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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý                                                | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------ | ----------------------------------------------------------------------------------------
|For the quarterly period ended November 30, 2002
|o                                                | TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
 to              

Commission file number: 001-14608

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WEIDER NUTRITION INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)            |  | 87-0563574(I.R.S. Employer
Identification No.)
|--------------------------------------------------------------------------------- |  | ----------------------------------------------
|2002 South 5070 West
Salt Lake City, Utah(Address of principal executive offices) |  | 84104-4726(Zip Code)                          
|Registrant's telephone number, including area code: (801) 975-5000               

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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 ý    No o

The
number of shares outstanding of the Registrant's common stock is 26,889,436 (as of January 6, 2003).

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

|                                     |                                                                                                                                       | November 30,
2002          |                                            | May 31,
2002 |       
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------
|
|ASSETS                               |                                                                                                                                       |                            |                                            |              |       
|Current assets:                      |                                                                                                                                       |                            |                                            |              |       
|                                     | Cash and cash equivalents                                                                                                             |                            | $                                          | 3,362        |       
|                                     | Receivables, net                                                                                                                      |                            |                                            | 33,877       |       
|                                     | Inventories                                                                                                                           |                            |                                            | 33,944       |       
|                                     | Prepaid expenses and other                                                                                                            |                            |                                            | 3,883        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 3,099        |       
|                                     | Net assets held for sale                                                                                                              |                            |                                            |             |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current assets       |                                            |              | 78,165
|                                     |                                                                                                                                       |                            |                                            |              |       
|Property and equipment, net          |                                                                                                                                       |                            | 27,714                                     |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Other assets:                        |                                                                                                                                       |                            |                                            |              |       
|                                     | Intangible assets, net                                                                                                                |                            |                                            | 9,633        |       
|                                     | Deposits and other assets                                                                                                             |                            |                                            | 4,514        |       
|                                     | Notes receivable related to stock performance units, net                                                                              |                            |                                            | 2,896        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 2,200        |       
|                                     | Net assets held for sale                                                                                                              |                            |                                            |             |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total other assets         |                                            |              | 19,243
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total assets                               |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                       |                            |                                            |              |       
|Current liabilities:                 |                                                                                                                                       |                            |                                            |              |       
|                                     | Accounts payable                                                                                                                      |                            | $                                          | 19,335       |       
|                                     | Accrued expenses                                                                                                                      |                            |                                            | 14,267       |       
|                                     | Current portion of long-term debt                                                                                                     |                            |                                            | 10,883       |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current liabilities  |                                            |              | 44,485
|                                     |                                                                                                                                       |                            |                                            |              |       
|Long-term debt                       |                                                                                                                                       |                            | 12,115                                     |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Deferred taxes                       |                                                                                                                                       |                            |                                           |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Commitments and contingencies        |                                                                                                                                       |                            |                                            |              |       
|Stockholders' equity:                |                                                                                                                                       |                            |                                            |              |       
|                                     | Preferred stock, par value $.01 per share; shares authorized10,000,000; no shares issued and outstanding                             |                            |                                            |             |       
|                                     | Class A common stock, par value $.01 per share; shares authorized50,000,000; shares issued and outstanding11,916,288 and 11,276,288 |                            |                                            | 119          |       
|                                     | Class B common stock, par value $.01 per share; shares authorized25,000,000; shares issued and outstanding14,973,148                |                            |                                            | 150          |       
|                                     | Additional paid-in capital                                                                                                            |                            |                                            | 86,942       |       
|                                     | Deferred compensation costs                                                                                                           |                            |                                            | (976         | )     
|                                     | Other accumulated comprehensive loss                                                                                                  |                            |                                            | (4,082       | )     
|                                     | Retained deficit                                                                                                                      |                            |                                            | (13,631      | )     
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total stockholders' equity |                                            |              | 68,522
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total liabilities and stockholders' equity |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       

See notes to condensed consolidated financial statements

2

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except share data)        (unaudited)

|                                     |                                    | Three Months Ended
November 30, |       
|------------------------------------ | ---------------------------------- | ------------------------------- | ------
|
|Net sales                            |                                    | $                               | 64,148
|Cost of goods sold                   |                                    |                                 | 40,041
|                                     |                                    |                                 |       
|Gross profit                         |                                    |                                 | 24,107
|                                     |                                    |                                 |       
|Operating expenses:                  |                                    |                                 |       
|                                     | Selling and marketing              |                                 |       
|                                     | General and administrative         |                                 |       
|                                     | Research and development           |                                 |       
|                                     | Amortization of intangible assets  |                                 |       
|                                     | Severance and reorganization costs |                                 |       
|                                     |                                    |                                 |       
|                                     |                                    | Total operating expenses        |       
|                                     |                                    |                                 |       
|Income from operations               |                                    |                                 | 5,917 
|                                     |                                    |                                 |       
|Other income (expense):              |                                    |                                 |       
|                                     | Interest income                    |                                 |       
|                                     | Interest expense                   |                                 |       
|                                     | Financing fees and OID write-off   |                                 |       
|                                     | Other                              |                                 |       
|                                     |                                    |                                 |       
|                                     |                                    | Total other expense             |       
|                                     |                                    |                                 |       
|Income (loss) before income taxes    |                                    |                                 | 3,801 
|Provision for income taxes           |                                    |                                 | 1,520 
|                                     |                                    |                                 |       
|Net income (loss)                    |                                    | $                               | 2,281 
|                                     |                                    |                                 |       
|Weighted average shares outstanding: |                                    |                                 |       
|                                     | Basic                              |                                 |       
|                                     |                                    |                                 |       
|                                     | Diluted                            |                                 |       
|                                     |                                    |                                 |       
|Net income (loss) per share:         |                                    |                                 |       
|                                     | Basic                              |                                 | $     
|                                     |                                    |                                 |       
|                                     | Diluted                            |                                 | $     
|                                     |                                    |                                 |       
|Comprehensive income (loss)          |                                    | $                               | 2,244 
|                                     |                                    |                                 |       

See
notes to condensed consolidated financial statements.

3

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except share data)        (unaudited)

|                                                                             |                                                                              | Six Months Ended
November 30, |        
|---------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----------------------------- | -------
|
|Net sales                                                                    |                                                                              | $                             | 140,311
|Cost of goods sold                                                           |                                                                              |                               | 86,023 
|                                                                             |                                                                              |                               |        
|Gross profit                                                                 |                                                                              |                               | 54,288 
|                                                                             |                                                                              |                               |        
|Operating expenses:                                                          |                                                                              |                               |        
|                                                                             | Selling and marketing                                                        |                               |        
|                                                                             | General and administrative                                                   |                               |        
|                                                                             | Research and development                                                     |                               |        
|                                                                             | Amortization of intangible assets                                            |                               |        
|                                                                             | Severance and reorganization costs                                           |                               |        
|                                                                             |                                                                              |                               |        
|                                                                             |                                                                              | Total operating expenses      |        
|                                                                             |                                                                              |                               |        
|Income from operations                                                       |                                                                              |                               | 14,157 
|                                                                             |                                                                              |                               |        
|Other income (expense):                                                      |                                                                              |                               |        
|                                                                             | Interest income                                                              |                               |        
|                                                                             | Interest expense                                                             |                               |        
|                                                                             | Financing fees and OID write-off                                             |                               |        
|                                                                             | Other                                                                        |                               |        
|                                                                             |                                                                              |                               |        
|                                                                             |                                                                              | Total other expense           |        
|                                                                             |                                                                              |                               |        
|Income (loss) before income taxes                                            |                                                                              |                               | 11,282 
|Provision for income taxes                                                   |                                                                              |                               | 4,513  
|                                                                             |                                                                              |                               |        
|Net income (loss) before cumulative effect of change in accounting principle |                                                                              |                               | 6,769  
|Cumulative effect of change in accounting principle, net of tax benefit      |                                                                              |                               | (15,392
|                                                                             |                                                                              |                               |        
|Net loss                                                                     |                                                                              | $                             | (8,623 
|                                                                             |                                                                              |                               |        
|Weighted average shares outstanding:                                         |                                                                              |                               |        
|                                                                             | Basic                                                                        |                               |        
|                                                                             |                                                                              |                               |        
|                                                                             | Diluted                                                                      |                               |        
|                                                                             |                                                                              |                               |        
|Net income (loss) per sharebasic and diluted:                               |                                                                              |                               |        
|                                                                             | Net income (loss) before cumulative effect of change in accounting principle |                               | $      
|                                                                             | Cumulative effect of change in accounting principle                          |                               |        
|                                                                             |                                                                              |                               |        
|                                                                             | Net loss                                                                     |                               | $      
|                                                                             |                                                                              |                               |        
|Comprehensive loss                                                           |                                                                              | $                             | (8,280 
|                                                                             |                                                                              |                               |        

See
notes to condensed consolidated financial statements.

4

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (dollars in thousands)        (unaudited)

|                                               |                                                                                 | Six Months Ended
November 30,                               |      
|---------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------------- | -----
|
|Cash flows from operating activities:          |                                                                                 |                                                             |      
|                                               | Net loss                                                                        |                                                             | $    
|                                               | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                             |      
|                                               |                                                                                 | Provision for (recovery of) bad debts                       |      
|                                               |                                                                                 | Deferred taxes                                              |      
|                                               |                                                                                 | Depreciation, amortization and asset impairment             |      
|                                               |                                                                                 | Amortization and write-off of financing fees, including OID |      
|                                               |                                                                                 | Amortization of deferred compensation costs                 |      
|Changes in operating assets and liabilities:   |                                                                                 |                                                             |      
|                                               |                                                                                 | Receivables                                                 |      
|                                               |                                                                                 | Inventories                                                 |      
|                                               |                                                                                 | Prepaid expenses and other                                  |      
|                                               |                                                                                 | Deposits and other assets                                   |      
|                                               |                                                                                 | Accounts payable                                            |      
|                                               |                                                                                 | Accrued expenses                                            |      
|                                               |                                                                                 |                                                             |      
|                                               |                                                                                 | Net cash provided by operating activities                   |      
|                                               |                                                                                 |                                                             |      
|Cash flows from investing activities:          |                                                                                 |                                                             |      
|                                               | Purchase of property and equipment                                              |                                                             |      
|                                               | Purchase of intangibles                                                         |                                                             |      
|                                               | Proceeds from disposition of assets held for sale                               |                                                             |      
|                                               | Proceeds from sale of available-for-sale securities                             |                                                             |      
|                                               | Collection of notes receivable                                                  |                                                             |      
|                                               |                                                                                 |                                                             |      
|                                               |                                                                                 | Net cash provided by (used in) investing activities         |      
|                                               |                                                                                 |                                                             |      
|Cash flows from financing activities:          |                                                                                 |                                                             |      
|                                               | Dividends paid                                                                  |                                                             |      
|                                               | Net change in revolving line-of-credit                                          |                                                             |      
|                                               | Proceeds from debt                                                              |                                                             |      
|                                               | Payments on debt                                                                |                                                             |      
|                                               |                                                                                 |                                                             |      
|                                               |                                                                                 | Net cash used in financing activities                       |      
|                                               |                                                                                 |                                                             |      
|Effect of exchange rate changes on cash        |                                                                                 |                                                             | 172  
|                                               |                                                                                 |                                                             |      
|Increase in cash and cash equivalents          |                                                                                 |                                                             | 950  
|Cash and cash equivalents, beginning of period |                                                                                 |                                                             | 2,412
|                                               |                                                                                 |                                                             |      
|Cash and cash equivalents, end of period       |                                                                                 | $                                                           | 3,362
|                                               |                                                                                 |                                                             |      

See
notes to condensed consolidated financial statements.

5

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        (in thousands, except share data)        (unaudited)

1. BASIS OF PRESENTATION AND OTHER MATTERS

The accompanying unaudited interim condensed consolidated financial statements ("interim financial statements") do not include all disclosures provided in our
annual consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and the footnotes thereto contained in our Annual
Report on Form 10-K for the year ended May 31, 2002 as filed with the Securities and Exchange Commission. The May 31, 2002 consolidated balance sheet was derived from
audited financial statements, but all disclosures required by generally accepted accounting principles are not provided in the accompanying footnotes. We are a majority-owned subsidiary of Weider
Health and Fitness ("WHF").

In
our opinion, the accompanying interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of our financial position
and results of operations. Certain prior period amounts have been reclassified to conform with the current interim period presentation. The results of operations and cash flows for any interim period
are not necessarily indicative of the results of operations and cash flows that we may achieve for any other interim period or for the entire year.

Effective
August 16, 2002, we issued 640,000 restricted shares of Class A common stock to certain officers and employees. The aggregate valuation of the restricted shares
was approximately $1.0 million, which will be expensed over the accompanying five-year vesting period.

On
July 26, 2002, we sold substantially all of the assets and certain associated liabilities relating to our American Body Building® and Science Foods®
brands, which are included in net assets held-for-sale in the accompanying condensed consolidated balance sheet at May 31, 2002. The impact of the sale on the fiscal
2003 operating results was not significant.

Effective
June 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", which establishes new accounting
and reporting standards for goodwill and other intangible assets. (See Note 4 to Condensed Consolidated Financial Statements).

Effective
March 1, 2002, we adopted Emerging Issues Task Force No. 01-9 ("EITF No. 01-9") and reclassified certain prior period amounts to
apply its provisions in the accompanying financial statements. While the adoption of EITF No. 01-9 did not impact our overall results of operations, gross profit for the fiscal 2002
three and six month periods decreased approximately $1.7 million and $8.4 million, respectively, and selling and marketing expenses decreased by similar amounts.

6

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2. RECEIVABLES, NET

Receivables, net, consist of the following:

November 30,
2002

May 31,
2002Trade accounts

$
38,751

$
46,567Other, including income taxes


4,414


7,58643,165


54,153Less allowance for doubtful accounts and sales returns


(9,288
)

(9,566
)Total

$
33,877

$
44,587


2. INVENTORIES

Inventories consist of the following:

November 30,
2002

May 31,
2002Raw materials

$
10,114

$
11,275Work in process


2,137


2,208Finished goods


21,693


15,749Total

$
33,944

$
29,232


4. INTANGIBLE ASSETS, NET

SFAS No. 142 requires that goodwill and other intangible assets with indefinite useful lives not be amortized but, instead, tested for impairment at least
annually. Accordingly, effective June 1, 2002, we stopped amortizing goodwill, which is our only intangible asset with an indefinite useful life. We continue to amortize other intangible
assets, consisting primarily of patents and trademarks, using the straight line method over their estimated useful lives of five to twenty years.

Intangible
assets, net, consist of the following:

November 30, 2002

May 31, 2002Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
AmortizationPatents and trademarks

$
9,010

$
(3,723
)
$
8,388

$
(3,153
)Goodwill


4,346





40,354


(12,687
)$
13,356

$
(3,723
)
$
48,742

$
(15,840
)


Estimated
amortization expense, assuming no changes in our intangible assets, for each of the five succeeding fiscal years, beginning with fiscal 2003, is $928 (2003), $535
(2004), $380 (2005), $370 (2006), and $347 (2007).

7

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Upon
the implementation of the new accounting standard, we tested goodwill for impairment by comparing the carrying amount, including goodwill, for each of our business units at
June 1, 2002 to the fair value for each of the business units. We assessed the fair value of the business units by evaluating their current cash flows in comparison to our overall market
capitalization. Based on this comparison, we concluded that the net book carrying value for two of our business units, Active Nutrition and Haleko, exceeded their respective fair values. For those two
reporting units, we then compared the implied fair value of their respective goodwill to their respective net book carrying values to determine the asset impairment amount. Based on this comparison,
effective June 1, 2002, we recognized an impairment loss of $23.3 million, or an after-tax charge of $15.4 million, as a cumulative effect of a change in accounting
principle.

The
changes in the carrying amount of goodwill, broken down by business unit, for fiscal 2002 and for the first six months of fiscal 2003 are as follows:

|                               |  | Schiff®
Specialty |       | Active
Nutrition |   | Haleko |   | Total |        
|------------------------------ |  | ----------------- | ----- | ---------------- | - | ------ | - | ----- | -------
|Balance at June 1, 2001        |  | $                 | 4,851 |                  | $ | 9,258  |   | $     | 21,975 
|Amortization                   |  |                   | (505  | )                |   | (1,225 | ) |       | (685   
|Impairment loss                |  |                   |      |                  |   | (6,193 | ) |       |       
|Currency translation and other |  |                   |      |                  |   | 3      |   |       | 188    
|                               |  |                   |       |                  |   |        |   |       |        
|Balance at May 31, 2002        |  |                   | 4,346 |                  |   | 1,843  |   |       | 21,478 
|Adoption of SFAS No. 142       |  |                   |      |                  |   | (1,843 | ) |       | (21,478
|                               |  |                   |       |                  |   |        |   |       |        
|Balance at November 30,2002    |  | $                 | 4,346 |                  | $ |       |   | $     |       
|                               |  |                   |       |                  |   |        |   |       |        

8

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Actual
results of operations for the three and six month periods ended November 30, 2002, and proforma results of operations, had we applied the non-amortization
provisions of SFAS No. 142, for the three and six month periods ending November 30, 2001 are as follows.

|                                                                                      |  | Three Months Ended
November 30, |       | Six Months Ended
November 30, |  
|------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | ----------------------------- | -
|
|Reported net income (loss) before cumulative effect of change in accounting principle |  | $                               | 2,281 |                               | $
|Add back goodwill amortization, net of tax                                            |  |                                 |      |                               |  
|                                                                                      |  |                                 |       |                               |  
|Adjusted net income (loss) before cumulative effect of change in accounting principle |  |                                 | 2,281 |                               |  
|Cumulative effect of change in accounting principle, net of tax benefit               |  |                                 |      |                               |  
|                                                                                      |  |                                 |       |                               |  
|Adjusted net income (loss)                                                            |  | $                               | 2,281 |                               | $
|                                                                                      |  |                                 |       |                               |  

|                                               |                                                                                       | Three Months ended
November 30, |   | Six Months ended
November 30, | 
|---------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------- | - | ----------------------------- | 
|
|Net income (loss) per share-basic and diluted: |                                                                                       |                                 |   |                               | 
|                                               | Reported net income (loss) before cumulative effect of change in accounting principle |                                 | $ | 0.09                          | 
|                                               | Add back goodwill amortization, net of tax                                            |                                 |   |                              | 
|                                               |                                                                                       |                                 |   |                               | 
|                                               | Adjusted net income (loss) before cumulative effect of change in accounting principle |                                 |   | 0.09                          | 
|                                               | Cumulative effect of change in accounting principle, net of tax benefit               |                                 |   |                              | 
|                                               |                                                                                       |                                 |   |                               | 
|                                               | Adjusted net income (loss)                                                            |                                 | $ | 0.09                          | 
|                                               |                                                                                       |                                 |   |                               | 

5. NOTES RECEIVABLE RELATED TO STOCK PERFORMANCE UNITS, NET

We previously made loans available to certain individuals for the payment of income taxes associated with vested performance units. Notes receivable (including
accrued interest), net, were approximately $2.9 million and $3.2 million, respectively, at November 30, and May 31, 2002. The original notes receivable are generally
collateralized by debtors' shares of the Company's Class A common stock and are repayable beginning in June of 2002 and ending December of 2006. In addition, a portion of notes
receivable due from one debtor is effectively guaranteed by WHF. Certain allowances for unrealizable amounts are recognized to adjust the outstanding balances to the underlying collateral value and/or
to consider other factors that may impact the valuation of the notes receivable.

9

---

At
present, in connection with collection efforts and in consideration of potential unrealizable amounts, we are pursuing negotiations with certain of the debtors who are no longer
employed by the company. As a result of these discussions, the terms of certain notes, including maturity, interest rate, required collateral, etc., may be modified.

Recognition
of future provision(s) for unrealizable amounts will depend on, among other considerations, the closing price of our Class A common stock. In the event that shares of
common stock are received in lieu of cash payment, a portion of, or the entire net book value of the notes receivable may subsequently be reclassified as treasury stock and reflected as a reduction to
stockholders' equity. Notes receivable balances are reflected net of aggregate allowances for unrealizable amounts of $2.7 million and $2.4 million, respectively, at November 30,
and May 31, 2002.

6. OPERATING SEGMENTS

During fiscal 2002, we reorganized our operations, previously reported as domestic and international segments, into three business units. These business units are
the Schiff® Specialty Unit, the Active Nutrition Unit and the Haleko Unit (our primary European subsidiary). The business units are managed independently, each with its own sales and
marketing resources, and supported by product research and development, operations and technical services and administrative functions.

10

---

We manufacture and market nutritional products, including a full line of vitamins, joint-related and other nutraceuticals through our Schiff® Specialty Unit.
Schiff® Specialty Unit products are marketed primarily in the United States through mass-market distribution channels. We manufacture and market a variety of sports nutrition
and weight management products through our Active Nutrition Unit. Active Nutrition Unit products are marketed domestically and internationally primarily through mass market and health club and gym
distribution channels. We also manufacture and market nutritional and other products, including a full line of sports nutrition supplements and sportswear, together with certain other nutraceuticals
within our Haleko Unit. Haleko Unit products are marketed primarily in Europe through mass market and health club and gym distribution channels.

The
accounting policies of these business units are the same as those described in Note 1 to the consolidated financial statements in our Annual Report on
Form 10-K. We evaluate the performance of our business units based on actual and expected operating results of the respective business units. Certain domestic assets are not
allocated to the Schiff® Specialty and Active Nutrition Units. Accordingly, asset segment information is provided on a total domestic and non-domestic basis consistent with the
manner in which management evaluates the business.

Segment
information for the three months ended November 30, 2002 and 2001 is summarized as follows:

|      |                   | Net
Sales |        | Income
(Loss)
From
Operations |   | Interest
Expense
|----- | ----------------- | --------- | ------ | ----------------------------- | - | ----------------
|2002: |                   |           |        |                               |   |                 
|      | Schiff® Specialty |           | $      | 34,530                        |   | $               
|      | Active Nutrition  |           |        | 7,595                         |   |                 
|      | Haleko            |           |        | 22,566                        |   |                 
|      | Eliminations      |           |        | (543                          | ) |                 
|      |                   |           |        |                               |   |                 
|      |                   | $         | 64,148 |                               | $ | 5,917           
|      |                   |           |        |                               |   |                 
|2001: |                   |           |        |                               |   |                 
|      | Schiff® Specialty |           | $      | 32,489                        |   | $               
|      | Active Nutrition  |           |        | 14,563                        |   |                 
|      | Haleko            |           |        | 29,800                        |   |                 
|      | Unallocated       |           |        |                              |   |                 
|      | Eliminations      |           |        | (614                          | ) |                 
|      |                   |           |        |                               |   |                 
|      |                   | $         | 76,238 |                               | $ | 765             
|      |                   |           |        |                               |   |                 

11

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Segment
information for the six months ended November 30, 2002 and 2001 is summarized as follows:

|      |                   | Net
Sales |         | Income
(Loss)
From
Operations |   | Interest
Expense
|----- | ----------------- | --------- | ------- | ----------------------------- | - | ----------------
|2002: |                   |           |         |                               |   |                 
|      | Schiff® Specialty |           | $       | 75,778                        |   | $               
|      | Active Nutrition  |           |         | 19,458                        |   |                 
|      | Haleko            |           |         | 46,570                        |   |                 
|      | Eliminations      |           |         | (1,495                        | ) |                 
|      |                   |           |         |                               |   |                 
|      |                   | $         | 140,311 |                               | $ | 14,157          
|      |                   |           |         |                               |   |                 
|2001: |                   |           |         |                               |   |                 
|      | Schiff® Specialty |           | $       | 73,096                        |   | $               
|      | Active Nutrition  |           |         | 30,095                        |   |                 
|      | Haleko            |           |         | 55,193                        |   |                 
|      | Unallocated       |           |         |                              |   |                 
|      | Eliminations      |           |         | (1,442                        | ) |                 
|      |                   |           |         |                               |   |                 
|      |                   | $         | 156,942 |                               | $ | 2,006           
|      |                   |           |         |                               |   |                 

Reconciliation
of total assets for domestic and international operations is as follows:

November 30,
2002

May 31,
2002Total domestic assets

$
138,622

$
155,471Total international assets


45,437


68,862Eliminations


(58,937
)

(65,690
)Total

$
125,122

$
158,643


Capital
expenditures for domestic and international operations were $439 and $305, respectively, for the six months ended November 30, 2002, and $794 and $337,
respectively, for the six months ended November 30, 2001.

7. SALES TO MAJOR CUSTOMERS

Our two largest customers accounted for approximately 45% and 41%, respectively, of net sales for the six months ended November 30, 2002 and 2001.
At November 30, 2002 and May 31, 2002, amounts due from these customers represented approximately 36% and 39%, respectively, of total trade accounts receivable.

8. CONTINGENCIES

We are currently named as a defendant in four lawsuits alleging that consumption of certain of our former products containing ephedra caused injuries and damages
to certain individuals. We dispute the allegations and have tendered the matters to our insurance carriers, which have assumed the defense of the matters.

We
are also currently named as a defendant, along with numerous other dietary supplement companies, in purported class actions in certain state courts alleging that the defendants sold
androstenedione and other purportedly similar products in violation of certain statutes and utilizing false and misleading claims and advertising. We dispute the allegations and are opposing the
lawsuits.

12

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In
September 2002, we were named as a defendant in a California state court alleging unfair business practices regarding the inclusion of Vitamin D in certain of our nutrition bar
products. Similar lawsuits have been filed against other companies regarding the sale of nutrition bar products. We dispute the allegations and are opposing the lawsuit.

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

9. RECENTLY ISSUED ACCOUNTING STANDARDS

Effective June 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment on Disposal of Long-Lived Assets," which supercedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 removes goodwill from its scope and
retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 also supercedes the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. The adoption of SFAS No. 144 did not materially impact our consolidated financial statements.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal Activities," which requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred and nullifies EITF No. 94-3. SFAS No. 146 is effective for any exit or disposal activities occurring
after December 31, 2002. We have not determined the impact, if any, SFAS No. 146 will have on our consolidated financial statements.

13

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ITEM 2. 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 Quarterly Report on Form 10-Q. Except for the historical information contained herein, the matters discussed in this Quarterly Report contain
forward-looking statements within the meaning of Section 27A of the 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 our control, and, therefore, actual results may differ materially.

Important
factors that may cause these forward looking statements to be false include, but are not limited to: the ability to successfully and cost effectively implement initiatives to
our Schiff® Move Free® business against the competition, the inability to achieve cost savings and operational efficiencies, the inability to increase operating margins and
increase revenues, dependence on individual products, the inability to successfully restructure the Haleko business unit and make it profitable, dependence on individual customers, the inability to
successfully utilize available cash resulting from suspension of our quarterly dividend, the impact of competitive products and pricing (including private label), 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, changes in accounting standards, and other factors indicated from time to time in our SEC reports, copies of which are
available upon request from the our investor relations department or may be obtained at the SEC's website(www.sec.gov). We disclaim any obligation to
update any forward-looking statements whether as a result of new information, future events or otherwise.

General

Weider Nutrition International, Inc. develops, manufactures, markets, distributes and sells branded and private label nutritional supplements and sports
nutrition products in the United States and throughout the world. We offer a broad range of capsules and tablets, powdered drink mixes, ready-to-drink
beverages and nutrition bars consisting of approximately 800 stock keeping units ("SKUs") domestically and internationally. Our portfolio of brands, including Schiff®, Weider®,
Tiger's Milk®, Multipower® and Multaben are primarily marketed through mass market, health food store and health club and gym distribution channels. We market our branded
nutritional supplement products, both domestically and internationally, in four principal categories: specialty supplements, vitamins and minerals; sports nutrition; weight management; and nutrition
bars. We also market a line of sportswear in Europe, primarily in Germany, under the Venice Beach® brand.

Our
principal executive offices are located at 2002 South 5070 West, Salt Lake City, Utah 84104 and our telephone number is (801) 975-5000.

Looking
forward, our priorities include initiatives to defend our Schiff® Move Free® business against the competition, including private label, and ultimately to
increase our market share in the joint health care product category. Accordingly, we expect to begin implementation of these initiatives for our Schiff® Move Free® business
during the second half of fiscal 2003. These initiatives may require considerable resources and result in significant transition and marketing costs. Fiscal 2003 second half

14

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operating margins in our Schiff® Specialty business unit may be significantly below fiscal 2003 first half results.

Results of Operations (Unaudited)

Three Months Ended November 30, 2002 Compared to Three Months Ended November 30, 2001

The following tables show comparative operating results, by business unit, for the three months ended November 30, 2002 and 2001. Certain indirect
costs, including primarily general and administrative and research and development expenses, are charged to the business units based on various allocation methodologies.

|      |                               | Schiff®
Specialty                  |   | Active
Nutrition |       | Haleko |        | Other
(1) |   | Total 
|----- | ----------------------------- | ---------------------------------- | - | ---------------- | ----- | ------ | ------ | --------- | - | ------
|2002: |                               |                                    |   |                  |       |        |        |           |   |       
|      | Net sales                     |                                    | $ | 34,530           |       | $      | 7,595  |           | $ | 22,566
|      | Cost of goods sold            |                                    |   | 21,374           |       |        | 4,323  |           |   | 14,887
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Gross profit                  |                                    |   | 13,156           |       |        | 3,272  |           |   | 7,679 
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Operating expenses:           |                                    |   |                  |       |        |        |           |   |       
|      |                               | Selling and marketing              |   |                  | 4,163 |        |        | 2,096     |   |       
|      |                               | General and administrative         |   |                  | 2,645 |        |        | 659       |   |       
|      |                               | Research and development           |   |                  | 662   |        |        | 118       |   |       
|      |                               | Amortization of intangible assets  |   |                  | 86    |        |        | 78        |   |       
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      |                               | Total operating expenses           |   |                  | 7,556 |        |        | 2,951     |   |       
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Income (loss) from operations |                                    | $ | 5,600            |       | $      | 321    |           | $ | (4    
|      |                               |                                    |   |                  |       |        |        |           |   |       
|2001: |                               |                                    |   |                  |       |        |        |           |   |       
|      | Net sales                     |                                    | $ | 32,489           |       | $      | 14,563 |           | $ | 29,800
|      | Cost of goods sold            |                                    |   | 19,200           |       |        | 10,188 |           |   | 22,115
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Gross profit (loss)           |                                    |   | 13,289           |       |        | 4,375  |           |   | 7,685 
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Operating expenses:           |                                    |   |                  |       |        |        |           |   |       
|      |                               | Selling and marketing              |   |                  | 4,359 |        |        | 4,464     |   |       
|      |                               | General and administrative         |   |                  | 2,163 |        |        | 1,219     |   |       
|      |                               | Research and development           |   |                  | 615   |        |        | 239       |   |       
|      |                               | Amortization of intangible assets  |   |                  | 150   |        |        | 417       |   |       
|      |                               | Severance and reorganization costs |   |                  |      |        |        |          |   |       
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      |                               | Total operating expenses           |   |                  | 7,287 |        |        | 6,339     |   |       
|      |                               |                                    |   |                  |       |        |        |           |   |       
|      | Income (loss) from operations |                                    | $ | 6,002            |       | $      | (1,964 | )         | $ | (1,689
|      |                               |                                    |   |                  |       |        |        |           |   |       

---

Net Sales.Net sales for the fiscal 2003 second quarter decreased $12.1 million, or 15.9%, to $64.1 million,
from $76.2 million for the fiscal 2002 second quarter. The decrease in net sales was attributable primarily to reduced net sales in our Active Nutrition and Haleko business units, partially
offset by an increase in Schiff® Specialty net sales.

Schiff®
Specialty net sales increased approximately 6.3% to $34.5 million for the fiscal 2003 second quarter, from $32.5 million for the fiscal 2002 second
quarter. Net sales of Schiff® Move Free®, our leading branded product, were $11.5 million for the fiscal 2003 second quarter, compared to $15.4 million for the
fiscal 2002 second quarter. Private label sales volume was $13.7 million for the

15

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fiscal 2003 second quarter, compared to $8.3 million for the fiscal 2002 second quarter. The increase in private label sales offset the decrease in sales of Schiff® Move
Free®, which was primarily attributable to private label competition.

Active
Nutrition net sales decreased approximately 47.8% to $7.6 million for the fiscal 2003 second quarter, from $14.6 million for the fiscal 2002 second quarter. The
decrease is primarily attributable to a reduction in sales under our American Body Building® and Science Foods® brands, which were sold to an unaffiliated third party in
July 2002. Excluding American Body Building® and Science Foods®, Active Nutrition net sales decreased $1.3 million, primarily attributable to reduced distribution
in certain domestic mass market accounts, and was partially offset by modest sales increases in certain international accounts.

Haleko
net sales decreased approximately 24.3% to $22.6 million for the fiscal 2003 second quarter, from $29.8 million for the fiscal 2002 second quarter. The decrease
primarily resulted from a decline in private label and Venice Beach® sales volume. Private label sales volume was $3.1 million for the fiscal 2003 second quarter, compared to
$8.5 million for the fiscal 2002 second quarter, primarily due to discontinuation of a significant private label account. Venice Beach® sportswear sales were $6.1 million for
the fiscal 2003 second quarter, compared to $9.1 million for the fiscal 2002 second quarter. The decrease was primarily attributable to elimination of lower margin SKU's and contraction of
certain
distribution channels. Economic conditions in Germany continue to decline and may negatively impact operating results in our Haleko business unit for the foreseeable future.

Gross Profit.Gross profit decreased approximately 4.6% to $24.1 million for the fiscal 2003 second quarter, from
$25.3 million for the fiscal 2002 second quarter. Gross profit, as a percentage of net sales, was 37.6% for the fiscal 2003 second quarter, compared to 33.1% for the fiscal 2002 second quarter.
The increase in the gross profit percentage was primarily attributable to significant increases in gross profit from sales of products in our Active Nutrition and Haleko business units.

Schiff®
Specialty gross profit remained relatively constant at approximately $13.2 million for the fiscal 2003 and 2002 second quarters. Gross profit, as a percentage
of net sales, for the Schiff® Specialty business was 38.1% for the fiscal 2003 second quarter, compared to 40.9% for the fiscal 2002 second quarter. The decrease resulted primarily from a
change in product sales mix, including a relative increase in private label sales that have a lower margin. The impact of the reduction in gross profit percentage due to increased private label sales
was partially offset by a decrease in sales incentives and promotion costs classified as reductions in gross sales, improved net raw material costs and other cost savings, including the prior year
business unit realignment. As a result of further changes in product sales mix and private label pricing pressures, Schiff® Specialty gross profit percentage may continue to decrease in
subsequent periods.

Active
Nutrition gross profit decreased $1.1 million, or 25.2%, to $3.3 million for the fiscal 2003 second quarter, from $4.4 million for the fiscal 2002 second
quarter, primarily resulting from a decrease in sales volume. Gross profit, as a percentage of net sales, for the Active Nutrition business was 43.1% for the fiscal 2003 second quarter, compared to
30.0% for the fiscal 2002 second quarter. The increase was primarily attributable to changes in product sales mix, including the elimination of American Body Building® and Science
Foods® brands, reductions in domestic sales credits and cost savings realized in our domestic operations from the prior year business unit realignment.

Haleko
gross profit remained relatively constant at $7.7 million for the fiscal 2003 and 2002 second quarters. Gross profit, as a percentage of net sales, for the Haleko business
was 34.0% for the fiscal 2003 second quarter, compared to 25.8% for the fiscal 2002 second quarter. The increase primarily resulted from a reduction in lower-margin private label sales and improved
Venice Beach® margins.

Operating Expenses.Operating expenses decreased approximately 25.8% to $18.2 million for the fiscal 2003 second
quarter, from $24.5 million for the fiscal 2002 second quarter. Fiscal 2002 second

16

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quarter included severance and reorganization costs of $1.5 million associated with our business unit realignment. Operating expenses, as a percentage of net sales, were 28.4% and 32.1%,
respectively, for the fiscal 2003 and 2002 second quarters. The reduction in operating expenses was primarily attributable to a decrease in marketing and promotion costs, lower net sales, including
the sale of American Body Building® and Science Foods®, and cost savings associated with the fiscal 2002 business unit realignment. The adoption of SFAS No. 142 (see
Note 4 to the Condensed Consolidated Financial
Statements), resulting in the discontinuance of goodwill amortization, also contributed to the reduction in operating expenses.

Selling
and marketing expenses, including sales, marketing, advertising, freight and other costs, was $11.5 million for the fiscal 2003 second quarter, compared to
$14.9 million for the fiscal 2002 second quarter. The decrease in selling and marketing expenses resulted primarily from decreased promotional costs due to a reduction in branded sales,
primarily in our Schiff® Specialty and Active Nutrition business units. As a percentage of branded sales, promotional costs remained relatively constant quarter over quarter with a
reduction in our Haleko business unit partially offset by an increase in Active Nutrition.

General
and administrative expenses were $5.4 million for the fiscal 2003 second quarter, compared to $6.2 million for the fiscal 2002 second quarter. Increases in legal
and insurance costs were more than offset by decreases in personnel and other costs in all of the business units resulting from the fiscal 2002 business unit realignment and the fiscal 2003 first
quarter sale of American Body Building® and Science Foods®.

Research
and development costs remained relatively constant at $1.1 million for the fiscal 2003 and 2002 second quarters. The adoption of SFAS No. 142 and the fiscal 2003
first quarter sale of American Body Building® and Science Foods® resulted in a decrease in amortization expense in the Active Nutrition and Haleko business units.

Other Expense.Other expense, net, was $2.1 million for the fiscal 2003 second quarter, compared to
$2.3 million for the fiscal 2002 second quarter. In November 2002, we paid off the remaining $5.0 million in subordinated loan debt with borrowings available from our senior bank
credit facility. The early pay-off resulted in an approximate $1.1 million write-off of previously capitalized financing fees, including original issue discount costs.
The decrease in interest expense resulted primarily from an overall lower effective borrowing rate on less total indebtedness.

Provision for Income Taxes.Provision for income taxes was a $1.5 million expense for the fiscal 2003 second quarter,
compared to a $2.4 million expense for the fiscal 2002 second quarter. The net effect of tax rate differences for our domestic and international operations more than offset the impact of
increased pre-tax earnings. During the fiscal 2002 second quarter, we recognized a non-cash valuation provision of $1.8 million to write-down previously
recognized tax assets, primarily pertaining to our Haleko business unit. In addition, we did not recognize income tax benefits on losses incurred by Haleko during the fiscal 2002 second quarter.

17

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Results of Operations (Unaudited)

Six Months Ended November 30, 2002 Compared to Six Months Ended November 30, 2001

The following tables show comparative operating results, by business unit, for the six months ended November 30, 2002 and 2001. Certain indirect
costs, including primarily general and administrative and research and development expenses, are charged to the business units based on various allocation methodologies.

|      |                               | Schiff®
Specialty                  |   | Active
Nutrition |        | Haleko |        | Other
(1) |   | Total 
|----- | ----------------------------- | ---------------------------------- | - | ---------------- | ------ | ------ | ------ | --------- | - | ------
|2002: |                               |                                    |   |                  |        |        |        |           |   |       
|      | Net sales                     |                                    | $ | 75,778           |        | $      | 19,458 |           | $ | 46,570
|      | Cost of goods sold            |                                    |   | 46,325           |        |        | 11,160 |           |   | 30,033
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Gross profit                  |                                    |   | 29,453           |        |        | 8,298  |           |   | 16,537
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Operating expenses:           |                                    |   |                  |        |        |        |           |   |       
|      |                               | Selling and marketing              |   |                  | 8,672  |        |        | 4,885     |   |       
|      |                               | General and administrative         |   |                  | 5,878  |        |        | 1,667     |   |       
|      |                               | Research and development           |   |                  | 1,287  |        |        | 253       |   |       
|      |                               | Amortization of intangible assets  |   |                  | 167    |        |        | 233       |   |       
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      |                               | Total operating expenses           |   |                  | 16,004 |        |        | 7,038     |   |       
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Income (loss) from operations |                                    | $ | 13,449           |        | $      | 1,260  |           | $ | (552  
|      |                               |                                    |   |                  |        |        |        |           |   |       
|2001: |                               |                                    |   |                  |        |        |        |           |   |       
|      | Net sales                     |                                    | $ | 73,096           |        | $      | 30,095 |           | $ | 55,193
|      | Cost of goods sold            |                                    |   | 45,656           |        |        | 20,592 |           |   | 40,228
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Gross profit (loss)           |                                    |   | 27,440           |        |        | 9,503  |           |   | 14,965
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Operating expenses:           |                                    |   |                  |        |        |        |           |   |       
|      |                               | Selling and marketing              |   |                  | 10,432 |        |        | 8,035     |   |       
|      |                               | General and administrative         |   |                  | 4,478  |        |        | 2,828     |   |       
|      |                               | Research and development           |   |                  | 1,302  |        |        | 605       |   |       
|      |                               | Amortization of intangible assets  |   |                  | 299    |        |        | 836       |   |       
|      |                               | Severance and reorganization costs |   |                  |       |        |        |          |   |       
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      |                               | Total operating expenses           |   |                  | 16,511 |        |        | 12,304    |   |       
|      |                               |                                    |   |                  |        |        |        |           |   |       
|      | Income (loss) from operations |                                    | $ | 10,929           |        | $      | (2,801 | )         | $ | (4,538
|      |                               |                                    |   |                  |        |        |        |           |   |       

---

Net Sales.Net sales for the six months ended November 30, 2002 decreased $16.6 million, or 10.6%, to
$140.3 million, from $156.9 million for the six months ended November 30, 2001. The decrease in net sales was attributable primarily to reduced net sales in our Active
Nutrition and Haleko business units, partially offset by an increase in Schiff® Specialty net sales.

Schiff®
Specialty net sales increased approximately 3.7% to $75.8 million for the six months ended November 30, 2002, from $73.1 million for the
six months ended November 30, 2001. The increase was primarily due to a greater amount of sales incentives and promotion costs classified as reductions in gross sales in the
six months ended November 30, 2001, compared to the six months ended November 30, 2002. Net sales of Schiff® Move Free® were $30.2 million for the
six months ended November 30, 2002, compared to $35.0 million for the six months ended November 30, 2001. Private label sales volume was $26.9 million for the
six months ended November 30, 2002, compared to

18

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$19.9 million for the six months ended November 30, 2001. The increase in private label sales offset the decrease in sales of Schiff® Move Free®, which
was primarily attributable to increased private label competition.

Active
Nutrition net sales decreased approximately 35.3% to $19.5 million for the six months ended November 30, 2002, from $30.1 million for six months ended
November 30, 2001. The decrease is primarily attributable to a reduction in sales under our American Body Building® and Science Foods® brands, which were sold to an
unaffiliated third party in July 2002. Net sales of American Body Building® and Science Foods® brands were $3.1 million for the six months ended
November 30, 2002, compared to $12.3 million for the six months ended November 30, 2001. Excluding American Body Building® and Science Foods® sales,
Active Nutrition net sales decreased $1.4 million, or 7.9% period over period, primarily attributable to reduced distribution in certain domestic mass market accounts, and was partially offset
by modest sales increases in certain international accounts.

Haleko
net sales decreased approximately 15.6% to $46.6 million for the six months ended November 30, 2002, from $55.2 million for the six months ended
November 30, 2001. The decrease primarily resulted from a decline in private label and Venice Beach® sales volume. Private label sales volume was $6.9 million for the
six months ended November 30, 2002, compared to $15.4 million for the six months ended November 30, 2001. The decrease was primarily due to discontinuation of a
significant private label account. Venice Beach® sportswear sales were $13.0 million for the six months ended November 30, 2002, compared to $14.9 million for
the six months ended November 30, 2001, primarily due to elimination of lower margin SKU's and contraction of certain distribution channels.

Gross Profit.Gross profit increased approximately 4.8% to $54.3 million for the six months ended
November 30, 2002, from $51.8 million for the six months ended November 30, 2001. Gross profit, as a percentage of net sales, was 38.7% for the six months ended
November 30, 2002, compared to 33.0% for the six months ended November 30, 2001. The increase in the gross profit percentage was primarily attributable to significant increases in
gross profit from sales of products in our Active Nutrition and Haleko business units.

Schiff®
Specialty gross profit increased $2.0 million, or 7.3%, to $29.4 million for the six months ended November 30, 2002, from
$27.4 million for the six months ended November 30, 2001. Gross profit, as a percentage of net sales, for the Schiff® Specialty business was 38.9% for the
six months ended November 30, 2002, compared to 37.5% for the six months ended November 30, 2001. The increase was primarily attributable to a decrease in sales incentive and
promotion costs classified as reductions in gross sales, improved net raw material costs and other cost savings, including the prior year business
unit realignment. The impact of the increase in gross profit percentage was substantially offset by a change in product sales mix, including significant increases in private label sales which have
lower margins.

Active
Nutrition gross profit decreased $1.2 million, or 12.7%, to $8.3 million for the six months ended November 30, 2002, from $9.5 million for the
six months ended November 30, 2001, primarily resulting from a decrease in sales volume. Gross profit, as a percentage of net sales, for the Active Nutrition business was 42.6% for the
six months ended November 30, 2002, compared to 31.6% for the six months ended November 30, 2001. The increase was primarily attributable to changes in product sales mix,
including the elimination of American Body Building® and Science Foods® brands, reductions in domestic sales credits and cost savings realized in our domestic operations from
the prior year business unit realignment.

Haleko
gross profit increased $1.5 million, or 10.5%, to $16.5 million for the six months ended November 30, 2002, from $15.0 million for the six
months ended November 30, 2001. Gross profit, as a percentage of net sales, for the Haleko business was 35.5% for the six months ended November 30, 2002, compared to 27.1% for the
six months ended November 30, 2001. The increase primarily resulted from a reduction in lower-margin private label sales and improved Venice Beach® margins.

19

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Operating Expenses.Operating expenses were $40.1 million for the six months ended November 30, 2002,
compared to $49.8 million for the six months ended November 30, 2001. The six months ended November 30, 2002 included severance and reorganization costs of
$1.5 million associated with our fiscal 2002 second quarter business unit realignment. Operating expenses, as a percentage of net sales, were 28.6% and 31.7%, respectively, for the fiscal 2003
and 2002 six-month periods. The reduction in operating expenses was primarily attributable to a decrease in marketing and promotion costs, lower net sales, including the sale of American
Body Building® and Science Foods®, and cost savings associated with the fiscal 2002 business unit realignment. The adoption of SFAS No. 142 (see Note 4 to the
Condensed Consolidated Financial Statements), resulting in the discontinuance of the amortization of goodwill, also contributed to the reduction in operating expenses.

Selling
and marketing expenses, including sales, marketing, advertising, freight and other costs, were $25.4 million for the six months ended November 30, 2002,
compared to $31.3 million for the six months ended November 30, 2001. The decrease in selling and marketing expenses resulted primarily from lower net sales and decreased
promotional costs, primarily in Schiff® Specialty, due to a reduction in branded sales and timing of promotions and discretionary marketing and advertising spending. A reduction in trade
show costs in Active Nutrition also contributed to the reduction in selling and marketing expenses.

General
and administrative expenses were $12.1 million for the six months ended November 30, 2002, compared to $12.9 million for the six months ended
November 30, 2001. Increases in legal, tax consulting
fees and insurance costs were more than offset by decreases in personnel and other costs in all of the business units resulting from the fiscal 2002 business unit realignment and the fiscal 2003 first
quarter sale of American Body Building® and Science Foods®.

Research
and development costs were $2.1 million for the six months ended November 30, 2002, compared to $2.5 million for the six months ended
November 30, 2001. The decrease was primarily due to the fiscal 2002 business unit realignment and the sale of American Body Building® and Science Foods®. The adoption
of SFAS No. 142 and the fiscal 2003 first quarter sale of American Body Building® and Science Foods® resulted in a decrease in amortization expense in the Active
Nutrition and Haleko business units.

Other Expense.Other expense, net, was $2.9 million for the six months ended November 30, 2002, compared
to $4.7 million for the six months ended November 30, 2001. In November 2002, we paid off the remaining $5.0 million in subordinated loan debt with borrowings available
from our senior bank credit facility. The early pay-off resulted in an approximate $1.1 million write-off of previously capitalized financing fees, including original
issue discount costs. The decrease in interest expense resulted from an overall lower effective borrowing rate on less total indebtedness. Other expenses, net, was also impacted by fiscal year 2002
provisions for potentially unrealizable interest accrued on notes receivable related to stock performance units, and income recognized in fiscal 2003 on the sale of certain
held-for-sale equity securities.

Provision for Income Taxes.Provision for income taxes was a $4.5 million expense for the six months ended
November 30, 2002, compared to a $1.6 million expense for the six months ended November 30, 2001. The increase resulted primarily from the increase in pre-tax
earnings partially offset by the net effect of tax rate differences for our domestic and international operations. We did not recognize income tax benefits on losses incurred by Haleko during the
six months ended November 30, 2001.

Liquidity and Capital Resources

Working capital increased $2.0 million to approximately $33.7 million at November 30, 2002, from $31.7 million at May 31, 2002.
The increase in working capital resulted primarily from a decrease in short-term borrowings and certain accrued expenses, partially offset by the sale of assets and certain

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liabilities of our American Body Building® and Science Foods® brands. A decrease in net receivables, partially offset by an increase in inventories, resulted primarily from
the timing of sales due to promotional considerations and lower sales in the fiscal 2003 second quarter, as compared to the fiscal 2002 fourth quarter. The decrease in receivables also resulted from
the collection of approximately $2.2 million in income tax refunds.

We
entered into a senior credit facility (the "Credit Facility") with Bankers Trust Company, effective June 30, 2000, on behalf of our domestic subsidiaries. The Credit Facility
was originally comprised of a $30.0 million amortizing term loan and a $60.0 million revolving loan. Effective May 31, 2002, we amended the Credit Facility whereby the outstanding
balance of the term loan was reduced to $11.1 million and the aggregate revolving loan availability was reduced. During the fiscal 2003 second quarter, the outstanding balance of the term loan
was paid in full with funds available under our revolving loan. Under the revolving loan, as amended, we may borrow up to the lesser of $45.0 million or the sum of (i) 85% of eligible
accounts receivable and (ii) the lesser of $22.5 million or 65% of the eligible inventory. The Credit Facility contains customary terms and conditions, including, among others, financial
covenants regarding minimum cash flows and limitations on indebtedness and our ability to pay dividends under certain circumstances. Our obligations under the Credit Facility are secured by a first
priority lien on all owned or acquired tangible and intangible assets associated with our domestic subsidiaries. The Credit Facility is being used to fund our normal working capital and capital
expenditure requirements. Net proceeds from the sale of our American Body Building® and Science Foods® brands were used to repay a portion of the outstanding indebtedness under
the Credit Facility. At November 30, 2002, available revolving loan funds were approximately $13.6 million.

Our
domestic operations were also supported by a (originally $10.0 million) subordinated loan (the "Subordinated Loan") obtained in conjunction with the Credit Facility. The
Subordinated Loan contained customary terms and conditions, including, among others, financial covenants regarding minimum cash flows and limitations on indebtedness and our ability to pay dividends
under certain circumstances. Effective May 31, 2002, we used funds available under our revolving loan to pay down $5.0 million of the Subordinated Loan. Effective November 27,
2002, we used funds available under our revolving loan to pay-off the remaining $5.0 million of the Subordinated Loan.

Our
European working capital needs (primarily our Haleko business unit) are supported by a Germany based secured credit facility (the "Haleko Facility") that is subject to annual renewal
in June. Our obligations under the Haleko Facility are secured by a first priority lien on substantially all Haleko tangible and intangible assets. During June 2002, we renewed the Haleko
Facility with Deutsche Bank AG in the approximate amount of $20.0 million. At November 30, 2002, the outstanding balance of the Haleko Facility was $8.2 million (included in
current portion of long-term debt) and available revolving loan funds were approximately $10.6 million.

We
believe that our cash, cash flows from operations and the financing sources discussed above will be sufficient to meet our normal cash operating requirements during the next
twelve months. However, we continue to review opportunities to acquire or invest in companies, product rights and other investments that are compatible with our existing business. We could use
cash and financing sources discussed herein, or financing sources that subsequently become available, to fund additional acquisitions or investments. In addition, we may consider issuing additional
debt or equity securities in the future to fund potential acquisitions or growth, or to refinance existing debt. If a material acquisition or investment is completed, our operating results and
financial condition could change materially in future periods. However, no assurance can be given that additional funds will be available on satisfactory terms, or at all, to fund such activities.

In
February 2002, we announced the suspension of the $0.0375 quarterly dividend on our common stock. Our Board of Directors will determine dividend policy in the future based
upon, among other factors, results of operations, financial condition, contractual restrictions and other factors deemed

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relevant at the time. In addition, our credit facilities contain certain customary financial covenants that may limit our ability to pay common stock dividends. We can give no assurance that we will
pay dividends in the future.

A
summary of our outstanding long-term debt and operating lease contractual obligations at November 30, 2002 is as follows (in thousands):

|Contractual
Cash Obligations |                   | Total
Amounts
Committed |        | Less than
1 Year |   | 1 - 3 Years |        | 4 - 5 Years |        | After
5 Years
|---------------------------- | ----------------- | ----------------------- | ------ | ---------------- | - | ----------- | ------ | ----------- | ------ | -------------
|Long-term debt               |                   | $                       | 22,998 |                  | $ | 10,883      |        | $           | 12,115 |              
|Operating leases             |                   |                         | 26,130 |                  |   | 3,000       |        |             | 5,352  |              
|                             |                   |                         |        |                  |   |             |        |             |        |              
|                             | Total obligations |                         | $      | 49,128           |   | $           | 13,883 |             | $      | 17,467       
|                             |                   |                         |        |                  |   |             |        |             |        |              

Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our
estimates and judgments related to valuation of inventories, allowance for doubtful accounts, notes and sales returns, valuation of deferred tax assets and recoverability of long-lived
assets. Note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended May 31, 2002 as filed with the Securities and
Exchange Commission describes the accounting policies governing each of these matters. Our estimates are based on historical experience and on our future expectations that are believed to be
reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
are likely to differ from our current estimates and those differences may be material.

Impact of Inflation

Historically, we have been able to pass inflationary increases for raw materials and other costs onto our customers through price increases and we anticipate that
we will be able to continue to do so in the future.

Seasonality

Our business can be seasonal, with fluctuations in sales resulting from timing of marketing and promotional activities, customer buying patterns and consumer
spending patterns. In addition, as a result of changes in product sales mix and other factors, as discussed above, we experience fluctuations in gross profit and operating margins on a
quarter-to-quarter basis.

ITEM 3. 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 our projections of future events or losses.

Our
cash flows and net earnings (losses) are subject to fluctuations resulting from changes in interest rates and foreign exchange rates. We currently are not party to any significant
derivative instruments and our current policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying
exposure. We do not use financial instruments for trading purposes.

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We
measure market risk, related to our holdings of financial instruments, based on changes in interest rates utilizing a sensitivity analysis. We do not believe that a hypothetical 10%
change in interest rates would have a material effect on our pretax earnings or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures", as such term is defined under Exchange Act Rule 13a-14(c), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures. We have carried out an evaluation, within the 90 days prior to the date of filing of this report, under the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the
Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective in ensuring that material information relating to the company is made
known to the Chief Executive Officer and Chief Financial Officer by others within the company during the period in which this report was being prepared.

There
have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date we completed our evaluation.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in Note 8 to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q is
incorporated herein by reference.

Item 2. Changes in Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of Shareholders was held on October 29, 2002 for the following purpose:

Proposal One:

Election of our Board of Directors.


FOR

WITHHELD
AUTHORITYEric Weider

165,501,601

84,577George F. Lengvari

165,533,701

52,477Bruce J. Wood

165,501,601

84,577Ronald L. Corey

165,527,501

58,677David J. Gustin

165,535,121

51,057Roger H. Kimmel

165,535,301

50,877Brian P. McDermott

165,530,101

56,077H. F. Powell

165,529,901

56,277


Proposal Two:

Ratification of the appointment of Deloitte & Touche, LLP as our independent auditors for the fiscal year ending May 31, 2003.


FOR

AGAINST

ABSTAIN/BROKER
NON-VOTES165,540,865

43,513

1,800


Item 5. Other Information.

Not applicable.

Item 6. Exhibits and Reports on Form 8-K





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SIGNATURES

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

|                       |  | WEIDER NUTRITION INTERNATIONAL, INC.
|---------------------- |  | ------------------------------------
|Date: January 14, 2003 |  | By:                                 

|Date: January 14, 2003 |  | By: |  | /s/JOSEPH W. BATYJoseph W. Baty Executive Vice President and
Chief Financial Officer
|---------------------- |  | --- |  | ------------------------------------------------------------------------------------

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I, Bruce J. Wood, certify that:





Date:
January 14, 2003

|/S/ BRUCE J. WOODBruce J. Wood President and Chief Executive Officer |  |  |  | 
|-------------------------------------------------------------------- |  |  |  | 

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I,
Joseph W. Baty, certify that:





Date:
January 14, 2003

|/S/ JOSEPH W. BATYJoseph W. Baty Executive Vice President and
Chief Financial Officer |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  | 

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