 2000 and 1999.................................. F-6

Notes to Consolidated Financial Statements......................... F-8

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Weider Nutrition International, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Weider Nutrition
International, Inc. and subsidiaries (collectively, the "Company") as of May 31,
2001 and 2000, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended May 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Weider Nutrition International,
Inc. and subsidiaries at May 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
May 31, 2001 in conformity with accounting principles generally accepted in the
United States of America.

DELOITTE & TOUCHE LLP

Salt Lake City, Utah
August 20, 2001

F-2

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MAY 31, 2001 AND 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

See notes to consolidated financial statements.

F-3

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

See notes to consolidated financial statements.

F-4

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(DOLLARS IN THOUSANDS)

See notes to consolidated financial statements.

F-5

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(DOLLARS IN THOUSANDS)

F-6

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(DOLLARS IN THOUSANDS)

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In connection with the acquisitions summarized in Note 2, the Company assumed
liabilities as follows:

(Concluded)

See notes to consolidated financial statements.

F-7

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

1. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION--The consolidated financial statements
include the accounts of Weider Nutrition International, Inc. and its wholly-
owned subsidiaries (collectively, the "Company"). The Company is a
majority-owned subsidiary of Weider Health and Fitness ("WHF"). All significant
intercompany accounts and transactions have been eliminated.

WHF is the owner of the 15,687,432 shares of Class B common stock. Each
holder of Class B common stock is entitled to ten votes per share on all matters
presented to a vote of stockholders, including the election of directors.

DESCRIPTION OF BUSINESS--The Company develops, manufactures, markets,
distributes and sells branded and private label vitamins, nutritional
supplements and sports nutrition products in the United States and throughout
the world. The Company offers a broad range of capsules and tablets, powdered
drink mixes, bottled beverages and nutrition bars. The Company markets its
branded nutritional supplement products, both domestically and internationally,
through mass market, health foods store and health club and gym distribution
channels. The Company also markets a line of sportswear in Europe, primarily in
Germany.

USE OF ESTIMATES AND ASSUMPTIONS IN PREPARING FINANCIAL
STATEMENTS--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of sales and expenses during the reporting period. Such
estimates include, among others, valuation of inventories, allowances for
doubtful accounts and sales returns, valuation of deferred tax assets and
recoverability of long-lived assets. Actual results could differ from the
estimates.

CASH EQUIVALENTS--Cash equivalents include highly liquid investments
with an original maturity of three months or less.

INVENTORIES--Inventories are stated at the lower of cost (on a
first-in, first-out basis) or market.

INVESTMENT IN AVAILABLE-FOR-SALE SECURITIES--During fiscal 1999, the
Company invested in certain "available-for-sale" equity securities with an
original cost of $4,998. The Company accounts for these equity securities in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 115,
whereby the securities are recorded at fair value with the accompanying
unrealized holding gains (losses), net of income tax effects, included as a
separate component of stockholders' equity. During fiscal 2001, the Company
determined that an "other-than-temporary" valuation impairment of the equity
securities had occurred. Accordingly, the Company adjusted its basis in the

F-8

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

equity securities to $2,821 and recognized a pre-tax impairment loss of $2,177
in the accompanying financial statements. At May 31, 2001, unrealized losses of
$769, net of income tax benefits of $513, were included in other accumulated
comprehensive loss in the accompanying financial statements.

PROPERTY AND EQUIPMENT--Property and equipment are stated at cost less
accumulated depreciation. Depreciation and amortization expense was $7,391
(2001), $7,633 (2000) and $7,708 (1999), computed primarily using the
straight-line method over the estimated useful lives of 31 to 50 years for
buildings, 2 to 10 years for furniture and equipment and 3 to 16 years for
leasehold improvements.

INTANGIBLE ASSETS--Intangible assets are stated at cost and amortized
using the straight-line method over the estimated useful lives of the assets as
follows:

Cost in excess of fair value of net assets acquired 10-35 years
Patents and trademarks 10-20 years
Noncompete agreements 5 years

The Company evaluates the economic factors for determining requisite
recovery periods for intangible assets on a case-by-case basis.

LONG-LIVED ASSETS--The Company evaluates the carrying value of
long-term assets based upon current and anticipated undiscounted cash flows, and
recognizes an impairment when such estimated cash flows will be less than the
carrying value of the asset. Measurement of the amount of impairment, if any, is
based upon the difference between carrying value and fair value. During fiscal
1999, the Company recognized an impairment of certain intangible assets in the
amount of $535.

INCOME TAXES--The Company records in its balance sheet deferred income
tax liabilities and assets for temporary differences in the basis of assets and
liabilities as reported for financial statement purposes and income tax
purposes. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

Provision for federal income taxes is not provided on the unremitted
earnings of foreign subsidiaries since it has been the practice and is the
intention of the Company to continue to reinvest these earnings in the
businesses outside the United States.

REVENUE RECOGNITION--Sales are recognized in accordance with Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements,"
which the Company adopted March 1, 2001. SAB 101 did not change previous revenue
recognition rules, but rather, addresses and clarifies existing rules and their
application. SAB 101 states that revenue generally is realized or realizable and
earned when all of the following criteria are

F-9

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred
or services have been rendered; (3) the seller's price to the buyer is fixed or
determinable; and, (4) collectibility is reasonably assured. The adoption of SAB
101 did not have a material impact on the Company's financial statements.

Net sales represent products at gross sales price, less estimated
returns and allowances for which provisions are made at the time of sale and
less certain other discounts, rebates, allowances, etc. that are accounted for
as a reduction from gross sales.

The Company's two largest customers accounted for approximately 39%,
38% and 31%, respectively, of net sales in fiscal 2001, 2000 and 1999. At May
31, 2001 and 2000, amounts due from these customers represented approximately
23% and 35%, respectively, of total trade accounts receivable.
The Company's Schiff(R) Move Free(TM) product line accounted for 26%, 29% and
20% of net sales for fiscal 2001, 2000 and 1999, respectively.

STOCK-BASED COMPENSATION--SFAS No. 123, "Accounting for Stock-Based
Compensation", requires expanded disclosures of stock-based compensation
arrangements with employees. The Company discloses the effect of SFAS No. 123 on
a proforma basis and continues to follow Accounting Principles Board ("APB")
Opinion No. 25 (as permitted by SFAS No. 123) as it relates to stock based
compensation. The required disclosure of the effects of SFAS No. 123 are
included in Note 9.

NET INCOME (LOSS) PER SHARE--Net income (loss) per share is computed by
both the basic and diluted methods. Basic net income (loss) per share is
computed using the weighted average number of common shares outstanding. Diluted
net income (loss) per share is computed using the weighted average number of
common shares and potentially diluted common shares outstanding during the
period. Potentially dilutive common shares consist of common stock options and
performance units (Note 9). Common stock options and performance units were
antidilutive during fiscal 1999 and, accordingly, were not included in the
computation of diluted net loss per share.

FINANCIAL INSTRUMENTS--The Company's financial instruments, when valued
using market interest rates, would not be materially different from the amounts
presented in the consolidated financial statements.

FOREIGN CURRENCY TRANSLATION--The Company considers local currency
as the functional currency for its foreign operations. All assets and
liabilities are translated at period-end exchange rates and all statement of
operations amounts are translated using average monthly rates. At May 31,
2001, unrealized foreign currency translation losses of $5,095, net of income
tax benefits of $2,699, were included in other accumulated comprehensive loss
in the accompanying financial statements.

HEDGING ACTIVITIES--During fiscal 2001, the Company adopted SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards for derivative instruments
and hedging activities. It requires the Company to recognize all derivatives
as

F-10

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

either assets or liabilities in the balance sheet and measure those instruments
at fair value. The adoption of SFAS No. 133 did not have a material impact on
the Company's consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS--In May 2000, the Financial
Accounting Standards Board ("FASB") issued Emerging Issues Task Force No.00-14
("EITF 00-14"), "Accounting for Certain Sales Incentives." EITF 00-14 addresses
the recognition, measurement and income statement classification for certain
sales incentives. The types of sales incentives included in this issue are
offers by the Company to retailers, distributors or end consumers that are
exercisable after a single exchange transaction in the form of price reductions,
coupons, rebate offers, or free products delivered on the same date as the
underlying exchange transaction. Effective June 1, 2001, the Company adopted
those provisions of EITF 00-14 where consensus was reached by the FASB.
Accordingly, the "cost" of certain sales incentives previously recognized in the
Company's financial statements as operating expenses will be reclassified as
reductions in net sales and/or increases in cost of goods sold. The adoption of
EITF 00-14 will not materially impact the Company's overall results of
operations.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations."
SFAS No. 141 eliminates the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. Management does not believe
that SFAS No. 141 will have a material impact on the Company's consolidated
financial statements.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which supercedes APB No. 17, "Intangible Assets." SFAS No.
142 establishes accounting and reporting standards for goodwill and other
intangible assets. SFAS No. 142, which includes the requirements to test
goodwill and intangible assets with indefinite lives for impairment rather than
amortize them, is effective for the Company's financial statements as of June 1,
2002. The Company has not determined the impact of adopting SFAS No. 142 on the
consolidated financial statements.

RECLASSIFICATIONS--Certain amounts in prior year financial
statements have been reclassified to conform with the current year
presentation.

2. ACQUISITIONS

In August 1999, the Company acquired the remaining 50% of the
outstanding shares of Sy-Fra Sportalimenti di Frank Sambo & Company SrL and
Haleko Italia SrL, previously 50% owned corporations, organized under the laws
of Italy. The Company accounted for this acquisition as a purchase. The purchase
price, net of cash acquired, consisted of $1.2 million in cash and the
recognition of $1.1 million in goodwill. The goodwill is being amortized over 35
years. Proforma information is not provided as the effects are not material.

F-11

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

In July 1998, the Company acquired 100% of the outstanding shares of
Haleko Hanseatisches Lebensmittel Kontor GmbH, a corporation organized under the
laws of Germany ("Haleko"). The initial purchase price was comprised of $25.6
million in cash, 200,000 shares of Class A common stock, and up to a $7.3
million (per subsequent currency translation) contingent earnout agreement tied
to future performance for the subsequent three-year period. In addition, $14.8
million in debt was assumed and $4.9 million in acquisition-related capital
costs were recognized.

The acquisition was accounted for as a purchase transaction. The
initial excess of the purchase price over the estimated fair value of the
acquired net assets (approximately $20.4 million) was recorded as goodwill that
is being amortized over 35 years. At May 31, 2001, the Company recognized the
remaining earnout payment of approximately $1.3 million and is amortizing the
cumulative amount of $7.3 million over 32 to 34 years. The accrued earnout
payments for fiscal 2001 and 2000 are included as current liabilities in the
accompanying balance sheets at May 31, 2001 and 2000.

3. RECEIVABLES, NET

Receivables, net, consist of the following at May 31:

4. INVENTORIES

Inventories consist of the following at May 31:

F-12

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at May 31:

6. INTANGIBLE ASSETS

Intangible assets consist of the following at May 31:

F-13

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

7. LONG-TERM DEBT

Long-term debt consists of the following at May 31:

F-14

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Effective June 30, 2000, the Company and its domestic subsidiaries
entered into a new $90.0 million senior credit facility (the "New Credit
Facility") with Bankers Trust Company. The New Credit Facility replaced the
Company's previous credit facility, which consisted of a revolving line of
credit that expired on June 30, 2000.

The New Credit Facility is comprised of an amortizing $30.0 million
term loan and a $60.0 million revolving loan. Under the revolving loan, the
Company may borrow up to the lesser of $60.0 million or the sum of (i) 85% of
eligible accounts receivable and (ii) the lesser of $30.0 million or 65% of the
eligible inventory. The New Credit Facility contains customary terms and
conditions, including, among others, financial covenants regarding minimum cash
flows and limitations on indebtedness and the Company's ability to pay dividends
under certain circumstances. The obligations of the Company under the New Credit
Facility are secured by a first priority lien on all owned or acquired tangible
and intangible assets of the Company and its domestic subsidiaries.

The New Credit Facility is being used to fund the normal working
capital and capital expenditure requirements of the Company. At the inception of
the New Credit Facility, the Company borrowed approximately $64.8 million
(together with the proceeds from the subordinated loan discussed below) to repay
in full its outstanding obligation under the previous credit facility and
related financing costs of the New Credit Facility.

Concurrently with the New Credit Facility, on June 30, 2000, the
Company entered into a $10.0 million senior subordinated loan agreement (the
"Subordinated Loan"). The Subordinated Loan contains customary terms and
conditions, including, among others, financial covenants regarding minimum cash
flows and limitations on indebtedness and the Company's ability to pay dividends
under certain circumstances. The Subordinated Loan bears interest at 13% per
annum and matures on June 30, 2006. As part of the Subordinated Loan
transaction, the Company issued detachable warrants to purchase up to 1,174,955
shares of the Company's Class A common stock at an exercise price of $0.01 per
share, subject to certain customary antidilution provisions. The issuance of the
warrants, exercised effective August 3, 2000, resulted in the recognition of
approximately $3.5 million in "original issue discount" costs which are being
recognized as an adjustment to the effective interest rate over the life of the
Subordinated Loan. The Company also granted certain registration rights with
respect to the common stock issuable under the warrants pursuant to a
Registration Rights Agreement dated as of June 30, 2000.

As of May 31, 2001, future payments of long-term debt are presently due
as follows: $19,537 (2002), $6,531 (2003), $6,625 (2004), $33,466 (2005), $135
(2006), and $10,120 thereafter.

F-15

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

8. INCOME TAXES

The components of income tax expense (benefit) consist of the following
for the years ended May 31:

Income tax expense (benefit) differs from a calculated income tax at
the Federal statutory rate as follows:

F-16

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Net deferred income taxes consist of the following at May 31:

The Company has tax loss and charitable contribution carryforwards
in various jurisdictions, which result in deferred tax assets. The
utilization of these tax loss and charitable contribution carryforwards is
limited to future operations of the Company in the tax jurisdictions in which
such deductions arose. As a result, management is uncertain as to whether
these operations will generate sufficient profit to realize the deferred tax
asset benefit in the foreseeable future. The valuation allowance provides a
reserve against deferred tax assets that may expire or go unutilized by the
Company.

F-17

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

However, management has determined that it is more likely than not that the
Company will realize certain of these benefits. The amount of the deferred tax
assets considered realizable, however, could be reduced or increased in the
near-term if facts, including the amount of taxable income or the mix of taxable
income between subsidiaries, differ from management's estimates.

9. MANAGEMENT INCENTIVE AND STOCK PLANS

MANAGEMENT INCENTIVE PLAN--Prior to the Company's initial public
offering ("IPO"), certain employees (the "Recipients") had management incentive
agreements (the "Agreements") pursuant to which the employees were granted
performance units ("Performance Units") as incentive compensation.

Simultaneously with the IPO, which triggered a conversion under the
Agreements, the Company paid in cash and shares of Class A Common stock the
vested portion of the Performance Units. The unvested portion of the performance
units (represented by 182,716 restricted shares of Class A common stock as of
the IPO date) originally vested (contingent upon continued employment and/or
other factors) over a five-year period at 20% per year.

During fiscal 2001, 2000, and 1999, 18,272 shares, 27,409 shares and
73,087 shares, respectively, of Class A common stock vested and became issued
and outstanding. Accordingly, the Company recognized compensation charges of
$201, $301 and $804 in fiscal 2001, 2000 and 1999, respectively. At May 31,
2001, there are no remaining unvested shares available.

In order to facilitate the payment of individual income taxes, the
Company makes available to each Recipient a loan in principal amount up to 30%
of the conversion value of the vested Performance Units held by each Recipient.
Such loans to the Recipients bear interest at 8.0% per annum, are repayable five
years from the borrowing date and are secured by the Recipients' stock. At May
31, 2001 and 2000, aggregate loans outstanding amounted to $4,227 and $4,188,
respectively (see Note 11).

EQUITY PLAN--The 1997 Equity Participation Plan (the "Equity Plan")
provides for the granting of stock options, stock appreciation rights,
restricted or deferred stock and other awards ("Awards") to officers, directors,
and key employees responsible for the direction and management of the Company
and to nonemployee consultants. Under the Equity Plan, a total of 3,500,000
shares of Class A common stock (or the equivalent in other equity securities)
are reserved for issuance.

Stock options granted per the Equity Plan primarily become exercisable
after one to five years from the date of grant in equal, ratable amounts per
each successive anniversary date. Stock options expire no later than eight years
after the date of grant.

F-18

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Information relating to stock options issued under the Equity Plan is
as follows:

The weighted average fair market value of options granted during fiscal
2001, 2000 and 1999 amounted to $0.94, $1.64, and $2.57, respectively.

The Company applied APB Opinion No. 25 in accounting for its stock
options and, accordingly, no compensation expense has been recognized for stock
options in the accompanying financial statements. Proforma information regarding
net income (loss) and net income (loss) per share is required by SFAS No. 123,
and has been determined as if the Company had accounted for its employee stock
options including previously unvested performance units under the fair value
method of SFAS No. 123. The fair value for these options was estimated at the
date of grant using a Binomial Option pricing model with the following weighted
average assumptions for fiscal 2001, 2000 and 1999, respectively.

F-19

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

For the purposes of proforma disclosure, the estimated fair value of the
stock options is amortized to expense over the options vesting period. The
Company's proforma net income (loss) and net income (loss) per share were as
follows:

The following table summarizes information about stock options
outstanding at May 31, 2001:

10. COMMITMENTS AND CONTINGENCIES

LEASES--The Company leases warehouse and office facilities,
manufacturing and production facilities, transportation equipment and other
equipment under operating lease agreements expiring through 2013. As of May 31,
2001, future minimum payments of $32,777 under the noncancelable operating
leases are due as follows: $4,348 (2002), $3,544 (2003), $2,810 (2004), $2,611
(2005), $2,619 (2006) and $16,845 thereafter. Rental expense amounted to $4,697
(2001), $4,499 (2000) and $4,762 (1999).

LITIGATION--The Company has been named as a defendant in two pending
lawsuits alleging that consumption of certain of its products containing
ephedra caused injuries, death and/or damages. The Company disputes the
allegations and is opposing the lawsuits. The Company believes that, after
taking into consideration the Company's insurance coverage, such lawsuits, if
successful, would not have a material adverse effect on the Company's
financial condition. However, one or more large punitive damage awards, which
are generally not covered by insurance, could have a material adverse effect

F-20

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

on the Company's financial condition. The Company may be subject to further
private civil actions with respect to its ephedra products. The Company's
current product liability coverage for ephedra products expires on August 31,
2001, and the Company has received initial indication that such coverage will
not be renewed. Although the Company is investigating other insurance
coverage options, including self-insurance, no assurance can be given that
the Company will be able to obtain product liability insurance coverage for
its ephedra products.

During the first quarter of fiscal 2001, the Company received proceeds
of approximately $3.6 million relating to the settlement of certain antitrust
litigation brought by the Company and several other parties.

From time to time, the Company is involved in other claims, legal
actions and governmental proceedings that arise from the Company's business
operations. Although ultimate liability cannot be determined at the present
time, the Company believes that any liability resulting from these matters, if
any, after taking into consideration the Company's insurance coverage, will not
have a material adverse effect on the Company's financial position or cash
flows.

ROYALTIES--The Company obtained the exclusive right to use the Weider
name and trademarks outside of specified royalty-free territories (most notably
North America) throughout the world, with the exceptions of Australia, New
Zealand, Japan and South Africa, pursuant to a sublicense agreement dated
December 1, 1996 with Mariz Gestao E Investimentos Limitada ("Mariz"). Mariz is
a company incorporated under the laws of Portugal and owned by a trust of which
the family members of a director of the Company are included among the
beneficiaries. Mariz obtained its exclusive international rights to use the
Weider name and trademarks pursuant to a license agreement, effective June 1,
1994, between Mariz and certain affiliates, including WHF (the "Licensors").
Pursuant to the license agreement with Mariz, the Company is required to make
annual royalty payments to Mariz commencing on December 1, 1998 on sales of the
Company's brands in existence on December 1, 1996 in countries covered by the
agreement.

The royalty payments are to be equal to (i) 4% of sales up to $33.0
million; (ii) 3.5% of sales greater than $33.0 million and less than $66.0
million; (iii) 3.0% of sales from $66.0 million to $100.0 million; and (iv) 2.5%
of sales over $100.0 million. In addition, the sublicense agreement with Mariz
includes an irrevocable buy-out option exercisable by the Company after May 31,
2002 for a purchase price equal to the greater of $7.0 million or 6.5 times the
aggregate royalties paid by the Company in the fiscal year immediately preceding
the date of the exercise of the option. The Company incurred royalty expense of
$389, $390 and $203 for fiscal 2001, 2000 and 1999, respectively, relating to
the Mariz licensing agreement.

RETIREMENT PLAN--The Company sponsors a contributory 401(k) savings
plan covering all employees who have met minimum age and service requirements.
Contributions to this plan were approximately $449, $301 and $334 for fiscal
2001, 2000 and 1999, respectively.

F-21

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

11. RELATED PARTY TRANSACTIONS

Significant related party transactions, not otherwise disclosed, are
summarized below.

Payments to reimburse WHF for Company expenses (including primarily
advertising, insurance, endorsements, retirement benefits and royalties) consist
of the following for the years ended May 31:

In connection with the terms of a previous employee's severance
agreement, and at such person's option, the Company may be required to
repurchase 330,400 shares of common stock at market value. The Company also
agreed to adjust such person's obligations to the Company (relating to
Performance Units; see Note 9) in the event that the Company's common stock does
not achieve a minimum per share price level. In the event that the Company's
common stock does not achieve such level by fiscal 2002, amounts due the Company
($1,724 at May 31, 2001) will be reduced by 50%.

12. OPERATING SEGMENTS

The Company has two primary reportable segments. These segments are the
Company's U.S. based or domestic operations, and the Company's international
operations (primarily Germany). The Company has three primary divisions within
its domestic operations: Mass Market Division; Health Food Store Division; and
the Health Club and Gym Division. The Company manufactures and markets
nutritional products, including a full line of vitamins, joint-related and other
nutraceuticals, and sports nutrition supplements through its Mass Market
Division; a full line of vitamins, nutraceuticals and sports nutrition products
primarily through independent distributors and a significant retailer in its
Health Food Store Division; and a full line of sports nutrition products in its
Health Club and Gym Division. The Company also manufactures and markets
nutritional and other products, including a full line of sports nutrition
supplements and sportswear, together with certain other nutraceuticals within
its international operations.

The accounting policies of these segments are the same as those
described in Note 1 to the consolidated financial statements. The Company
evaluates the performance of its operating segments based on actual and expected
operating results of the respective segments and/or divisions. Certain noncash
and other expenses, and domestic assets, are not allocated to the divisions
within the domestic operating segment.

F-22

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Segment information for fiscal 2001, 2000 and 1999, respectively, are
summarized as follows:

F-23

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Reconciliation of assets for the reportable segments is as follows at
May 31:

Capital expenditures for domestic and international operations amounted
to $1.6 million and $2.5 million, respectively, for 2001, $4.1 million and $1.8
million, respectively, for fiscal 2000, and $10.1 million and $1.3 million,
respectively, for fiscal 1999.

F-24

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

Quarterly data (unaudited) for the years ended May 31, 2001, 2000 and
1999 is as follows:

The Company's operating results for the fourth quarter of fiscal 2001
were affected by an impairment loss recognized due to the determination that an
"other-than-temporary" decline in valuation of available-for-sale equity
securities had occurred. The pre-tax impairment loss amounted to approximately
$2.2 million.

F-25

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

The Company's operating results for the fourth quarters of fiscal 2000
and 1999 were affected by the recognition of approximately $2.3 million and
$11.0 million, respectively, in aggregate pre-tax charges associated with
decisions made by management to implement, continue and/or substantially
finalize certain strategic initiatives. These initiatives included, among
others, organizational changes and upgrading management systems, the decision to
reduce domestic SKUs by over two-thirds (resulting in realization of excess
returns and credits and inventory related charges) and the refinement of the
Company's growth and business strategies as well as settlement of certain
litigation matters.

F-26

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

See the Company's Proxy Statement, incorporated by reference in Part
III of this Form 10-K, under the heading "Directors and Executive Officers of
the Registrant."

ITEM 11. EXECUTIVE COMPENSATION

See the Company's Proxy Statement, incorporated by reference in Part
III of this Form 10-K, under the headings "Executive Compensation" and
"Certain Relationships and Related Party Transactions."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See the Company's Proxy Statement, incorporated by reference in Part
III of this Form 10-K, under the heading "Security Ownership of Certain
Beneficial Owners and Management."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

See the Company's Proxy Statement, incorporated by reference in Part
III of this Form 10-K, under the heading "Certain Relationships and Related
Party Transactions."

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as part of this report

(1) Financial Statements

See "Item 8. Financial Statements and Supplementary Data" for
Financial Statements included with this Annual Report on Form 10-K.

(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

All other schedules have been omitted because they are not required,
not applicable, or the information is otherwise set forth in the
financial statements or notes thereto.

(3) Exhibits

2.1 Stock Purchase Agreement, dated July 9, 1998, by and among Weider
Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter. (2)
2.2 Amendment Deed to Stock Purchase Agreement, dated July 24, 1998. (2)
2.3 Share Transfer Deed, dated July 24, 1998. (2)
3.1 Amended and Restated Certificate of Incorporation of Weider Nutrition
International, Inc. (1)
3.2 Amended and Restated Bylaws of Weider Nutrition International, Inc. (1)
4.1 Credit Agreement dated as of June 30, 2000 among Weider Nutrition
International, Inc. and Bankers Trust Company. (4)
4.2 Senior Subordinated Loan Agreement dated as of June 30, 2000 among
Weider Nutrition International, Inc., Wynnchurch Capital Partners,
L.P., and Wynnchurch Capital Partners Canada, L.P. (4)
4.3 Warrants to Purchase Shares of Class A Common Stock of Weider Nutrition
International, Inc. (4)
4.4 Registration Rights Agreement dated as of June 30, 2000 among Weider
Nutrition International, Inc., Wynnchurch Capital Partners, L.P. and
Wynnchurch Capital Partners Canada, L.P. (4)
4.5 First Amendment to Credit Agreement dated as of June 30, 2000 among
Weider Nutrition International, Inc. and Bankers Trust Company. (5)

24

4.6 First Amendment to Senior Subordinated Loan Agreement dated as of June
30, 2000 among Weider Nutrition International, Inc., Wynnchurch Capital
Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. (7)
4.7 Second Amendment to Credit Agreement dated as of June 30, 2000 among
Weider Nutrition International, Inc. and Bankers Trust Company. (8)
4.8 Second Amendment to Senior Subordinated Loan Agreement dated as of
June 30, 2000 among Weider Nutrition International, Inc., Wynnchurch
Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.(8)
10.1 Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI
Development Services Incorporated and Weider Nutrition Group, Inc. (1)
10.2 Agreement by and between Joseph Weider and Weider Health and Fitness.
(1)
10.3 1997 Equity Participation Plan of Weider Nutrition International, Inc.
(1)
10.4 Form of Tax Sharing Agreement by and among Weider Nutrition
International, Inc. and its subsidiaries and Weider Health and Fitness
and its subsidiaries. (1)
10.6 Form of Employment Agreement between Weider Nutrition International,
Inc. and Robert K. Reynolds, as amended. (5)
10.7 Form of Senior Executive Employment Agreement between Weider Nutrition
International, Inc. and certain senior executives of the Company. (1)
10.8 Advertising Agreement between Weider Nutrition International, Inc. and
Weider Publications, Inc. (1)
10.9 License Agreement between Mariz Gestao E Investmentos Limitada and
Weider Nutrition Group Limited. (1)
10.10 Form of Employment Agreement between Weider Nutrition International,
Inc. and Bruce J. Wood. (3)
10.11 Agreement between the Company and Bruce J. Wood. (6)
10.12 Form Agreement between the Company and certain executives of the
Company. (6)
21 Subsidiaries of Weider Nutrition International, Inc. (8)
23.1 Independent Auditors' Consent (8)

- ---------------

(1) Filed as an Exhibit to the Company's Registration Statement on From S-1
(File No. 333-12929) and incorporated herein by reference.
(2) Previously filed in the Company's Current Report on Form 8-K dated as
of July 24, 1998 and incorporated herein by reference.
(3) Previously filed in the Company's Current Report on From 10-K dated as
of August 30, 1999 and incorporated herein by reference.
(4) Previously filed in the Company's Current Report on Form 8-K dated as
of June 30, 2000 and incorporated herein by reference.
(5) Previously filed in the Company's Current Report on Form 10-K as of
August 29, 2000 and incorporated herein by reference.
(6) Previously filed in the Company's Current Report on Form 10-K/A as of
September 28, 2000 and incorporated herein by reference.
(7) Previously filed in the Company's Current Report on Form 10-Q as of
January 15, 2001 and incorporated herein by reference.
(8) Filed Herewith.

- ---------------

(b) Reports on Form 8-K

None

25

SIGNATURES

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

Weider Nutrition International, Inc.

Dated: August 29, 2001 By: /s/ BRUCE J. WOOD
--------------------------------
Bruce J. Wood
Chief Executive Officer
and President

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

26

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
(IN THOUSANDS)