Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HLF | ||
Entity Registrant Name | HERBALIFE NUTRITION LTD. | ||
Entity Central Index Key | 0001180262 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Shares, par value $0.0005 per share | ||
Entity Shell Company | false | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 109,774,177 | ||
Entity Public Float | $ 2,792 | ||
Entity File Number | 1-32381 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-0377871 | ||
Entity Address, Address Line One | P.O. Box 309GT | ||
Entity Address, Address Line Two | Ugland House, South Church Street | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address, Country | KY | ||
City Area Code | 213 | ||
Local Phone Number | 745-0500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
ICFR Auditor Attestation Flag | true | ||
Entity Address, Postal Zip Code | KY1-1106 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 601.5 | $ 1,045.4 |
Receivables, net of allowance for doubtful accounts | 66.9 | 83.3 |
Inventories | 575.7 | 501.4 |
Prepaid expenses and other current assets | 187.7 | 145.7 |
Total current assets | 1,431.8 | 1,775.8 |
Property, plant, and equipment, at cost, net of accumulated depreciation and amortization | 442.1 | 390.2 |
Operating lease right-of-use assets | 220 | 222.8 |
Marketing-related intangibles and other intangible assets, net | 317.3 | 313.3 |
Goodwill | 95.4 | 100.5 |
Other assets | 313.2 | 273.5 |
Total assets | 2,819.8 | 3,076.1 |
Current liabilities: | ||
Accounts payable | 92 | 88.7 |
Royalty overrides | 363.2 | 358.2 |
Current portion of long-term debt | 29.4 | 22.9 |
Other current liabilities | 595.8 | 657.5 |
Total current liabilities | 1,080.4 | 1,127.3 |
Long-term debt, net of current portion | 2,733.2 | 2,405.5 |
Non-current operating lease liabilities | 201.2 | 206.7 |
Other non-current liabilities | 196.5 | 192.7 |
Total liabilities | 4,211.3 | 3,932.2 |
Commitments and contingencies | ||
Shareholders, deficit: | ||
Common shares, $0.0005 par value; 2.0 billion shares authorized; million (2021) and 120.1 million (2020) shares outstanding | 0.1 | 0.1 |
Paid-in capital in excess of par value | 318.1 | 342.3 |
Accumulated other comprehensive loss | (211.8) | (182.2) |
Accumulated deficit | (1,169) | (687.4) |
Treasury stock, at cost, 10.0 million (2021) and 10.0 million (2020) shares | (328.9) | (328.9) |
Total shareholders' deficit | (1,391.5) | (856.1) |
Total liabilities and shareholders' deficit | $ 2,819.8 | $ 3,076.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | $ 0.0005 | $ 0.0005 |
Common shares, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common shares, shares outstanding | 100,800,000 | 120,100,000 |
Treasury stock shares, at cost | 10,000,000 | 10,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 5,802.8 | $ 5,541.8 | $ 4,877.1 |
Cost of sales | 1,239.3 | 1,150.6 | 958 |
Gross profit | 4,563.5 | 4,391.2 | 3,919.1 |
Royalty overrides | 1,833.7 | 1,690.1 | 1,448.2 |
Selling, general, and administrative expenses | 2,012.1 | 2,075 | 1,940.3 |
Other operating income | (16.4) | (14.5) | (37.5) |
Operating income | 734.1 | 640.6 | 568.1 |
Interest expense | 153.1 | 133 | 153 |
Interest income | 4.4 | 8.8 | 20.6 |
Other expense (income), net | 24.6 | 0 | (15.7) |
Income before income taxes | 560.8 | 516.4 | 451.4 |
Income taxes | 113.6 | 143.8 | 140.4 |
Net income | $ 447.2 | $ 372.6 | $ 311 |
Earnings per share: | |||
Basic | $ 4.22 | $ 2.83 | $ 2.26 |
Diluted | $ 4.13 | $ 2.77 | $ 2.20 |
Weighted-average shares outstanding: | |||
Basic | 105.9 | 131.5 | 137.4 |
Diluted | 108.3 | 134.5 | 141.6 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 447.2 | $ 372.6 | $ 311 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of income taxes of $0.2 (2021), $(2.0) (2020), and $0.1 (2019) | (33.2) | 33.2 | 0 |
Unrealized gain (loss) on derivatives, net of income taxes of $ - (2021), $(0.4) (2020), and $ - (2019) | 3.6 | (2.9) | (2.7) |
Total other comprehensive income (loss) | (29.6) | 30.3 | (2.7) |
Total comprehensive income | $ 417.6 | $ 402.9 | $ 308.3 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, tax | $ 0.2 | $ (2) | $ 0.1 |
Unrealized loss on derivatives, tax | $ 0 | $ (0.4) | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) $ in Millions | Total | Common Shares [Member] | Treasury Stock [Member] | Paid-in Capital in Excess of par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ (723.4) | $ 0.1 | $ (328.9) | $ 341.5 | $ (209.8) | $ (526.3) |
Issuance of 1.0 common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 3.2 | 3.2 | ||||
Additional capital from share-based compensation | 38.6 | 38.6 | ||||
Repurchases of 0.4, 19.0 and 21.0 common shares in 2019, 2020 and 2021 respectively | (16.7) | (16.7) | ||||
Net income | 311 | 311 | ||||
Foreign currency translation adjustment, net of income taxes of $ 0.1, (2.0) and 0.2 in 2019, 2020 and 2021 respectively | 0 | |||||
Unrealized gain (loss) on derivatives, net of income taxes of $ - (2021), $(0.4) (2020), and $ - (2019) | (2.7) | (2.7) | ||||
Ending balance at Dec. 31, 2019 | (390) | 0.1 | (328.9) | 366.6 | (212.5) | (215.3) |
Issuance of 1.0 common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 3.5 | 3.5 | ||||
Additional capital from share-based compensation | 51 | 51 | ||||
Repurchases of 0.4, 19.0 and 21.0 common shares in 2019, 2020 and 2021 respectively | (923.5) | (78.8) | (844.7) | |||
Net income | 372.6 | 372.6 | ||||
Foreign currency translation adjustment, net of income taxes of $ 0.1, (2.0) and 0.2 in 2019, 2020 and 2021 respectively | 33.2 | 33.2 | ||||
Unrealized gain (loss) on derivatives, net of income taxes of $ - (2021), $(0.4) (2020), and $ - (2019) | (2.9) | (2.9) | ||||
Ending balance at Dec. 31, 2020 | (856.1) | 0.1 | (328.9) | 342.3 | (182.2) | (687.4) |
Issuance of 1.0 common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 4.2 | 4.2 | ||||
Additional capital from share-based compensation | 54.1 | 54.1 | ||||
Repurchases of 0.4, 19.0 and 21.0 common shares in 2019, 2020 and 2021 respectively | (1,011.3) | (82.5) | (928.8) | |||
Net income | 447.2 | 447.2 | ||||
Foreign currency translation adjustment, net of income taxes of $ 0.1, (2.0) and 0.2 in 2019, 2020 and 2021 respectively | (33.2) | (33.2) | ||||
Unrealized gain (loss) on derivatives, net of income taxes of $ - (2021), $(0.4) (2020), and $ - (2019) | 3.6 | 3.6 | ||||
Ending balance at Dec. 31, 2021 | $ (1,391.5) | $ 0.1 | $ (328.9) | $ 318.1 | $ (211.8) | $ (1,169) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Deficit (Parenthetical) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | |||
Issuance of common shares | 1.7 | 1.7 | 1 |
Repurchases of common shares | 21 | 19 | 0.4 |
Foreign currency translation adjustment, tax | $ 0.2 | $ (2) | $ 0.1 |
Unrealized Gain (loss) on derivatives, tax | $ 0 | $ (0.4) | $ 0 |
Forward Counterparties' delivery of common shares to the Company | 6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 447.2 | $ 372.6 | $ 311 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 107.6 | 100.3 | 97.7 |
Share-based compensation expenses | 54.1 | 51 | 38.6 |
Non-cash interest expense | 30.1 | 26.7 | 43.7 |
Deferred income taxes | (33.3) | 2 | 15.4 |
Inventory write-downs | 28.8 | 20.6 | 19.1 |
Foreign exchange transaction loss | 14.3 | 9.9 | 2.1 |
Loss on extinguishment of debt | 24.6 | 0 | 0 |
Other | 5.2 | 5.3 | (7.9) |
Changes in operating assets and liabilities: | |||
Receivables | 9.6 | (5.8) | (14.4) |
Inventories | (129.1) | (76.6) | (68.6) |
Prepaid expenses and other current assets | (49.3) | (11.9) | 28.3 |
Accounts payable | 6.9 | 5.5 | 0.1 |
Royalty overrides | 17.8 | 61.2 | 11.5 |
Other current liabilities | (68.8) | 77.6 | (5.5) |
Other | (5.4) | (9.8) | (13.6) |
Net cash provided by operating activities | 460.3 | 628.6 | 457.5 |
Cash flows from investing activities: | |||
Purchases of property, plant, and equipment | (151.4) | (112) | (106.1) |
Other | (5) | (11.2) | (1.9) |
Net cash used in investing activities | (156.4) | (123.2) | (108) |
Cash flows from financing activities: | |||
Borrowings from senior secured credit facility, net of discount | 671.1 | 31.5 | 0 |
Principal payments on senior secured credit facility and other debt | (563.5) | (24.5) | (24.5) |
Repayment of convertible senior notes | 0 | 0 | (675) |
Proceeds from senior notes | 600 | 600 | 0 |
Repayment of senior notes | (420.7) | 0 | 0 |
Debt issuance costs | (8.4) | (7.9) | 0 |
Share repurchases | (1,011.3) | (923.5) | (16.7) |
Other | 4.2 | 3.5 | 3.2 |
Net cash provided by (used in) financing activities | (728.6) | (320.9) | (713) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (18.9) | 22 | (4) |
Net change in cash, cash equivalents, and restricted cash | (443.6) | 206.5 | (367.5) |
Cash, cash equivalents, and restricted cash, beginning of period | 1,054 | 847.5 | 1,215 |
Cash, cash equivalents, and restricted cash, end of period | 610.4 | 1,054 | 847.5 |
Cash paid during the year: | |||
Interest paid | 143.5 | 78.9 | 114.3 |
Income taxes paid | $ 156.3 | $ 138.2 | $ 147.9 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Herbalife Nutrition Ltd., a Cayman Islands exempted company with limited liability, was incorporated on April 4, 2002. Herbalife Nutrition Ltd. (and together with its subsidiaries, the “Company,” “Herbalife,” or “Herbalife Nutrition”) is a global nutrition company that sells weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition products to and through a network of independent members, or Members. In China, the Company sells its products to and through independent service providers and sales representatives to customers and preferred customers, as well as through Company-operated retail platforms when necessary. The Company sells its products in six geographic regions: North America; Mexico; South and Central America; EMEA, which consists of Europe, the Middle East, and Africa; Asia Pacific (excluding China); and China. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The Company’s consolidated financial statements refer to Herbalife Nutrition Ltd. and its subsidiaries. Recently Adopted Pronouncements In August 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans . This ASU removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The amendments in this update are effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance during the first quarter of 2021 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by eliminating some exceptions to the general approach in the FASB Accounting Standards Codification, or ASC, Topic 740, Income Taxes , and clarifies certain aspects of the existing guidance to promote more consistent application, among other things. The amendments in this update are effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance during the first quarter of 2021 did not have a material impact on the Company’s consolidated financial statements . New Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , or ASU 2020-06. This ASU simplifies the accounting for convertible instruments by eliminating certain accounting models, resulting in fewer embedded conversion features being separately recognized from the host contract, and also amends the guidance for derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. Additionally, the amendments in this ASU affect the diluted EPS calculation for convertible instruments. It will require that the effect of potential share settlement be included in the diluted EPS calculation when a convertible instrument may be settled in cash or shares; the if-converted method as opposed to the treasury stock method would be required to calculate diluted EPS for these types of convertible instruments. The amendments in this update are effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The Company plans to adopt this guidance during the first quarter of 2022 using the modified retrospective method and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects the adoption of this guidance to increase long-term debt by approximately $ 59.1 million, reduce paid-in capital in excess of par value by approximately $ 136.7 million, and decrease accumulated deficit by approximately $ 77.6 million within its consolidated balance sheet. Future non-cash interest expense related to convertible instruments will be lower as a result of adoption of this guidance and net income per share will be computed using the if-converted method for convertible instruments. In December 2021, the Company made an irrevocable election under the indenture governing the convertible senior notes due 2024, or the 2024 Convertible Notes, to require the principal portion of the 2024 Convertible Notes to be settled in cash and any excess in shares or cash. Following the irrevocable election, only the amounts expected to be settled in excess of the principal will be considered in diluted earnings per share under the if-converted method pursuant to ASU 2020-06. This irrevocable election under the indenture had no impact to the Company’s consolidated financial statements as of and for the year ended December 31, 2021. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This ASU increases the transparency of government assistance including the disclosure of: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The amendments in this update are effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. Significant Accounting Policies Consolidation Policy The consolidated financial statements include the accounts of Herbalife Nutrition Ltd. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. Foreign Currency Translation and Transactions In the majority of the countries that the Company operates, the functional currency is the local currency. The Company’s foreign subsidiaries’ asset and liability accounts are translated for consolidated financial reporting purposes into U.S. dollar amounts at year-end exchange rates. Revenue and expense accounts are translated at the average rates during the year. Foreign exchange translation adjustments are included in accumulated other comprehensive loss on the accompanying consolidated balance sheets. Foreign currency transaction gains and losses, which include the cost of foreign currency derivative contracts and the related settlement gains and losses but excluding certain foreign currency derivatives designated as cash flow hedges as discussed in Note 11, Derivative Instruments and Hedging Activities , are included in selling, general, and administrative expenses within the accompanying consolidated statements of income. The Company recorded net foreign currency transaction losses of $ 6.2 million, $ 14.8 million, and $ 2.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. Forward Exchange Contracts, Option Contracts, and Interest Rate Swaps The Company enters into foreign currency derivatives, primarily comprised of foreign currency forward contracts and option contracts, in managing its foreign exchange risk on sales to Members, inventory purchases denominated in foreign currencies, and intercompany transactions and loans. The Company also enters into interest rate swaps in managing its interest rate risk on its variable rate senior secured credit facility. The Company does not use the contracts for trading purposes. In accordance with FASB ASC Topic 815, Derivatives and Hedging , or ASC 815, the Company designates certain of its derivative instruments as cash flow hedges and formally documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction, at the time the derivative contract is executed. The Company assesses the effectiveness of the hedge both at inception and on an ongoing basis and determines whether the hedge is highly or perfectly effective in offsetting changes in cash flows of the hedged item. The Company records changes in the estimated fair value in accumulated other comprehensive loss and subsequently reclassifies the related amount of accumulated other comprehensive loss to earnings when the hedged item and underlying transaction impacts earnings. If it is determined that a derivative has ceased to be a highly effective hedge, the Company will discontinue hedge accounting for such transaction. For derivatives that are not designated as hedges, all changes in estimated fair value are recognized in the consolidated statements of income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. The Company has a cash pooling arrangement with a financial institution for cash management purposes. This cash pooling arrangement allows certain of the Company’s participating subsidiaries to withdraw cash from this financial institution based upon the Company’s aggregate cash deposits held by subsidiaries who participate in the cash pooling arrangement. To the extent any participating location on an individual basis is in an overdraft position, these overdrafts will be recorded as liabilities and reflected as financing activities in the Company’s consolidated balance sheets and consolidated statements of cash flows, respectively. The Company did not owe any amounts to this financial institution as of December 31, 2021 and 2020. Accounts Receivable Accounts receivable consist principally of receivables from credit card companies, arising from the sale of products to the Company’s Members, and receivables from importers, who are utilized in a limited number of countries to sell products to Members. The Company believes the concentration of its collection risk related to its credit card receivables is reduced due to geographic dispersion. Credit card receivables were $ 53.0 million and $ 65.2 million as of December 31, 2021 and 2020, respectively. Substantially all credit card receivables were current as of December 31, 2021 and 2020. For the Company’s receivables from its importers, the Company performs ongoing credit evaluations of its importers and maintains an allowance for potential credit losses. The Company considers customer credit-worthiness, past and current transaction history with the customer, contractual terms, current economic industry trends, and changes in customer payment terms when determining whether collectability is reasonably assured and whether to record allowances for its receivables. If the financial condition of the Company’s customers deteriorates and adversely affects their ability to make payments, additional allowances will be recorded. The Company believes that it provides adequate allowances for receivables from its Members and importers which are not material to its consolidated financial statements. The Company recorded bad-debt expense related to allowances for the Company’s receivables of $ 0.1 million, $ 1.7 million, and $ 3.0 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company’s allowance for doubtful accounts was $ 2.5 million and $ 3.3 million, respectively. As of December 31, 2021 and 2020, the majority of the Company’s total outstanding accounts receivable were current. Fair Value of Financial Instruments The Company applies the provisions of FASB authoritative guidance as it applies to its financial and non-financial assets and liabilities. The FASB authoritative guidance clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements. The Company has estimated the fair value of its financial instruments using the following methods and assumptions: • The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturities of these instruments; • The fair value of option and forward contracts are based on dealer quotes; • The outstanding borrowings on the Company’s term loan A under its senior secured credit facility are recorded at carrying value, and their fair value is determined by utilizing over-the-counter market quotes for similar instruments; • The outstanding borrowings on the Company’s term loan B under its senior secured credit facility are recorded at carrying value, and their fair value is determined by utilizing over-the-counter market quotes; • The outstanding borrowings on the Company’s revolving credit facility under its senior secured credit facility are recorded at carrying value, and their fair value approximates their carrying value due to its variable interest rate which reprices frequently and represents floating market rates; • The Company’s convertible senior notes due 2024 are recorded at carrying value and their fair value is determined using two valuation methods as described further in Note 5, Long-Term Debt ; and • The Company’s senior notes due 2025 and senior notes due 2029 are recorded at carrying value, and their fair values are determined by utilizing over-the-counter market quotes and yield curves. Inventories Inventories are stated at lower of cost (primarily on the first-in, first-out basis) and net realizable value. Debt Issuance Costs Debt issuance costs represent fees and expenses related to the borrowing of the Company’s long-term debt and are generally amortized over the term of the related debt using the effective interest method. Debt issuance costs, except for those related to the Company’s revolving credit facility, are recorded as a reduction to debt (contra-liability) within the Company’s consolidated balance sheets. Total amortization expense related to debt issuance costs were $ 6.0 million, $ 4.6 million, and $ 5.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company’s remaining unamortized debt issuance costs were $ 23.9 million and $ 25.4 million, respectively. Long-Lived Assets As of December 31, 2021 and 2020, the Company’s net property, plant, and equipment consisted of the following: December 31, 2021 2020 (in millions) Property, plant, and equipment, at cost: Land and buildings $ 51.2 $ 51.1 Furniture and fixtures 27.9 26.1 Equipment 1,127.1 1,023.7 Building and leasehold improvements 254.5 222.8 Total property, plant, and equipment, at cost 1,460.7 1,323.7 Less: accumulated depreciation and amortization ( 1,018.6 ) ( 933.5 ) Property, plant, and equipment, at cost, net of accumulated depreciation and amortization $ 442.1 $ 390.2 Depreciation of furniture, fixtures, and equipment (including computer hardware and software) is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to ten years . The Company capitalizes eligible costs to acquire or develop internal-use software that are incurred subsequent to the preliminary project stage. Computer hardware and software, the majority of which is comprised of capitalized internal-use software costs, were $ 199.3 million and $ 188.7 million as of December 31, 2021 and 2020, respectively, net of accumulated depreciation. Leasehold improvements are amortized on a straight-line basis over the life of the related asset or the term of the lease, whichever is shorter. Buildings are depreciated over 40 years . Building improvements are generally depreciated over ten to fifteen years . Land is not depreciated. Depreciation and amortization expenses recorded to selling, general, and administrative expenses totaled $ 89.2 million, $ 80.9 million, and $ 78.8 million, for the years ended December 31, 2021, 2020, and 2019, respectively. Long-lived assets are reviewed for impairment based on undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss is based on the estimated fair value of the asset. Goodwill and marketing-related intangible assets with indefinite lives are evaluated on an annual basis for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. For goodwill, the Company performed a quantitative assessment during the fourth quarter of 2021, in which it used a discounted cash flow approach to estimate the fair value of a reporting unit, and determined that the fair value of each reporting unit was greater than its respective carrying value. If the fair value of the reporting unit was less than the carrying value, then a goodwill impairment amount would be recorded for the difference. For the marketing-related intangible assets, the Company performed a quantitative assessment during the fourth quarter of 2021, in which it used a discounted cash flow model under the relief-from-royalty method in order to determine the fair value, and determined that the fair value of the assets was greater than their carrying value. If the fair value of the assets was less than the carrying value, then an impairment amount would be recorded for the difference. During the years ended December 31, 2021, 2020, and 2019, there were no additions to or impairments of marketing-related intangible assets. As of both December 31, 2021 and 2020, the marketing-related intangible asset balance was $ 310.0 million and consisted of the Company’s trademark, trade name, and marketing franchise. During the years ended December 31, 2021 and 2019, there were no additions to or impairments of goodwill. During the year ended December 31, 2020, goodwill increased by $ 9.0 million, of which $ 7.0 million was due to an immaterial acquisition and $ 2.0 million was due to foreign currency translation adjustments. During the year ended December 31, 2020, there was no impairment of goodwill. As of December 31, 2021 and 2020, the goodwill balance was $ 95.4 million and $ 100.5 million, respectively. The decrease in goodwill during the year ended December 31, 2021 was due to foreign currency translation adjustments. The cash paid for the immaterial acquisition during 2020 is reflected as other cash flows from investing activities within the Company’s consolidated statements of cash flows. Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s consolidated statements of cash flows: December 31, 2021 2020 (in millions) Cash and cash equivalents $ 601.5 $ 1,045.4 Restricted cash included in Prepaid expenses and other current assets 2.6 2.5 Restricted cash included in Other assets 6.3 6.1 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 610.4 $ 1,054.0 The majority of the Company’s consolidated restricted cash is held by certain of its foreign entities and consists of cash deposits that are required due to the business operating requirements in those jurisdictions. Income Taxes Income tax expense includes income taxes payable for the current year and the change in deferred income tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or income tax returns. A valuation allowance is recognized to reduce the carrying value of deferred income tax assets if it is believed to be more likely than not that a component of the deferred income tax assets will not be realized. The Company accounts for uncertainty in income taxes in accordance with FASB authoritative guidance which clarifies the accounting and reporting for uncertainties in income taxes recognized in an enterprise’s financial statements. This guidance prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company has made an accounting policy election to account for global intangible low-taxed income as a period cost if and when incurred. Royalty Overrides Certain Members may earn commissions called royalty overrides, which include production bonuses, based on retail sales volume. Royalty overrides are based on the retail sales volume of certain other Members who are sponsored directly or indirectly by the Member. Royalty overrides are recorded when the products are delivered and revenue is recognized. The royalty overrides are compensation to Members for services rendered including the development, retention and the improved productivity of their sales organizations. As such royalty overrides are classified as an operating expense. Non-U.S. royalty override checks that have aged, for a variety of reasons, beyond a certainty of being paid, are taken back into income. Management has estimated this period of certainty to be three years worldwide. Distributor Compensation – U.S. In the U.S., distributor compensation, including Royalty overrides, is capped if the Company does not meet an annual requirement as described in the consent order discussed in more detail in Note 7, Contingencies . On a periodic basis, the Company evaluates if this requirement will be achieved by year-end to determine if a cap on distributor compensation will be required, and then determines the appropriate amount of distributor compensation expense, which may vary in each reporting period. The Company determined that the cap to distributor compensation will not be applicable for the year ended December 31, 2021 as the annual requirement was met. Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and unrealized gains or losses on derivatives. See Note 8, Shareholders’ Deficit , for the description and detail of the components of accumulated other comprehensive loss. Operating Leases The Company leases most of its physical properties under operating leases. The Company recognizes rent expense on a straight-line basis for its operating leases. Certain lease agreements generally include rent holidays and tenant improvement allowances. Prior to January 1, 2019, the Company recognized rent holiday periods on a straight-line basis over the lease term beginning when the Company had the right to the leased space; the Company also recorded tenant improvement allowances and rent holidays as deferred rent liabilities and amortized the deferred rent over the terms of the lease to rent expense. Prior to January 1, 2019, the Company did not recognize its operating leases on its balance sheet. Beginning January 1, 2019, the Company recognizes a right of use asset and lease liability within its consolidated balance sheets for operating leases with terms greater than twelve months. The initial measurement of the lease liability is measured at the present value of lease payments not yet paid discounted generally using the Company’s incremental borrowing rate at the commencement date. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets, and the Company does not separate nonlease components from lease components. Research and Development The Company’s research and development is performed by in-house staff and outside consultants. For all periods presented, research and development costs were expensed as incurred and were not material. Other Operating Income To encourage local investment and operations, governments in various China provinces conduct grant programs. The Company applied for and received several such grants in China. Government grants are recorded into income when a legal right to the grant exists, there is a reasonable assurance that the grant proceeds will be received, and the substantive conditions under which the grants were provided have been met. Generally, these substantive conditions are the Company maintaining operations and paying certain taxes in the relevant province and obtaining government approval by completing an annual application process. The Company believes the continuing obligation with respect to the funds is a general requirement that they are used only for its business in China. The Company recognized government grant income related to its regional headquarters and distribution centers within China of approximately $ 16.4 million, $ 14.5 million, and $ 31.5 million during the years ended December 31, 2021, 2020, and 2019, respectively, in other operating income within its consolidated statements of income. The Company intends to continue applying for government grants in China when programs are available; however, there is no assurance that the Company will receive grants in future periods. During the year ended December 31, 2019, the Company also recognized $ 6.0 million in other operating income within its consolidated statement of income related to the finalization of insurance recoveries in connection with the flooding at one of its warehouses in Mexico during September 2017, which damaged certain of the Company’s inventory stored within the warehouse. See Note 7, Contingencies , to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion. Other Expense (Income), Net During the year ended December 31, 2021, the Company recognized a $ 24.6 million loss on the extinguishment of the 2026 Notes (See Note 5, Long-Term Debt ) in other expense (income), net within its consolidated statements of income. During the year ended December 31, 2020, the Company did no t recognize any other expense (income), net. During the year ended December 31, 2019, the Company recognized a gain of $ 15.7 million on the revaluation of the non-transferable contractual contingent value right, or CVR, provided for each share tendered in the October 2017 modified Dutch auction tender offer (See Note 8, Shareholders’ Deficit ) in other expense (income), net within its consolidated statements of income. Professional Fees The Company expenses professional fees, including legal fees, as incurred. These professional fees are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. Advertising Advertising costs, including Company sponsorships, are expensed as incurred and amounted to approximately $ 47.3 million, $ 39.0 million, and $ 41.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. These expenses are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. Earnings Per Share Basic earnings per share represents net income divided by the weighted-average number of common shares outstanding for the period. Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive securities, such as outstanding stock appreciation rights, or SARs, stock units, and convertible notes. The following are the common share amounts used to compute the basic and diluted earnings per share for each period: Year Ended December 31, 2021 2020 2019 (in millions) Weighted-average shares used in basic computations 105.9 131.5 137.4 Dilutive effect of exercise of equity grants outstanding 2.4 3.0 3.5 Dilutive effect of 2019 Convertible Notes — — 0.7 Weighted-average shares used in diluted computations 108.3 134.5 141.6 There were an aggregate of 1.0 million, 0.8 million, and 0.8 million of equity grants, consisting of SARs and stock units that were outstanding during the years ended December 31, 2021, 2020, and 2019, respectively, but were not included in the computation of diluted earnings per share because their effect would be anti-dilutive or the performance condition of the award had not been satisfied. Since the Company was required to settle the principal amount of its 2019 Convertible Notes in cash and settle the conversion feature for the amount above the conversion price in common shares, or the conversion spread, the Company used the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted earnings per share, if applicable. The conversion spread would have had a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeded the conversion price of the 2019 Convertible Notes. The dilutive impact for the year ended December 31, 2019 is disclosed in the table above. The initial conversion rate and conversion price for the 2019 Convertible Notes are described further in Note 5, Long-Term Debt . For the 2024 Convertible Notes, the Company is required to settle the principal amount in cash and has the option to settle the conversion feature for the amount above the conversion price, or the conversion spread, in common shares or cash. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted earnings per share, if applicable. The conversion spread will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeds the conversion price of the 2024 Convertible Notes. For the years ended December 31, 2021, 2020, and 2019, the 2024 Convertible Notes have been excluded from the computation of diluted earnings per share, as the effect would be anti-dilutive since the conversion price of the 2024 Convertible Notes exceeded the average market price of the Company’s common shares for the years ended December 31, 2021, 2020, and 2019. The initial conversion rate and conversion price for the 2024 Convertible Notes are described further in Note 5, Long-Term Debt . The capped call transactions executed in connection with the issuance of the 2019 Convertible Notes, or the Capped Call Transactions, were excluded from the calculation of diluted earnings per share because their impact is always anti-dilutive. Additionally, the prepaid forward share repurchase transactions executed in connection with the issuance of the 2019 Convertible Notes, or the Forward Transactions, were treated as retired shares for basic and diluted EPS purposes, in each case for the periods the transactions were in effect. On August 15, 2019, the remaining Capped Call Transactions expired unexercised and all shares were retired under the Forward Transactions. See Note 8, Shareholders’ Deficit , for additional discussion regarding the Capped Call Transactions and Forward Transactions. See Note 8, Shareholders’ Deficit , for a discussion of how common shares repurchased by the Company’s indirect wholly-owned subsidiary are treated under U.S. GAAP. Revenue Recognition The Company’s net sales consist of product sales. In general, the Company’s performance obligation is to transfer its products to its Members. The Company generally recognizes revenue when product is delivered to its Members. For the majority of China independent service providers and for third-party importers utilized in certain other countries where sales historically have not been material, the Company recognizes revenue based on the Company’s estimate of when the service provider or third-party importer sells the products because the Company is deemed to be the principal party of these product sales due to the additional selling and operating requirements relating to pricing of products, conducting business with physical locations, and other selling and marketing activities required of the service providers and third-party importers. Beginning January 1, 2022, the Company will begin recognizing revenue for certain China independent service providers upon delivery as such Members will have pricing discretion and increased fulfillment responsibilities and accordingly have been determined to be the Company’s customers for accounting purposes. The Company’s Members, excluding its China independent service providers, may receive distributor allowances, which are comprised of discounts, rebates, and wholesale commission payments from the Company. Distributor allowances resulting from the Company’s sales of its products to its Members are recorded against net sales because the distributor allowances represent discounts from the suggested retail price. The Company compensates its sales leader Members with royalty overrides for services rendered relating to the development, retention, and management of their sales organizations. Royalty overrides are payable based on achieved sales volume. Royalty overrides are classified as an operating expense reflecting the services provided to the Com |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories The following are the major classes of inventory: December 31, 2021 2020 (in millions) Raw materials $ 81.8 $ 80.1 Work in process 8.6 7.9 Finished goods 485.3 413.4 Total $ 575.7 $ 501.4 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 4. Leases Generally, the Company leases certain office space, warehouses, distribution centers, manufacturing centers, and equipment. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company also rents or subleases certain real estate to third parties. Sublease income was not material for the years ended December 31, 2021, 2020, and 2019. In general, the Company’s leases include one or more options to renew, with renewal terms that generally vary from one to ten years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets, and the Company does not separate nonlease components from lease components. The Company’s lease assets and liabilities recognized within its consolidated balance sheets were as follows: December 31, 2021 2020 Balance Sheet Location (in millions) ASSETS: Operating lease right-of-use assets $ 220.0 $ 222.8 Operating lease right-of-use assets Finance lease right-of-use assets 1.1 0.5 Property, plant, and equipment, at cost, net of accumulated depreciation and amortization(1) Total lease assets $ 221.1 $ 223.3 LIABILITIES: Current: Operating lease liabilities $ 42.8 $ 35.5 Other current liabilities Finance lease liabilities 0.4 0.2 Current portion of long-term debt Non-current: Operating lease liabilities 201.2 206.7 Non-current operating lease liabilities Finance lease liabilities 0.7 0.3 Long-term debt, net of current portion Total lease liabilities $ 245.1 $ 242.7 (1) Finance lease assets are recorded net of accumulated amortization of $ 1.9 million and $ 1.7 million as of December 31, 2021 and 2020, respectively. Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease cost(1)(2) $ 67.1 $ 63.8 $ 65.7 Finance lease cost Amortization of right-of-use assets 0.3 0.4 0.4 Interest on lease liabilities — — — Net lease cost $ 67.4 $ 64.2 $ 66.1 (1) Includes short-term leases and variable lease costs, which were $ 9.5 million and $ 1.9 million, respectively, for the year ended December 31, 2021, $ 11.0 million and $ 1.2 million, respectively, for the year ended December 31, 2020, and $ 11.2 million and $ 2.2 million, respectively, for the year ended December 31, 2019. Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred. (2) Amount includes $ 62.7 million, $ 60.2 million, and $ 62.3 million recorded to selling, general, and administrative expenses within the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019, respectively, and $ 4.4 million, $ 3.6 million, and $ 3.4 million capitalized as part of the cost of another asset, which includes inventories, for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, annual scheduled lease payments were as follows: Operating Leases(1) Finance Leases (in millions) 2022 $ 53.1 $ 0.4 2023 40.9 0.4 2024 37.2 0.3 2025 29.2 — 2026 23.2 — Thereafter 117.2 — Total lease payments 300.8 1.1 Less: imputed interest 56.8 — Present value of lease liabilities $ 244.0 $ 1.1 (1) Operating lease payments exclude $ 0.2 million of legally binding minimum lease payments for leases signed but not yet commenced. In general, for the majority of the Company’s material leases, the renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these renewal options will be exercised. Periodically, the Company assesses its leases to determine whether it is reasonably certain that these renewal options will be exercised. The majority of the Company’s leases are for real estate and in general, the individual lease contracts do not provide information about the rate implicit in the lease. Because the Company is not able to determine the rate implicit in its leases, it instead generally uses its incremental borrowing rate to determine the present value of lease liabilities. In determining its incremental borrowing rate, the Company reviewed the terms of its leases, its senior secured credit facility, swap rates, and other factors. The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows: December 31, 2021 2020 2019 Weighted-average remaining lease term: Operating leases 7.8 years 8.3 years 8.3 years Finance leases 3.0 years 3.1 years 3.2 years Weighted-average discount rate: Operating leases 4.8 % 5.5 % 5.6 % Finance leases 3.6 % 5.1 % 5.4 % Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 50.2 $ 50.3 $ 45.9 Operating cash flows for finance leases — — — Financing cash flows for finance leases 0.3 0.5 0.4 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 46.0 74.2 55.2 Finance leases 1.0 0.1 0.6 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. Long-Term Debt Long-term debt consists of the following: December 31, 2021 2020 (in millions) Borrowings under senior secured credit facility, carrying value $ 1,088.6 $ 976.5 2.625 % convertible senior notes due 2024 , carrying value of liability component 486.0 460.6 7.875 % senior notes due 2025 , carrying value 594.2 592.9 7.250 % senior notes due 2026 , carrying value — 395.9 4.875 % senior notes due 2029 , carrying value 592.8 — Other 1.0 2.5 Total 2,762.6 2,428.4 Less: current portion 29.4 22.9 Long-term portion $ 2,733.2 $ 2,405.5 Senior Secured Credit Facility On August 16, 2018, the Company entered into a $ 1.25 billion senior secured credit facility, or the 2018 Credit Facility, consisting of a $ 250.0 million term loan A, or the 2018 Term Loan A, a $ 750.0 million term loan B, or the 2018 Term Loan B, and a $ 250.0 million revolving credit facility, or the 2018 Revolving Credit Facility, with a syndicate of financial institutions as lenders. The 2018 Term Loan B matures upon the earlier of: (i) August 18, 2025 ; or (ii) December 15, 2023 if the outstanding principal on the 2024 Convertible Notes, as defined below, exceeds $ 350.0 million and the Company exceeds certain leverage ratios as of that date. All obligations under the 2018 Credit Facility are unconditionally guaranteed by certain direct and indirect wholly-owned subsidiaries of Herbalife Nutrition Ltd. and secured by the equity interests of certain of Herbalife Nutrition Ltd.’s subsidiaries and substantially all of the assets of the domestic loan parties. Also on August 16, 2018, the Company issued $ 400.0 million aggregate principal amount of senior unsecured notes, or the 2026 Notes as described below, and used the proceeds from the 2018 Credit Facility and the 2026 Notes to repay in full the $ 1,178.1 million outstanding under the Company’s prior senior secured credit facility. The 2018 Term Loan B was issued to the lenders at a 0.25 % discount, or $ 1.9 million. The Company incurred approximately $ 11.7 million of debt issuance costs in connection with the 2018 Credit Facility. The discount and debt issuance costs are recorded on the Company’s consolidated balance sheet and are being amortized over the life of the 2018 Credit Facility using the effective-interest method. On December 12, 2019, the Company amended the 2018 Credit Facility which, among other things, reduced the interest rate for borrowings under the 2018 Term Loan B from either the eurocurrency rate plus a margin of 3.25 % or the base rate plus a margin of 2.25 % to either the eurocurrency rate plus a margin of 2.75 % or the base rate plus a margin of 1.75 %. The Company incurred approximately $ 1.2 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. The debt issuance costs were recognized in interest expense within the Company’s consolidated statement of income during the fourth quarter of 2019. On March 19, 2020 , the Company amended the 2018 Credit Facility which, among other things, extended the maturity of both the 2018 Term Loan A and 2018 Revolving Credit Facility to the earlier of: (i) March 19, 2025 ; or (ii) September 15, 2023 if the outstanding principal on the 2024 Convertible Notes, as defined below, exceeds $ 350.0 million and the Company exceeds certain leverage ratios as of that date; increased borrowings under the 2018 Term Loan A from $ 234.4 million to a total of $ 264.8 million; increased the total available borrowing capacity under 2018 Revolving Credit Facility from $ 250.0 million to $ 282.5 million; and reduced the interest rate for borrowings under both the 2018 Term Loan A and 2018 Revolving Credit Facility from either the eurocurrency rate plus a margin of 3.00 % or the base rate plus a margin of 2.00 % to either the eurocurrency rate plus a margin of 2.50 % or the base rate plus a margin of 1.50 %. The Company incurred approximately $ 1.6 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. Of the $ 1.6 million of debt issuance costs, approximately $ 1.1 million was recorded on the Company’s consolidated balance sheet and is being amortized over the life of the 2018 Credit Facility using the effective-interest method, and approximately $ 0.5 million was recognized in interest expense within the Company’s consolidated statement of income during the first quarter of 2020. On February 10, 2021, the Company amended the 2018 Credit Facility which, among other things, reduced the interest rate for borrowings under the 2018 Term Loan B from either the eurocurrency rate plus a margin of 2.75 % or the base rate plus a margin of 1.75 % to either the eurocurrency rate plus a margin of 2.50 % or the base rate plus a margin of 1.50 %. The Company incurred approximately $ 1.1 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. The debt issuance costs were recognized in interest expense within the Company’s consolidated statement of income during the first quarter of 2021. On July 30, 2021, the Company amended the 2018 Credit Facility which, among other things, increased borrowings under the 2018 Term Loan A from $ 245.0 million to a total of $ 286.2 million; increased the total available borrowing capacity under the 2018 Revolving Credit Facility from $ 282.5 million to $ 330.0 million; reduced the interest rate for borrowings under the 2018 Term Loan A and 2018 Revolving Credit Facility from either the eurocurrency rate plus a margin of 2.50 % or the base rate plus a margin of 1.50 % to, depending on the Company’s total leverage ratio, either the eurocurrency rate plus a margin of between 1.75 % and 2.25 % or the base rate plus a margin of between 0.75 % and 1.25 %; and amended the commitment fee on the undrawn portion of the 2018 Revolving Credit Facility from 0.35 % per annum to, depending on the Company’s total leverage ratio, between 0.25 % to 0.35 % per annum. As a result of the amendment, the applicable margin for the 2018 Term Loan A and 2018 Revolving Credit Facility may also be subject to certain premiums or discounts tied to criteria determined by certain sustainability targets. The Company incurred approximately $ 1.4 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. Of the $1.4 million of debt issuance costs, approximately $ 0.8 million was recorded on the Company’s consolidated balance sheet and is being amortized over the life of the 2018 Credit Facility using the effective-interest method, and approximately $ 0.6 million was recognized in interest expense within the Company’s consolidated statement of income during the third quarter of 2021. Under the 2018 Credit Facility, borrowings under both the 2018 Term Loan A and 2018 Revolving Credit Facility bear interest at, depending on the Company’s total leverage ratio, either the eurocurrency rate plus a margin of between 1.75 % and 2.25 % or the base rate plus a margin of between 0.75 % and 1.25 %. The applicable margin may also be subject to certain premiums or discounts tied to criteria determined by certain sustainability targets. Borrowings under the 2018 Term Loan B bear interest at either the eurocurrency rate plus a margin of 2.50 % or the base rate plus a margin of 1.50 %. The eurocurrency rate is based on adjusted LIBOR and is subject to a floor of 0.00 %. The base rate represents the highest of the Federal Funds Rate plus 0.50 %, one-month adjusted LIBOR plus 1.00 %, and the prime rate quoted by The Wall Street Journal, and is subject to a floor of 1.00 %. The Company is required to pay a commitment fee on the 2018 Revolving Credit Facility of, depending on the Company’s total leverage ratio, between 0.25 % to 0.35 % per annum on the undrawn portion of the 2018 Revolving Credit Facility. Interest is due at least quarterly on amounts outstanding under the 2018 Credit Facility. The 2018 Credit Facility requires the Company to comply with a leverage ratio. The 2018 Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2018 Credit Facility contains customary events of default. As of December 31, 2021 and 2020, the Company was in compliance with its debt covenants under the 2018 Credit Facility. The 2018 Term Loan A and 2018 Term Loan B are payable in consecutive quarterly installments which began on December 31, 2018. In addition, beginning in 2020, the Company may be required to make mandatory prepayments towards the 2018 Term Loan B based on the Company’s consolidated leverage ratio and annual excess cash flows as defined under the terms of the 2018 Credit Facility. The Company is also permitted to make voluntary prepayments. Amounts outstanding under the 2018 Term Loan A and 2018 Term Loan B may be voluntarily prepaid without premium or penalty, subject to customary breakage fees in connection with the prepayment of a eurocurrency loan. These prepayments, if any, will be applied against remaining quarterly installments owed under the 2018 Term Loan A and 2018 Term Loan B in order of maturity with the remaining principal due upon maturity, unless directed otherwise by the Company. Based on the 2021 consolidated leverage ratio and excess cash flow calculation, both as defined under the terms of the 2018 Credit Facility, the Company will not be required to make a mandatory prepayment in 2022 toward the 2018 Term Loan B. As of December 31, 2021 and 2020, the weighted-average interest rate for borrowings under the 2018 Credit Facility was 2.62 % and 3.39 %, respectively. During the year ended December 31, 2021, the Company borrowed an aggregate amount of $ 671.2 million under the 2018 Credit Facility, which includes $ 630.0 million of borrowings under the 2018 Revolving Credit Facility, and repaid a total amount of $ 561.3 million on amounts outstanding under the 2018 Credit Facility, which includes $ 480.0 million of repayments on amounts outstanding under the 2018 Revolving Credit Facility and a $ 60.0 million prepayment on amounts outstanding under the 2018 Term Loan B. During the year ended December 31, 2020, the Company borrowed an aggregate amount of $ 30.4 million under the 2018 Credit Facility and repaid a total amount of $ 20.7 million on amounts outstanding under the 2018 Credit Facility. During the year ended December 31, 2019, the Company did no t make any borrowings under the 2018 Credit Facility and repaid a total amount of $ 20.0 million on amounts outstanding under the 2018 Credit Facility. As of December 31, 2021 and 2020, the U.S. dollar amount outstanding under the 2018 Credit Facility was $ 1,094.6 million and $ 984.7 million, respectively. Of the $1,094.6 million outstanding under the 2018 Credit Facility as of December 31, 2021, $ 279.0 million was outstanding under the 2018 Term Loan A, $ 665.6 million was outstanding under the 2018 Term Loan B, and $ 150.0 million was outstanding under the 2018 Revolving Credit Facility. Of the $ 984.7 million outstanding under the 2018 Credit Facility as of December 31, 2020, $ 251.6 million was outstanding under the 2018 Term Loan A and $ 733.1 million was outstanding under the 2018 Term Loan B. There were no borrowings outstanding under the 2018 Revolving Credit Facility as of December 31, 2020. There were no outstanding foreign currency borrowings under the 2018 Credit Facility as of December 31, 2021 and 2020. During the year ended December 31, 2021, the Company recognized $ 33.9 million of interest expense relating to the 2018 Credit Facility, which included $ 0.4 million relating to non-cash interest expense relating to the debt discount and $ 2.3 million relating to amortization of debt issuance costs. During the year ended December 31, 2020, the Company recognized $ 37.2 million of interest expense relating to the 2018 Credit Facility, which included $ 0.3 million relating to non-cash interest expense relating to the debt discount and $ 1.8 million relating to amortization of debt issuance costs. During the year ended December 31, 2019, the Company recognized $ 58.9 million of interest expense relating to the 2018 Credit Facility, which included $ 0.2 million relating to non-cash interest expense relating to the debt discount and $ 1.7 million relating to amortization of debt issuance costs. The fair value of the outstanding borrowings on the 2018 Term Loan A is determined by utilizing over-the-counter market quotes for similar instruments, which are considered Level 2 inputs as described in Note 13, Fair Value Measurements . As of December 31, 2021 and 2020, the carrying value of the 2018 Term Loan A was $ 278.1 million and $ 250.5 million, respectively, and the fair value was approximately $ 278.0 million and $ 251.9 million, respectively. The fair value of the outstanding borrowings under the 2018 Term Loan B are determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as described in Note 13, Fair Value Measurements . As of December 31, 2021 and 2020, the carrying amount of the 2018 Term Loan B was $ 660.5 million and $ 726.0 million, respectively, and the fair value was approximately $ 663.1 million and $ 734.0 million, respectively. The fair value of the outstanding borrowings on the 2018 Revolving Credit Facility approximated its carrying value of $ 150.0 million as of December 31, 2021 due to its variable interest rate which reprices frequently and represents floating market rates. Convertible Senior Notes due 2019 In February 2014, the Company initially issued $ 1 billion aggregate principal amount of convertible senior notes, or the 2019 Convertible Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company granted an option to the initial purchasers to purchase up to an additional $ 150.0 million aggregate principal amount of 2019 Convertible Notes which was subsequently exercised in full in February 2014, resulting in a total issuance of $ 1.15 billion aggregate principal amount of 2019 Convertible Notes. The 2019 Convertible Notes were senior unsecured obligations which ranked effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2019 Convertible Notes paid interest at a rate of 2.00 % per annum payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2014. Unless earlier repurchased or converted, the 2019 Convertible Notes matured on August 15, 2019 . The Company could not redeem the 2019 Convertible Notes prior to their stated maturity date. Upon conversion, the 2019 Convertible Notes were to be settled in cash and, if applicable, the Company’s common shares, based on the applicable conversion rate at such time. The 2019 Convertible Notes had an initial conversion rate of 23.1816 common shares per $ 1,000 principal amount of the 2019 Convertible Notes, or an initial conversion price of approximately $ 43.14 per common share. The Company incurred approximately $ 26.6 million of issuance costs during the first quarter of 2014 relating to the issuance of the 2019 Convertible Notes. Of the $ 26.6 million issuance costs incurred, $ 21.5 million and $ 5.1 million were recorded as debt issuance costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2019 Convertible Notes. The $ 21.5 million of debt issuance costs recorded on the Company’s consolidated balance sheet were amortized over the contractual term of the 2019 Convertible Notes using the effective-interest method. In February 2014, the $ 1.15 billion aggregate principal amount of the 2019 Convertible Notes were initially allocated between long-term debt, or liability component, and additional paid-in capital, or equity component, within the Company’s consolidated balance sheet at $ 930.9 million and $ 219.1 million, respectively. The liability component was measured using the nonconvertible debt interest rate. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the 2019 Convertible Notes as a whole. Since the Company was required to settle these 2019 Convertible Notes at face value at or prior to maturity, this liability component was accreted up to its face value resulting in additional non-cash interest expense being recognized within the Company’s consolidated statements of income while the 2019 Convertible Notes remained outstanding. The effective interest rate on the 2019 Convertible Notes was approximately 6.2 % per annum. The equity component was not to be remeasured as long as it continued to meet the conditions for equity classification. In March 2018, the Company issued $ 550.0 million aggregate principal amount of new convertible senior notes due 2024, or 2024 Convertible Notes as described below, and subsequently used the proceeds, along with cash on hand, to repurchase $ 475.0 million of its existing 2019 Convertible Notes from a limited number of holders in privately negotiated transactions for an aggregate purchase price of $ 583.5 million, which included $ 1.0 million of accrued interest. For accounting purposes, pursuant to ASC 470, these transactions were accounted for as an extinguishment of 2019 Convertible Notes and an issuance of new 2024 Convertible Notes. The Company allocated the purchase price between the fair value of the liability component and the equity component of the 2019 Convertible Notes at $ 459.4 million and $ 123.0 million, respectively. As a result, the Company recognized $ 446.4 million as a reduction to long-term debt representing the carrying value of the liability component and $ 123.0 million as a reduction to additional paid-in capital representing the equity component of the repurchased 2019 Convertible Notes. The $ 13.1 million difference between the fair value and carrying value of the liability component of the repurchased 2019 Convertible Notes was recognized as a loss on extinguishment of debt as a result of the transaction and was recorded in other expense (income), net within the Company’s consolidated statement of income during the first quarter of 2018. The accounting impact of the 2024 Convertible Notes is described in further detail below. On August 15, 2019, the 2019 Convertible Notes matured and the Company repaid the $ 675.0 million outstanding principal in cash, as well as $ 6.7 million of accrued interest. During the year ended December 31, 2019, the Company recognized $ 27.0 million of interest expense relating to the 2019 Convertible Notes, which included $ 17.0 million relating to non-cash interest expense relating to the debt discount and $ 1.7 million relating to amortization of debt issuance costs. In conjunction with the issuance of the 2019 Convertible Notes, during February 2014, the Company paid approximately $ 685.8 million to enter into prepaid forward share repurchase transactions, or the Forward Transactions, with certain financial institutions, and paid approximately $ 123.8 million to enter into capped call transactions with respect to its common shares, or the Capped Call Transactions, with certain financial institutions. Subsequently, in conjunction with the repurchase of a portion of the 2019 Convertible Notes, during March 2018, the Company entered into agreements with the option counterparties to the Capped Call Transactions to terminate a portion of such existing transactions. See Note 8, Shareholders’ Deficit , for additional discussion on the Forward Transactions and Capped Call Transactions entered into in conjunction with the issuance of these 2019 Convertible Notes. Convertible Senior Notes due 2024 In March 2018, the Company issued $ 550.0 million aggregate principal amount of convertible senior notes, or the 2024 Convertible Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2024 Convertible Notes are senior unsecured obligations which rank effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2024 Convertible Notes pay interest at a rate of 2.625 % per annum payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018. Unless redeemed, repurchased or converted in accordance with their terms prior to such date, the 2024 Convertible Notes mature on March 15, 2024 . Holders of the 2024 Convertible Notes may convert their notes at their option under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending June 30, 2018, if the last reported sale price of the Company’s common shares for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 130 % of the conversion price for the 2024 Convertible Notes on each applicable trading day; (ii) during the five business-day period immediately after any five consecutive trading day period, or the measurement period, in which the trading price per $ 1,000 principal amount of 2024 Convertible Notes for each trading day of that measurement period was less than 98 % of the product of the last reported sale price of the Company’s common shares and the conversion rate for the 2024 Convertible Notes for each such day; (iii) if the Company calls the 2024 Convertible Notes for redemption; or (iv) upon the occurrence of specified corporate events. On and after December 15, 2023, holders may convert their 2024 Convertible Notes at any time, regardless of the foregoing circumstances. In December 2021, the Company made an irrevocable election under the indenture governing the 2024 Convertible Notes to require the principal portion of the 2024 Convertible Notes to be settled in cash and any excess in shares or cash. Upon conversion, the 2024 Convertible Notes will be settled in cash and, if applicable, the Company’s common shares, based on the applicable conversion rate at such time. The 2024 Convertible Notes had an initial conversion rate of 16.0056 common shares per $ 1,000 principal amount of the 2024 Convertible Notes, or an initial conversion price of approximately $ 62.48 per common share. The conversion rate is subject to adjustment upon the occurrence of certain events and was 16.0467 common shares per $ 1,000 principal amount of the 2024 Convertible Notes, or a conversion price of approximately $ 62.32 per common share, as of December 31, 2021. The Company incurred approximately $ 12.9 million of issuance costs during the first quarter of 2018 relating to the issuance of the 2024 Convertible Notes. Of the $ 12.9 million issuance costs incurred, $ 9.6 million and $ 3.3 million were recorded as debt issuance costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2024 Convertible Notes. The $9.6 million of debt issuance costs, which was recorded as an additional debt discount on the Company’s consolidated balance sheet, are being amortized over the contractual term of the 2024 Convertible Notes using the effective-interest method. In March 2018, the $ 550.0 million aggregate principal amount of the 2024 Convertible Notes were initially allocated between long-term debt, or liability component, and additional paid-in-capital, or equity component, within the Company’s consolidated balance sheet at $ 410.1 million and $ 139.9 million, respectively. The liability component was measured using the nonconvertible debt interest rate. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the 2024 Convertible Notes as a whole. Since the Company must still settle these 2024 Convertible Notes at face value at or prior to maturity, this liability component will be accreted up to its face value resulting in additional non-cash interest expense being recognized within the Company’s consolidated statements of income while the 2024 Convertible Notes remain outstanding. The effective interest rate on the 2024 Convertible Notes is approximately 8.4 % per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2021, the outstanding principal on the 2024 Convertible Notes was $ 550.0 million, the unamortized debt discount and debt issuance costs were $ 64.0 million, and the carrying amount of the liability component was $ 486.0 million, which was recorded to long-term debt within the Company’s consolidated balance sheet. As of December 31, 2020, the outstanding principal on the 2024 Convertible Notes was $ 550.0 million, the unamortized debt discount and debt issuance costs were $ 89.4 million, and the carrying amount of the liability component was $ 460.6 million, which was recorded to long-term debt within the Company’s consolidated balance sheet. The fair value of the liability component relating to the 2024 Convertible Notes was approximately $ 547.4 million and $ 541.8 million as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021, 2020, and 2019, the Company recognized $ 39.8 million, $ 37.7 million, and $ 35.8 million, respectively, of interest expense relating to the 2024 Convertible Notes, which included $ 23.7 million, $ 21.8 million, and $ 20.0 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 1.6 million, $ 1.5 million, and $ 1.4 million, respectively, relating to amortization of debt issuance costs. Senior Notes due 2025 In May 2020, the Company issued $ 600.0 million aggregate principal amount of senior notes, or the 2025 Notes, in a private offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The 2025 Notes are senior unsecured obligations which rank effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2025 Notes pay interest at a rate of 7.875 % per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The 2025 Notes mature on September 1, 2025 . At any time prior to September 1, 2022, the Company may redeem all or part of the 2025 Notes at a redemption price equal to 100 % of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date. In addition, at any time prior to September 1, 2022, the Company may redeem up to 40 % of the aggregate principal amount of the 2025 Notes with the proceeds of one or more equity offerings, at a redemption price equal to 107.875 %, plus accrued and unpaid interest. Furthermore, at any time on or after September 1, 2022, the Company may redeem all or part of the 2025 Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below: Percentage 2022 103.938 % 2023 101.969 % 2024 and thereafter 100.000 % The 2025 Notes contain customary negative covenants, including, among other things, limitations or prohibitions on restricted payments, incurrence of additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2025 Notes contain customary events of default. The Company incurred approximately $ 7.9 million of issuance costs during the second quarter of 2020 relating to the issuance of the 2025 Notes. The $ 7.9 million of debt issuance costs, which was recorded as a debt discount on the Company’s consolidated balance sheet, are being amortized over the contractual term of the 2025 Notes using the effective-interest method. As of December 31, 2021, the outstanding principal on the 2025 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 5.8 million, and the carrying amount was $ 594.2 million, which was recorded to long-term debt within the Company’s consolidated balance sheet. As of December 31, 2020, the outstanding principal on the 2025 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 7.1 million, and the carrying amount was $ 592.9 million, which was recorded to long-term debt within the Company’s consolidated balance sheet. The fair value of the 2025 Notes was approximately $ 639.7 million and $ 656.3 million as of December 31, 2021 and 2020, respectively, and was determined by utilizing over-the-counter market quotes and yield curves, which are considered Level 2 inputs as defined in Note 13, Fair Value Measurements . During the years ended December 31, 2021 and 2020, the Company recognized $ 48.6 million and $ 28.5 million, respectively, of interest expense relating to the 2025 Notes, which included $ 1.3 million and $ 0.7 million, respectively, relating to amortization of debt issuance costs. Senior Notes due 2026 In August 2018, the Company issued $ 400.0 million aggregate principal amount of senior notes, or the 2026 Notes, in a private offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The 2026 Notes were senior unsecured obligations which ranked effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2026 Notes paid interest at a rate of 7.250 % per annum payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2019. The 2026 Notes were to mature on August 15, 2026 . The Company incurred approximately $ 5.4 million of issuance costs during the third quarter of 2018 relating to the issuance of the 2026 Notes. The $ 5.4 million of debt issuance costs, which was recorded as a debt discount on the Company’s consolidated balance sheet, were being amortized over the contractual term of the 2026 Notes using the effective-interest method. In May 2021, the Company issued $ 600.0 million aggregate principal of new senior notes due 2029, or the 2029 Notes as described below, and subsequently used a portion of the proceeds to redeem all $ 400.0 million of its existing 2026 Notes for an aggregate purchase price of $ 428.5 million, which included $ 7.7 million of accrued interest. For accounting purposes, pursuant to ASC 470, these transactions were accounted for as an extinguishment of the 2026 Notes. The Company recognized a loss on extinguishment of $ 24.6 million as a result, which was recorded in other expense (income), net within the Company’s consolidated statement of income during the second quarter of 2021. As of December 31, 2020, the outstanding principal on the 2026 Notes was $ 400.0 million, the unamortized debt issuance costs were $ 4.1 million, and the carrying amount was $ 395.9 million, which was recorded to long-term debt within the Company’s consolidated balance sheet. The fair value of the 2026 Notes was approximately $ 425.0 million as of December 31, 2020 and was determi |
Employee Compensation Plans
Employee Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Compensation Plans | 6. Employee Compensation Plans In the United States, the Company maintains a profit sharing plan pursuant to Sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended, or the Code. The plan is available to substantially all employees who meet the length of service requirements. The Company’s contribution expense relating to this profit sharing plan was $ 9.4 million, $ 6.6 million, and $ 5.2 million during the years ended December 31, 2021, 2020, and 2019, respectively. The Company has employees in international countries that are covered by various deferred compensation plans. These plans are administered based upon the legal requirements in the countries in which they are established. The Company’s compensation expenses relating to these plans were $ 9.8 million, $ 8.8 million, and $ 7.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company has non-qualified deferred compensation plans for select groups of management: the Herbalife Management Deferred Compensation Plan and the Herbalife Senior Executive Deferred Compensation Plan. The matching contribution was 3.5 % of a participant’s annual base salary in excess of the Qualified Plan annual compensation limit and the amount by which deferrals reduce 401(k)-eligible pay below the IRS limit. Each participant in either of the non-qualified deferred compensation plans discussed above has, at all times, a fully vested and non-forfeitable interest in each year’s contribution, including interest credited thereto, and in any Company matching contributions, if applicable. In connection with a participant’s election to defer an annual deferral amount, the participant may also elect to receive a short-term payout, equal to the annual deferral amount plus interest. Such amount is payable in five or more years from the first day of the year in which the annual deferral amount is actually deferred. The total for the two non-qualified deferred compensation plans, excluding participant contributions, was an expense of $ 8.6 million, $ 9.5 million, and $ 9.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total long-term deferred compensation liability under the two deferred compensation plans was $ 80.5 million and $ 72.3 million as of December 31, 2021 and 2020, respectively, and is included in other non-current liabilities within the Company’s consolidated balance sheets. The deferred compensation plans are unfunded and their benefits are paid from the general assets of the Company, except that the Company has contributed to a “rabbi trust” whose assets will be used to pay the benefits if the Company remains solvent, but can be reached by the Company’s creditors if the Company becomes insolvent. The value of the assets in the “rabbi trust” was $ 48.2 million and $ 43.8 million as of December 31, 2021 and 2020, respectively, and is included in other assets within the Company’s consolidated balance sheets. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 7. Contingencies The Company is from time to time engaged in routine litigation. The Company regularly reviews all pending litigation matters in which it is involved and establishes reserves deemed appropriate by management for these litigation matters when a probable loss estimate can be made. The matters described in this Note may take several years to resolve. While the Company believes it has meritorious defenses, it cannot be sure of their ultimate resolution. Although the Company may reserve amounts for certain matters that the Company believes represent the most likely outcome of the resolution of these related disputes, if the Company is incorrect in its assessment, the Company may have to record additional expenses, when it becomes probable that an increased potential liability is warranted. Tax Matters The Mexican Tax Administration Service commenced audits of the Company’s Mexican subsidiaries for the period from January to September 2007 and on May 10, 2013, the Company received an assessment related to that period. This assessment is subject to interest and inflationary adjustments. On July 11, 2013, the Company filed an administrative appeal disputing the assessment. On September 22, 2014, the Mexican Tax Administration Service denied the Company’s administrative appeal. The Company commenced litigation in the Tax Court of Mexico in November 2014 to dispute the assertions made by the Mexican Tax Administration Service in the case. On January 16, 2018, the Tax Court of Mexico issued a verdict upholding the assessment issued by the Mexican Tax Administration Service. On April 16, 2018, the Company filed an appeal of this verdict, and in July 2019, the Circuit Court issued a written verdict upholding the assessment and the judgment of the Tax Court of Mexico. On August 12, 2019, the Company filed an appeal with the Supreme Court of Mexico. On October 16, 2019, the Supreme Court of Mexico refused to hear the Company’s appeal. On October 21, 2019, the Company filed a petition with the Supreme Court of Mexico, asking them to reconsider their previous decision. On April 29, 2020, the Supreme Court of Mexico declined the Company’s second petition and the adverse verdicts of the lower courts became final. The Company previously recognized a loss of $ 19.0 million in selling, general, and administrative expenses within the Company’s consolidated statement of income during the year ended December 31, 2019. The Company paid the assessment during the second quarter of 2021 and the case is now closed. The Mexican Tax Administration Service has delayed processing VAT refunds for companies operating in Mexico and the Company believes that the process for its Mexico subsidiary to receive VAT refunds may be delayed. As of December 31, 2021, the Company had $ 24.1 million of Mexico VAT-related assets, of which $ 8.6 million was recognized in prepaid expenses and other current assets and $ 15.5 million was recognized in other assets within its consolidated balance sheet. This amount relates to VAT payments made over various periods and the Company believes these amounts are recoverable by refund or they may be applied against certain future tax liabilities. Effective January 1, 2019, a tax reform law changed the rules concerning possible use of VAT assets, specifically providing that, for VAT balances generated after December 31, 2018, those balances could not be offset against taxes other than VAT obligations currently due. The Company has not recognized any losses related to these VAT-related assets as the Company does not believe a loss is probable. The Company has received tax assessments for multiple years from the Federal Revenue Office of Brazil related to withholding/contributions based on payments to the Company’s Members. The aggregate combined amount of all these assessments is equivalent to approximately $ 9.9 million, translated at the December 31, 2021 spot rate. The Company is currently litigating these assessments. The Company has not accrued a loss for the majority of the assessments because the Company does not believe a loss is probable. The Company is currently unable to reasonably estimate the amount of the loss that may result from an unfavorable outcome if additional assessments for other periods were to be issued. The Company is under examination in several Brazilian states related to ICMS and ICMS-ST taxation. Some of these examinations have resulted in assessments for underpaid tax that the Company has appealed. The State of São Paulo has audited the Company for the 2013 and 2014 tax years. During July 2016, for the State of São Paulo, the Company received an assessment in the aggregate amount of approximately $ 28.8 million, translated at the December 31, 2021 spot rate, relating to various ICMS issues for its 2013 tax year. In August 2016, the Company filed a first-level administrative appeal which was denied in February 2017. The Company filed a further appeal on March 9, 2017. On March 20, 2018, the Court held a hearing and a verdict was issued in June 2019, remanding the case back to the first-level administrative court. During August 2017, for the State of São Paulo, the Company received an assessment in the aggregate amount of approximately $ 10.7 million, translated at the December 31, 2021 spot rate, relating to various ICMS issues for its 2014 tax year. In September 2017, the Company filed a first-level administrative appeal for the 2014 tax year. The first-level administrative appeal was denied. The Company filed an appeal at the second-level administrative court in December 2018 and a verdict was issued in April 2019, remanding the case back to the first-level administrative court. During September 2018, for the State of Rio de Janeiro, the Company received an assessment in the aggregate amount of approximately $ 6.3 million, translated at the December 31, 2021 spot rate, relating to various ICMS-ST issues for its 2016 and 2017 tax years. On November 8, 2018, the Company filed a first-level administrative appeal, which was subsequently denied. On April 5, 2019, the Company appealed this tax assessment to the Administrative Council of Tax Appeals (second-level administrative appeal). The Company has also received other ICMS tax assessments in Brazil. During the fourth quarter of 2015, the Company filed appeals with state judicial courts against three of the assessments. The Company had issued surety bonds in the aggregate amount of $ 6.1 million, translated at the December 31, 2021 spot rate, to guarantee payment of some of the tax assessments as required while the Company pursues the appeals. In addition, the Company has received several ICMS tax assessments in the aggregate amount of $ 5.2 million, translated at the December 31, 2021 spot rate, from several other Brazilian states where surety bonds have not been issued. Litigation in all these cases is currently ongoing. The Company has not recognized a loss relating to any of these cases, assessments, and matters as the Company does not believe a loss is probable. The Company has received various tax assessments in multiple jurisdictions in India for multiple years from the Indian VAT and Service Tax authorities in an amount equivalent to approximately $ 14.1 million, translated at the December 31, 2021 spot rate. These assessments are for underpaid VAT and the ability to claim input Service Tax credits. The Company is litigating these cases at the tax administrative level and the tax tribunal levels as it believes it has meritorious defenses. The Company has not recognized a loss as it does not believe a loss is probable. In addition, the Indian income tax authorities audited the Company’s fiscal years ended March 31, 2017 and 2018 and the Company has received assessments of approximately $ 13.3 million and $ 13.8 million for those respective years, translated at the December 31, 2021 spot rate. These assessments are subject to interest and penalties adjustments. The Company is currently litigating these cases. The Company currently believes that it is more likely than not that it will be successful in supporting its positions relating to these assessments. Accordingly, the Company has not accrued any amounts relating to these matters. In addition, the Indian income tax authorities are auditing the Company’s fiscal years ended March 31, 2013 and 2020 and it is uncertain whether additional assessments will be received. The Korea Customs Service audited the importation activities of Herbalife Korea for the period January 2011 through May 2013. The total assessment for the audit period is $ 29.8 million, translated at the December 31, 2021 spot rate. The Company has paid the assessment and has recognized these payments in other assets within its consolidated balance sheet as of December 31, 2021. The Company lodged a first-level administrative appeal, which was denied on October 21, 2016. On January 31, 2017, the Company filed a further appeal to the National Tax Tribunal of Korea. In November 2018, the Company received an unfavorable decision from the National Tax Tribunal of Korea. In February 2019, the Company submitted an appeal to the Seoul Administrative Court. On February 17, 2021, the Seoul Administrative Court issued a verdict in favor of the Company. On March 10, 2021, the Korea Customs Service filed an appeal to the High Court against the verdict and the appeal is currently pending. The Korea Customs Service audited the importation activities of Herbalife Korea for the period May 2013 through December 2013. The total assessment for the audit period is $ 9.7 million, translated at the December 31, 2021 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its consolidated balance sheet as of December 31, 2021. The Korea Customs Service audited the importation activities of Herbalife Korea for the period January 2014 through December 2014. The total assessment for the audit period is $ 15.1 million, translated at the December 31, 2021 spot rate. The Company paid the assessment in September 2020 and has recognized this payment in other assets within its consolidated balance sheet as of December 31, 2021. The Company is currently litigating both of these assessments at the Seoul Administrative Court. The Korea Customs Service audited the importation activities of Herbalife Korea for the period January 2015 through December 2017. The total assessment for the audit period is $ 12.3 million, translated at the December 31, 2021 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its consolidated balance sheet as of December 31, 2021. The Company is currently litigating this assessment at the Seoul Administrative Court. The Company disagrees with the assertions made in all of these assessments, as well as the calculation methodology used in the assessments. The Company has not recognized a loss as the Company does not believe a loss is probable. During the course of 2016, the Company received various questions from the Greek Social Security Agency and on December 29, 2016, the Greek Social Security Agency issued an assessment with respect to Social Security Contributions on Member earnings for the 2006 year. For Social Security issues, the statute of limitations is open for 2012 and later years in Greece. Despite the assessment amount being immaterial, the Company could receive similar assessments covering other years. The Company continues to litigate the assessment. The Company has not recognized a loss as it does not believe a loss is probable. The Company is currently unable to reasonably estimate the amount of the loss that may result from an unfavorable outcome if additional assessments for other periods were to be issued. During March 2018, the Chinese Customs Service began an audit of the Company’s Chinese importations initially covering the periods 2015 through 2017 and had subsequently expanded its audit. The Company responded to the initial questions from the Customs Service. The Custom cases are now closed and resulted in immaterial settlement amounts that were previously fully accrued for. U.S. Federal Trade Commission Consent Order On July 15, 2016, the Company and the Federal Trade Commission, or the FTC, entered into a proposed Stipulation to Entry of Order for Permanent Injunction and Monetary Judgment, or the Consent Order. The Consent Order was lodged with the U.S. District Court for the Central District of California on July 15, 2016 and became effective on July 25, 2016, or the Effective Date. The Consent Order resolved the FTC’s multi-year investigation of the Company. Pursuant to the Consent Order, under which the Company neither admitted nor denied the FTC’s allegations (except as to the Court having jurisdiction over the matter), the Company made, through its wholly-owned subsidiary Herbalife International of America, Inc., a $ 200 million payment to the FTC. Additionally, the Company implemented and continues to enhance certain existing procedures in the U.S. Among other requirements, the Consent Order requires the Company to categorize all existing and future Members in the U.S. as either “preferred members” – who are simply consumers who only wish to purchase products for their own household use, or “distributors” – who are Members who wish to resell some products or build a sales organization. The Company also agreed to compensate distributors on eligible U.S. sales within their downline organization, which include purchases by preferred members, purchases by a distributor for his or her personal consumption within allowable limits and sales of product by a distributor to his or her customers. The Consent Order also imposes restrictions on a distributor’s ability to open Nutrition Clubs in the United States. The Consent Order subjects the Company to certain audits by an independent compliance auditor for a period of seven years ; imposes requirements on the Company regarding compliance certification and record creation and maintenance; and prohibits the Company, its affiliates and its distributors from making misrepresentations and misleading claims regarding, among other things, income and lavish lifestyles. The FTC and the independent compliance auditor have the right to inspect Company records and request additional compliance reports for purposes of conducting audits pursuant to the Consent Order. In September 2016, the Company and the FTC mutually selected Affiliated Monitors, Inc. to serve as the independent compliance auditor. The Company continues to monitor the impact of the Consent Order and, while the Company currently does not expect the settlement to have a long-term and materially adverse impact on its business and its Member base, the Company’s business and its Member base, particularly in the United States, may be negatively impacted. If the Company is unable to comply with the Consent Order then this could result in a material and adverse impact to the Company’s results of operations and financial condition. Other Matters As a marketer of foods, dietary and nutritional supplements, and other products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. The effects of these claims to date have not been material to the Company. The Company currently maintains product liability insurance with an annual deductible of $ 12.5 million. As previously disclosed, the SEC and the Department of Justice, or DOJ, conducted investigations into the Company’s compliance with the Foreign Corrupt Practices Act, or FCPA, in China. Also, as previously disclosed, the Company conducted its own review and implemented remedial and improvement measures based upon this review, including replacement of certain employees and enhancements of Company policies and procedures in China. The Company cooperated with the SEC and the DOJ and has now reached separate resolutions with each of them. On August 28, 2020, the SEC accepted the Offer of Settlement and issued an administrative order finding that the Company violated the books and records and internal controls provisions of the FCPA. In addition, on August 28, 2020, the Company and the DOJ separately entered into a court-approved deferred prosecution agreement, or DPA, under which the DOJ deferred criminal prosecution of the Company for a period of three years related to a conspiracy to violate the books and records provisions of the FCPA. Among other things, the Company is required to undertake compliance self-reporting obligations for the three-year terms of the agreements with the SEC and the DOJ. If the Company remains in compliance with the DPA during its three-year term, the deferred charge against the Company will be dismissed with prejudice. In addition, the Company paid the SEC and the DOJ aggregate penalties, disgorgement and prejudgment interest of approximately $ 123 million in September 2020, of which $ 83 million and $ 40 million were recognized in selling, general, and administrative expenses within the Company’s consolidated statements of income for the years ended December 31, 2020 and 2019, respectively, related to this matter. Any failure to comply with these agreements, or any resulting further government action, could result in a material and adverse impact to the Company’s business, financial condition, and operating results. On September 18, 2017, the Company and certain of its subsidiaries and Members were named as defendants in a purported class action lawsuit, titled Rodgers, et al. v Herbalife Ltd., et al. and filed in the U.S. District Court for the Southern District of Florida, which alleges violations of Florida’s Deceptive and Unfair Trade Practices statute and federal Racketeer Influenced and Corrupt Organizations statutes, unjust enrichment, and negligent misrepresentation. On August 23, 2018, the U.S. District Court for the Southern District of Florida issued an order transferring the action to the U.S. District Court for the Central District of California as to four of the putative class plaintiffs and ordering the remaining four plaintiffs to arbitration, thereby terminating the Company defendants from the Florida action. The plaintiffs seek damages in an unspecified amount. While the Company continues to believe the lawsuit is without merit, and without admitting liability or wrongdoing, the Company and the plaintiffs have agreed on the principal terms of a settlement and continue to negotiate a stipulation of settlement. Under the principal terms of the settlement, the Company would pay $ 12.5 million into a fund to be distributed to qualified claimants. As of December 31, 2021, this amount has been adequately reserved for within the Company's consolidated financial statements. Any settlement would be subject to the preliminary and final approval of the U.S. District Court for the Central District of California. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Deficit | 8. Shareholders’ Deficit The Company had 100.8 million, 120.1 million, and 137.4 million common shares outstanding as of December 31, 2021, 2020, and 2019, respectively. In December 2004, the Company authorized 7.5 million preference shares at $ 0.002 par value. The 7.5 million authorized preference shares remained unissued as of December 31, 2021. Preference shares may be issued from time to time in one or more series, each of such series to have such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as determined by the Company’s board of directors. Dividends The Company has not declared or paid cash dividends since 2014. The declaration of future dividends is subject to the discretion of the Company’s board of directors and will depend upon various factors, including its earnings, financial condition, Herbalife Nutrition Ltd.’s available distributable reserves under Cayman Islands law, restrictions imposed by the 2018 Credit Facility and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its board of directors. Share Repurchases On February 9, 2021, the Company’s board of directors authorized a new three-year $ 1.5 billion share repurchase program that will expire on February 9, 2024 , which replaced the Company’s prior share repurchase authorization that was set to expire on October 30, 2023 and had approximately $ 7.9 million of remaining authorized capacity when it was replaced. This share repurchase program allows the Company, which includes an indirect wholly-owned subsidiary of Herbalife Nutrition Ltd., to repurchase the Company’s common shares at such times and prices as determined by management, as market conditions warrant, and to the extent Herbalife Nutrition Ltd.’s distributable reserves are available under Cayman Islands law. The 2018 Credit Facility permits the Company to repurchase its common shares as long as no default or event of default exists and other conditions, such as specified consolidated leverage ratios, are met. As of December 31, 2021, the remaining authorized capacity under the Company’s $ 1.5 billion share repurchase program was approximately $ 1.1 billion. In conjunction with the issuance of the 2019 Convertible Notes during February 2014, the Company paid approximately $ 685.8 million to enter into Forward Transactions with certain financial institutions, or the Forward Counterparties, pursuant to which the Company purchased approximately 19.9 million common shares, at an average cost of $ 34.51 per share, for settlement on or around the August 15, 2019 maturity date for the 2019 Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transactions early. The Forward Transactions were generally expected to facilitate privately negotiated derivative transactions between the Forward Counterparties and holders of the 2019 Convertible Notes, including swaps, relating to the common shares by which holders of the 2019 Convertible Notes establish short positions relating to the common shares and otherwise hedge their investments in the 2019 Convertible Notes concurrently with, or shortly after, the pricing of the 2019 Convertible Notes. The approximate 19.9 million common shares effectively repurchased through the Forward Transactions were treated as retired shares for basic and diluted EPS purposes. During the year ended December 31, 2019, the Forward Counterparties delivered approximately 6.0 million to the Company, which were subsequently retired by the Company. As of December 31, 2019, the Forward Counterparties had delivered all of the approximate 19.9 million common shares effectively repurchased through the Forward Transactions and no shares remained legally outstanding. As a result of the Forward Transactions, the Company’s total shareholders’ equity within its consolidated balance sheet was reduced by approximately $ 685.8 million during the first quarter of 2014, with amounts of $ 653.9 million and $ 31.9 million being allocated between retained earnings and additional paid-in capital, respectively, within total shareholders’ equity. Also, upon executing the Forward Transactions, the Company recorded, at fair value, $ 35.8 million in non-cash issuance costs to other assets and a corresponding amount to additional paid-in capital within its consolidated balance sheet. These non-cash issuance costs were amortized to interest expense over the contractual term of the Forward Transactions. During the year ended December 31, 2019, the Company recognized $ 1.2 million of non-cash interest expense relating to amortization of these non-cash issuance costs within its consolidated statements of income. During January 2021, the Company repurchased from Mr. Carl C. Icahn and certain of his affiliates an aggregate of approximately 12.5 million common shares of the Company at an aggregate cost of approximately $ 600.0 million, or $ 48.05 per share, and subsequently retired these shares. In addition, during the year ended December 31, 2021, the Company repurchased approximately 7.9 million of its common shares through open-market purchases at an aggregate cost of approximately $ 382.7 million, or an average cost of $ 48.17 per share, and subsequently retired these shares. In total, during the year ended December 31, 2021, the Company repurchased approximately 20.4 million of its common shares at an aggregate cost of approximately $ 982.7 million, or an average cost of $ 48.10 per share. In August 2020, the Company completed its modified Dutch auction tender offer and then subsequently paid cash to repurchase and retire a total of approximately 15.4 million of its common shares at an aggregate cost of approximately $ 750.0 million, or $ 48.75 per share. In addition, during the year ended December 31, 2020, the Company repurchased approximately 3.0 million of its common shares through open-market purchases at an aggregate cost of approximately $ 142.1 million, or an average cost of $ 47.40 per share, and subsequently retired these shares. In total, during the year ended December 31, 2020, the Company repurchased approximately 18.4 million of its common shares at an aggregate cost of approximately $ 892.1 million, or an average cost of $ 48.53 per share. As of both December 31, 2021 and 2020, the Company held approximately 10.0 million of treasury shares for U.S. GAAP purposes. These treasury shares increased the Company’s shareholders’ deficit and are reflected at cost within the Company’s accompanying consolidated balance sheets. Although these shares are owned by an indirect wholly-owned subsidiary of the Company and remain legally outstanding, they are reflected as treasury shares under U.S. GAAP and therefore reduce the number of common shares outstanding within the Company’s consolidated financial statements and the weighted-average number of common shares outstanding used in calculating earnings per share. The common shares of Herbalife Nutrition Ltd. held by the indirect wholly-owned subsidiary, however, remain outstanding on the books and records of the Company’s transfer agent and therefore still carry voting and other share rights related to ownership of the Company’s common shares, which may be exercised. So long as it is consistent with applicable laws, such shares will be voted by such subsidiary in the same manner, and to the maximum extent possible in the same proportion, as all other votes cast with respect to any matter properly submitted to a vote of Herbalife Nutrition Ltd.’s shareholders. In connection with the Company’s October 2017 modified Dutch auction tender offer, the Company incurred $ 1.6 million in transaction costs and also provided a non-transferable contractual CVR for each share tendered, allowing participants in the tender offer to receive a contingent cash payment in the event Herbalife Nutrition was acquired in a going-private transaction (as defined in the CVR Agreement) within two years of the commencement of the tender offer. The initial fair value of the CVR was $ 7.3 million, which was recorded as a liability in the fourth quarter of 2017 with a corresponding decrease to shareholders’ equity. In determining the initial fair value of the CVR, the Company used a lattice model, which included inputs such as the underlying stock price, strike price, time to expiration, and dividend yield. Subsequent changes in the fair value of the CVR liability, using a similar valuation approach as the initial fair value determination, were recognized within the Company’s consolidated balance sheets with corresponding gains or losses being recognized in other expense (income), net within the Company’s consolidated statements of income during each reporting period until the CVR expired in August 2019 or was terminated due to a going-private transaction, which was also incorporated in the valuation of the CVR; this going-private probability input was considered to be a Level 3 input in the fair value hierarchy and any increase or decrease in this input could have significantly impacted the fair value of the CVR as of the reporting date. The CVR expired without value on August 21, 2019, the two-year anniversary of August 21, 2017, the date the Company commenced the related modified Dutch auction tender offer. During the year ended December 31, 2019, the Company recognized a $ 15.7 million gain in other expense (income), net within its consolidated statement of income due to the change in the fair value of the CVR, which was driven by its expiration during August 2019. The number of shares issued upon vesting or exercise for certain restricted stock units and SARs granted pursuant to the Company’s share-based compensation plans is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the years ended December 31, 2021, 2020, and 2019, the Company withheld shares on its vested restricted stock units and exercised SARs relating to its share-based compensation plans. The Company reflects the aggregate purchase price of its common shares repurchased as an increase to shareholders’ deficit. The Company generally allocated the purchase price of the repurchased shares to accumulated deficit, common shares, and additional paid-in capital, with the exception of treasury shares, which are recorded separately on the Company’s consolidated balance sheets. For the years ended December 31, 2021, 2020, and 2019, the Company’s share repurchases, inclusive of transaction costs, were $ 982.7 million, $ 893.9 million, and zero , respectively, under the Company’s share repurchase programs, which include open-market purchases and the tender offers described above, and $ 28.6 million, $ 29.6 million, and $ 16.7 million, respectively, due to shares withheld for tax purposes related to the Company’s share-based compensation plans. For the years ended December 31, 2021, 2020, and 2019, the Company’s total share repurchases, including shares withheld for tax purposes, were $ 1,011.3 million, $ 923.5 million, and $ 16.7 million, respectively, and have been recorded as an increase to shareholders’ deficit within the Company’s consolidated balance sheets. Capped Call Transactions In February 2014, in connection with the issuance of the 2019 Convertible Notes, the Company paid approximately $ 123.8 million to enter into Capped Call Transactions with certain financial institutions. The Capped Call Transactions were expected generally to reduce the potential dilution upon conversion of the 2019 Convertible Notes in the event that the market price of the common shares was greater than the strike price of the Capped Call Transactions, initially set at $ 43.14 per common share, with such reduction of potential dilution subject to a cap based on the cap price initially set at $ 60.39 per common share. The strike price and cap price were subject to certain adjustments under the terms of the Capped Call Transactions. Therefore, as a result of executing the Capped Call Transactions, the Company in effect was only exposed to potential net dilution once the market price of its common shares exceeded the adjusted cap price. As a result of the Capped Call Transactions, the Company’s additional paid-in capital within shareholders’ deficit on its consolidated balance sheet was reduced by $ 123.8 million during the first quarter of 2014. During March 2018, in connection with the Company’s repurchase of a portion of the 2019 Convertible Notes, the Company entered into partial settlement agreements with the option counterparties to the Capped Call Transactions to terminate a portion of such existing transactions, in each case, in a notional amount corresponding to the aggregate principal amount of 2019 Convertible Notes that were repurchased. As a result of terminating a portion of the Capped Call Transactions, which were in a favorable position, the Company received $ 55.9 million in cash and recognized an offsetting increase to additional paid-in capital during 2018. On August 15, 2019, the 2019 Convertible Notes matured and the remaining Capped Call Transactions expired unexercised. The expiration of the Capped Call Transactions did not have an impact on the Company’s consolidated financial statements Accumulated Other Comprehensive Loss The following table summarizes changes in accumulated other comprehensive loss by component during the years ended December 31, 2021, 2020, and 2019: Changes in Accumulated Other Comprehensive Loss by Component Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Total (in millions) Balance as of December 31, 2018 $ ( 211.6 ) $ 1.8 $ ( 209.8 ) Other comprehensive loss before reclassifications, net of tax — ( 1.9 ) ( 1.9 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — ( 0.8 ) ( 0.8 ) Total other comprehensive loss, net of reclassifications — ( 2.7 ) ( 2.7 ) Balance as of December 31, 2019 ( 211.6 ) ( 0.9 ) ( 212.5 ) Other comprehensive income before reclassifications, net of tax 33.2 1.7 34.9 Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — ( 4.6 ) ( 4.6 ) Total other comprehensive income (loss), net of reclassifications 33.2 ( 2.9 ) 30.3 Balance as of December 31, 2020 ( 178.4 ) ( 3.8 ) ( 182.2 ) Other comprehensive (loss) income before reclassifications, net of tax ( 33.2 ) 0.2 ( 33.0 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 3.4 3.4 Total other comprehensive (loss) income, net of reclassifications ( 33.2 ) 3.6 ( 29.6 ) Balance as of December 31, 2021 $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) (1) See Note 2, Basis of Presentation , and Note 11, Derivative Instruments and Hedging Activities , for information regarding the location within the consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the years ended December 31, 2021, 2020, and 2019. Other comprehensive income (loss) before reclassifications was net of tax expense of $ 0.2 million for foreign currency translation adjustments for the year ended December 31, 2021. Other comprehensive income (loss) before reclassifications was net of tax benefit of $ 2.0 million and $ 0.6 million for foreign currency translation adjustments and unrealized gain (loss) on derivatives, respectively, for the year ended December 31, 2020. Amounts reclassified from accumulated other comprehensive loss to income was net of tax expense of $ 0.2 million for unrealized gain (loss) on derivatives for the year ended December 31, 2020. Other comprehensive income (loss) before reclassifications was net of tax expense of $ 0.1 million for foreign currency translation adjustments for the year ended December 31, 2019. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 9. Share-Based Compensation The Company has the following share-based compensation plans: the Amended and Restated Herbalife Ltd. 2005 Stock Incentive Plan, or the 2005 Stock Incentive Plan, and the Amended and Restated Herbalife Ltd. 2014 Stock Incentive Plan, or the 2014 Stock Incentive Plan. Additionally, the Company has the Amended and Restated Non-Management Directors Compensation Plan, or the Non-Management Directors Plan, the purpose of which is to facilitate equity ownership in the Company by its directors through equity awards under the 2005 Stock Incentive Plan, and for grants made on and after April 30, 2014, under the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan replaced the 2005 Stock Incentive Plan and after the adoption thereof, no additional awards were made under the 2005 Stock Incentive Plan. The terms of the 2014 Stock Incentive Plan are substantially similar to the terms of the 2005 Stock Incentive Plan. The 2014 Stock Incentive Plan authorizes the issuance of 24.8 million common shares pursuant to awards granted under the plan, plus any shares that remained available for issuance under the 2005 Stock Incentive Plan as of April 29, 2014. As of December 31, 2021, an aggregate of approximately 7.1 million common shares remain available for future issuance under the 2014 Stock Incentive Plan. The Company’s share-based compensation plans generally provide for grants of stock options, SARs, and stock unit awards, which are collectively referred to herein as awards. Certain SARs generally vest annually over a three-year period. The contractual term of stock options and SARs is generally ten years . Certain stock unit awards under the 2014 Stock Incentive Plan vest annually over a three-year period. Certain stock unit awards subject to service and performance conditions vest after the passage of a performance period as determined by the compensation committee of the Company’s board of directors. Stock unit awards granted to directors generally vest over a one-year period. Awards can be subject to the following: market and service conditions, or market condition awards; performance and service conditions, or performance condition awards; market, service and performance conditions, or market and performance condition awards; or be subject only to continued service with the Company, or service condition awards. All awards granted by the Company are market condition awards, performance condition awards, or service condition awards. Unless otherwise determined at the time of grant, upon vesting, each stock unit award represents the right to receive one common share. For stock unit awards, the Company issues new shares, net of shares withheld for tax purposes, when vested. For SARs, the Company issues new shares based on the intrinsic value when exercised, net of shares withheld for tax purposes. The Company’s stock compensation awards outstanding as of December 31, 2021 included SARs and stock unit awards. The SARs with performance conditions generally vest 20 % in the first succeeding year, 20 % in the second succeeding year, and 60 % in the third succeeding year, subject to achievement of certain sales leader retention metrics. The fair value of these SARs was determined on the date of grant using the Black-Scholes-Merton option pricing model. The compensation expense for these grants is recognized over the vesting term using the graded vesting method. The Company did not grant any SARs with performance conditions during the years ended December 31, 2021, 2020, and 2019. The fair value of SARs with service conditions was determined on the date of grant using the Black-Scholes-Merton option pricing model. The compensation expense for these grants is recognized over the vesting term using the straight-line method. The Company did not grant any SARs with service conditions during the years ended December 31, 2021, 2020, and 2019. During the years ended December 31, 2021, 2020, and 2019, the Company granted performance stock unit awards to certain executives, which will vest on December 31, 2023 , 2022 , and 2021 , respectively, subject to their continued employment through that date and the achievement of certain performance conditions. Generally, performance conditions include targets for local currency net sales, adjusted earnings before interest and taxes, and/or adjusted earnings per share. These performance stock unit awards can vest at between 0 % and 200 % of the target award based on the achievement of the performance conditions. During the years ended December 31, 2021, 2020, and 2019, the Company granted stock unit awards with service conditions to directors and certain employees, which generally vest annually over a one-year and three-year period, respectively. Share-based compensation expense is included in selling, general, and administrative expenses within the Company’s consolidated statements of income. The Company’s policy is to estimate the number of forfeitures expected to occur. Share-based compensation expense relating to service condition awards amounted to $ 43.6 million, $ 38.3 million, and $ 31.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. Share-based compensation expense relating to performance condition awards amounted to $ 10.5 million, $ 12.7 million, and $ 6.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. The related income tax benefits recognized in earnings for all awards amounted to $ 10.5 million, $ 9.6 million, and $ 8.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. Excess tax benefits on share-based compensation arrangements totaled $ 3.5 million, $ 3.1 million, and $ 5.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the total unrecognized compensation cost related to non-vested service condition stock awards was $ 58.2 million and the related weighted-average period over which it is expected to be recognized is approximately 1.4 years. As of December 31, 2021, the total unrecognized compensation cost related to non-vested performance condition awards was $ 12.9 million and the related weighted-average period over which it is expected to be recognized is approximately 1.3 years. Stock unit awards are valued at the market value on the date of grant. The fair value of service condition SARs and performance condition SARs are estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The fair value of SARs with market conditions or with market and performance conditions are estimated on the date of grant using the Monte Carlo lattice model. The Company calculates the expected term of its SARs based on historical data. All groups of employees have been determined to have similar historical exercise patterns for valuation purposes. The expected volatility of the SARs is based upon the historical volatility of the Company’s common shares and is also validated against the volatility rates of a peer group of companies. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the SARs. The expected dividend yield assumption is based on the Company’s historical and expected amount of dividend payouts. There were no SARs granted during the years ended December 31, 2021, 2020, and 2019. The following table summarizes the activities for all SARs under the Company’s share-based compensation plans for the year ended December 31, 2021: Number of Awards Weighted-Average Exercise Price Per Award Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value(1) (in thousands) (in millions) Outstanding as of December 31, 2020(2)(3) 3,737 $ 27.23 4.6 years $ 77.8 Granted — $ — Exercised(4) ( 1,092 ) $ 27.60 Forfeited ( 23 ) $ 25.03 Outstanding as of December 31, 2021(3) 2,622 $ 27.10 3.8 years $ 36.3 Exercisable as of December 31, 2021(5) 2,622 $ 27.10 3.8 years $ 36.3 Vested and expected to vest as of December 31, 2021 2,622 $ 27.10 3.8 years $ 36.3 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes less than 0.1 million market condition SARS as of December 31, 2020. (3) Includes 0.8 million and 1.1 million performance condition SARs as of December 31, 2021 and 2020, respectively. (4) Includes less than 0.1 million market condition and 0.3 million performance condition SARs. (5) Includes 0.8 million performance condition SARs. The total intrinsic value of service condition SARs exercised during the years ended December 31, 2021, 2020, and 2019 was $ 19.1 million, $ 28.0 million, and $ 33.7 million, respectively. The total intrinsic value of performance condition SARs exercised during the years ended December 31, 2021, 2020, and 2019 was $ 6.5 million, $ 28.8 million, and $ 0.1 million, respectively. The total intrinsic value of market condition SARs exercised during the years ended December 31, 2021, 2020, and 2019 was $ 1.1 million, zero , and zero , respectively. The following table summarizes the activities for all stock units under the Company’s share-based compensation plans for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2020(1) 3,068 $ 44.01 Granted(2) 1,537 $ 48.32 Vested(3) ( 941 ) $ 45.19 Forfeited(4) ( 264 ) $ 48.80 Outstanding and nonvested as of December 31, 2021(1) 3,400 $ 45.26 Expected to vest as of December 31, 2021(5) 2,955 $ 45.07 (1) Includes 913,388 and 712,596 performance based stock unit awards as of December 31, 2021 and 2020, respectively, which represents the maximum amount that can vest. (2) Includes 447,346 performance-based stock unit awards. (3) Includes 117,105 performance-based stock unit awards. (4) Includes 129,449 performance-based stock unit awards. (5) Includes 539,452 performance-based stock unit awards. The total vesting date fair value of stock units which vested during the years ended December 31, 2021, 2020, and 2019 was $4 3.2 million, $ 23.0 million, and $ 13.0 million, respectively. Employee Stock Purchase Plan During 2007, the Company adopted a qualified employee stock purchase plan, or ESPP, which was implemented during the first quarter of 2008. In connection with the adoption of the ESPP, the Company has reserved for issuance a total of 4.0 million common shares. As of December 31, 2021, approximately 3.0 million common shares remain available for future issuance. Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholdings, to purchase a limited number of common shares at 85 % of the fair market value of a common share at the purchase date. Purchases are made on a quarterly basis. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segm ent Information The Company is a nutrition company that sells a wide range of weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition products. The Company’s products are manufactured by the Company in its Changsha, Hunan, China extraction facility; Suzhou, China facility; Nanjing, China facility; Lake Forest, California facility; and Winston-Salem, North Carolina facility, as well as by third-party providers, and then are sold to Members who consume and sell Herbalife Nutrition products to retail consumers or other Members. Revenues reflect sales of products by the Company to its Members and are categorized based on geographic location. As of December 31, 2021, the Company sold products in 95 markets throughout the world and was organized and managed by six geographic regions: North America, Mexico, South and Central America, EMEA, Asia Pacific, and China. The Company defines its operating segments as those geographical operations. The Company aggregates its operating segments, excluding China, into a reporting segment, or the Primary Reporting Segment, as management believes that the Company’s operating segments have similar operating characteristics and similar long-term operating performance. In making this determination, management believes that the operating segments are similar in the nature of the products sold, the product acquisition process, the types of customers to whom products are sold, the methods used to distribute the products, the nature of the regulatory environment, and their economic characteristics. China has been identified as a separate reporting segment as it does not meet the criteria for aggregation. The Company reviews its net sales and contribution margin by operating segment, and reviews its assets and capital expenditures on a consolidated basis and not by operating segment. Therefore, net sales and contribution margin are presented by reportable segment and assets and capital expenditures by segment are not presented. Operating information for the two reportable segments, sales by product line, and sales by geographic area are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Net sales: Primary Reporting Segment $ 5,173.3 $ 4,732.2 $ 4,125.1 China 629.5 809.6 752.0 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 Contribution margin(1): Primary Reporting Segment $ 2,175.6 $ 1,983.6 $ 1,793.6 China(2) 554.2 717.5 677.3 Total contribution margin $ 2,729.8 $ 2,701.1 $ 2,470.9 Selling, general, and administrative expenses(2) 2,012.1 2,075.0 1,940.3 Other operating income ( 16.4 ) ( 14.5 ) ( 37.5 ) Interest expense 153.1 133.0 153.0 Interest income 4.4 8.8 20.6 Other expense (income), net 24.6 — ( 15.7 ) Income before income taxes 560.8 516.4 451.4 Income taxes 113.6 143.8 140.4 Net income $ 447.2 $ 372.6 $ 311.0 Net sales by product line: Weight Management $ 3,370.4 $ 3,312.8 $ 3,012.5 Targeted Nutrition 1,636.6 1,527.4 1,278.5 Energy, Sports, and Fitness 551.8 437.4 352.0 Outer Nutrition 107.8 111.3 97.3 Literature, Promotional, and Other(3) 136.2 152.9 136.8 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 Net sales by geographic area: United States $ 1,386.7 $ 1,334.5 $ 1,002.6 China 629.5 809.6 752.0 India 519.1 349.1 321.3 Mexico 463.7 436.9 473.6 Others 2,803.8 2,611.7 2,327.6 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 (1) Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include service fees to China independent service providers. (2) Service fees to China independent service providers totaling $ 350.1 million, $ 454.0 million, and $ 418.9 million for the years ended December 31, 2021, 2020, and 2019, respectively, are included in selling, general, and administrative expenses. (3) Product buybacks and returns in all product categories are included in the Literature, Promotional, and Other category. As of December 31, 2021 and 2020, goodwill allocated to the Company’s reporting units included in the Company’s Primary Reporting Segment was $ 92.1 million and $ 97.2 million, respectively, and goodwill allocated to the China segment was $ 3.3 million and $ 3.3 million, respectively. The following table sets forth property, plant, and equipment and deferred tax assets by geographic area: December 31, 2021 2020 2019 (in millions) Property, plant, and equipment, net: United States $ 348.3 $ 303.2 $ 292.4 Foreign 93.8 87.0 79.1 Total property, plant, and equipment, net $ 442.1 $ 390.2 $ 371.5 Deferred tax assets: United States $ 142.6 $ 123.8 $ 114.5 Foreign 78.0 76.6 68.3 Total deferred tax assets $ 220.6 $ 200.4 $ 182.8 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 11. Derivative Instruments and Hedging Activities Interest Rate Risk Management The Company engages in an interest rate hedging strategy for which the hedged transactions are forecasted interest payments on the Company’s 2018 Credit Facility, which are based on variable rates. During the first quarter of 2020, the Company entered into various interest rate swap agreements with effective dates ranging between February 2020 and March 2020 . These agreements collectively provide for the Company to pay interest at a weighted-average fixed rate of 0.98 % on aggregate notional amounts of $ 100.0 million under the 2018 Credit Facility until their respective expiration dates ranging between February 2022 and March 2023 , while receiving interest based on LIBOR on the same notional amounts for the same periods. At inception, these swap agreements were designated as cash flow hedges against the variability in certain LIBOR-based borrowings under the 2018 Credit Facility, effectively fixing the interest rate on such notional amounts at a weighted-average effective rate of, depending on the Company’s total leverage ratio, between 2.73 % and 3.23 %. These hedge relationships qualified as effective under FASB ASC Topic 815, Derivatives and Hedging , or ASC 815, and consequently all changes in the fair value of these interest rate swaps are recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and are recognized in interest expense within the Company’s consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. The fair values of the interest rate swap agreements are based on third-party bank quotes, and as of December 31, 2021 and 2020, the Company recorded liabilities at fair value of $ 0.1 million and $ 1.0 million, respectively, relating to these interest rate swap agreements. Foreign Currency Instruments The Company designates certain foreign currency derivatives, primarily comprised of foreign currency forward contracts and option contracts, as freestanding derivatives for which hedge accounting does not apply. The changes in the fair market value of these freestanding derivatives are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. The Company primarily uses freestanding foreign currency derivatives to hedge foreign currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The fair value of the freestanding foreign currency derivatives is based on third-party quotes. The Company’s foreign currency derivative contracts are generally executed on a monthly basis. The Company designates as cash flow hedges those foreign currency forward contracts it enters into to hedge forecasted inventory purchases and intercompany management fees that are subject to foreign currency exposures. Forward contracts are used to hedge forecasted inventory purchases over specific months. Changes in the fair value of these forward contracts designated as cash flow hedges, excluding forward points, are recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and are recognized in cost of sales within the Company’s consolidated statement of income during the period which approximates the time the hedged inventory is sold. The Company also hedges forecasted intercompany management fees over specific months. These contracts allow the Company to sell Euros in exchange for U.S. dollars at specified contract rates. Changes in the fair value of these forward contracts designated as cash flow hedges, excluding forward points, are recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and are recognized in selling, general, and administrative expenses within the Company’s consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. The Company has elected to record changes in the fair value of amounts excluded from the assessment of effectiveness currently in earnings. As of December 31, 2021 and 2020, the aggregate notional amounts of all foreign currency contracts outstanding designated as cash flow hedges were approximately $ 54.5 million and $ 56.4 million, respectively. As of December 31, 2021, these outstanding contracts were expected to mature over the next thirteen months. The Company’s derivative financial instruments are recorded on the consolidated balance sheets at fair value based on third-party quotes. As of December 31, 2021, the Company recorded assets at fair value of $ 0.3 million and liabilities at fair value of $ 1.7 million relating to all outstanding foreign currency contracts designated as cash flow hedges. As of December 31, 2020, the Company recorded liabilities at fair value of $ 3.9 million relating to all outstanding foreign currency contracts designated as cash flow hedges. The Company assesses hedge effectiveness at least quarterly and the hedges remained effective as of December 31, 2021 and 2020. As of both December 31, 2021 and 2020, the majority of the Company’s outstanding foreign currency forward contracts had maturity dates of less than twelve months with the majority of freestanding derivatives expiring within one month. The tables below provide information about the details of all foreign currency forward contracts that were outstanding as of December 31, 2021 and 2020: Weighted-Average Contract Rate Notional Amount Fair Value Gain (Loss) (in millions, except weighted-average contract rate) As of December 31, 2021 Buy Brazilian real sell U.S. dollar 5.77 $ 6.8 $ 0.1 Buy British pound sell Euro 0.85 3.3 — Buy Chinese yuan sell Euro 7.73 50.5 1.9 Buy Chinese yuan sell U.S. dollar 6.63 103.2 3.7 Buy Colombian peso sell U.S. dollar 4,009.53 1.1 — Buy Danish krone sell U.S. dollar 6.59 0.9 — Buy Euro sell British pound 0.85 8.9 ( 0.1 ) Buy Euro sell Canadian dollar 1.45 1.0 — Buy Euro sell Chilean peso 987.89 1.1 — Buy Euro sell Chinese yuan 7.26 1.8 — Buy Euro sell Hong Kong dollar 8.81 4.0 — Buy Euro sell Indian rupee 85.76 3.2 — Buy Euro sell Indonesian rupiah 16,154.00 11.2 0.1 Buy Euro sell Japanese yen 128.73 1.3 — Buy Euro sell Kazakhstani tenge 501.00 1.5 — Buy Euro sell Malaysian ringgit 4.77 21.3 ( 0.2 ) Buy Euro sell Mexican peso 24.84 47.4 ( 1.7 ) Buy Euro sell Peruvian nuevo sol 4.56 2.5 — Buy Euro sell Philippine peso 56.41 2.3 0.1 Buy Euro sell Russian ruble 84.24 10.5 0.2 Buy Euro sell South African rand 18.03 1.6 — Buy Euro sell Taiwan dollar 31.28 1.8 — Buy Euro sell Thai baht 38.04 2.4 — Buy Euro sell Turkish lira 15.54 1.5 — Buy Euro sell U.S. dollar 1.14 19.3 — Buy Euro sell Ukrainian hryvnia 31.46 1.5 — Buy Euro sell Vietnamese dong 25,979.00 33.1 — Buy Indian rupee sell Euro 84.85 3.2 — Buy Indonesian rupiah sell U.S. dollar 14,379.57 6.9 — Buy Kazakhstani tenge sell Euro 493.00 1.1 — Buy Norwegian krone sell U.S. dollar 8.96 2.1 — Buy Polish zloty sell U.S. dollar 4.13 0.9 — Buy South African rand sell U.S. dollar 16.04 2.6 — Buy Swedish krona sell U.S. dollar 9.15 2.0 — Buy Taiwan dollar sell U.S. dollar 27.61 8.0 — Buy Thai baht sell Euro 38.02 0.9 — Buy U.S. dollar sell Brazilian real 5.79 18.8 ( 0.4 ) Buy U.S. dollar sell Chinese yuan 6.51 45.2 ( 0.9 ) Buy U.S. dollar sell Colombian peso 4,015.75 2.1 — Buy U.S. dollar sell Euro 1.13 169.2 ( 0.8 ) Buy U.S. dollar sell Indian rupee 75.36 3.0 — Buy U.S. dollar sell Korean won 1,179.42 4.0 — Buy U.S. dollar sell Mexican peso 22.43 10.6 ( 0.2 ) Buy U.S. dollar sell Philippine peso 50.27 6.0 0.2 Buy U.S. dollar sell South African rand 15.95 3.0 — Buy U.S. dollar sell Thai baht 33.71 5.9 ( 0.1 ) Buy Ukrainian hryvnia sell Euro 31.62 1.2 — Buy Vietnamese dong sell Euro 25,865.00 3.3 — Total forward contracts $ 645.0 $ 1.9 Weighted-Average Contract Rate Notional Amount Fair Value Gain (Loss) (in millions, except weighted-average contract rate) As of December 31, 2020 Buy British pound sell Euro 0.92 $ 3.4 $ 0.1 Buy British pound sell U.S. dollar 1.34 1.5 — Buy Chinese yuan sell Euro 8.14 52.1 ( 0.1 ) Buy Chinese yuan sell U.S. dollar 7.13 99.3 8.5 Buy Colombian peso sell U.S. dollar 3,422.09 1.1 — Buy Danish krone sell U.S. dollar 6.10 1.0 — Buy Euro sell Australian dollar 1.61 1.4 — Buy Euro sell British pound 0.91 2.6 — Buy Euro sell Canadian dollar 1.56 1.1 — Buy Euro sell Chilean peso 896.37 2.6 ( 0.1 ) Buy Euro sell Hong Kong dollar 9.49 4.4 — Buy Euro sell Indian rupee 90.29 4.9 ( 0.1 ) Buy Euro sell Indonesian rupiah 17,189.96 4.1 — Buy Euro sell Israeli shekel 3.98 0.9 — Buy Euro sell Kazakhstani tenge 520.25 3.1 — Buy Euro sell Malaysian ringgit 4.98 1.2 — Buy Euro sell Mexican peso 26.22 55.7 ( 3.4 ) Buy Euro sell Peruvian nuevo sol 4.41 1.6 — Buy Euro sell Philippine peso 59.13 1.2 — Buy Euro sell Russian ruble 92.13 7.7 ( 0.1 ) Buy Euro sell South African rand 18.00 5.4 — Buy Euro sell Taiwan dollar 34.30 1.2 — Buy Euro sell Turkish lira 9.32 2.9 ( 0.1 ) Buy Euro sell Vietnamese dong 27,872.81 17.5 0.2 Buy Indonesian rupiah sell U.S. dollar 14,115.17 7.1 0.1 Buy Kazakhstani tenge sell Euro 517.65 2.4 — Buy Korean won sell U.S. dollar 1,114.85 10.0 0.2 Buy Mexican peso sell U.S. dollar 19.97 35.1 — Buy Norwegian krone sell U.S. dollar 8.66 2.2 — Buy Russian ruble sell Euro 90.11 1.2 — Buy Swedish krona sell U.S. dollar 8.25 2.7 — Buy Taiwan dollar sell U.S. dollar 27.67 15.2 — Buy U.S. dollar sell Australian dollar 0.76 2.0 — Buy U.S. dollar sell Chinese yuan 6.75 47.1 ( 1.3 ) Buy U.S. dollar sell Colombian peso 3,525.72 4.2 ( 0.1 ) Buy U.S. dollar sell Euro 1.20 24.9 ( 0.4 ) Buy U.S. dollar sell Korean won 1,107.10 16.3 ( 0.3 ) Buy U.S. dollar sell Mexican peso 21.94 11.3 ( 0.6 ) Buy U.S. dollar sell Philippine peso 48.51 8.2 ( 0.1 ) Buy U.S. dollar sell Thai baht 31.08 3.2 ( 0.1 ) Total forward contracts $ 471.0 $ 2.3 The following tables summarize the derivative activity during the years ended December 31, 2021, 2020, and 2019 relating to all the Company’s derivatives. Gains and Losses on Derivative Instruments The following table summarizes gains (losses) relating to derivative instruments recorded in other comprehensive loss during the years ended December 31, 2021, 2020, and 2019: Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income Year Ended December 31, 2021 2020 2019 (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 0.1 $ 2.3 $ ( 1.9 ) Interest rate swaps — ( 1.6 ) — As of December 31, 2021, the estimated amount of existing net losses related to cash flow hedges recorded in accumulated other comprehensive loss that are expected to be reclassified into earnings over the next twelve months was $ 0.7 million. The effect of cash flow hedging relationships on the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2021 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 1,239.3 $ 2,012.1 $ 153.1 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 2.4 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.6 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of loss reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — ( 0.9 ) Amount of gain excluded from assessment of effectiveness recognized in income — — — Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2020 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 1,150.6 $ 2,075.0 $ 133.0 Foreign exchange currency contracts relating to inventory hedges: Amount of gain reclassified from accumulated other comprehensive loss to income 5.1 — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.3 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of loss reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — ( 0.5 ) Amount of gain excluded from assessment of effectiveness recognized in income — — — Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2019 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 958.0 $ 1,940.3 $ 153.0 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 0.2 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.3 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain reclassified from accumulated other comprehensive loss to income — 1.0 — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — Interest rate swaps: Amount of gain reclassified from accumulated other comprehensive loss to income — — — Amount of gain excluded from assessment of effectiveness recognized in income — — — The following table summarizes gains (losses) recorded to income relating to derivative instruments not designated as hedging instruments during the December 31, 2021, 2020, and 2019: Amount of Gain Recognized in Income Year Ended December 31, 2021 2020 2019 Location of Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ 5.9 $ 2.5 $ 1.0 Selling, general, and administrative expenses The Company reports its derivatives at fair value as either assets or liabilities within its consolidated balance sheets. See Note 13, Fair Value Measurements , for information on derivative fair values and their consolidated balance sheet locations as of December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of income before income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 53.4 $ 152.5 $ 48.6 Foreign 507.4 363.9 402.8 Total $ 560.8 $ 516.4 $ 451.4 Income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Current: Foreign $ 121.8 $ 122.0 $ 100.6 Federal 20.1 13.7 22.1 State 5.0 6.1 2.3 146.9 141.8 125.0 Deferred: Foreign ( 17.0 ) ( 2.7 ) 12.8 Federal ( 16.0 ) 3.9 1.3 State ( 0.3 ) 0.8 1.3 ( 33.3 ) 2.0 15.4 $ 113.6 $ 143.8 $ 140.4 The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows: December 31, 2021 2020 (in millions) Deferred income tax assets: Accruals not currently deductible $ 94.9 $ 98.5 Tax loss and credit carryforwards of certain foreign subsidiaries 122.7 128.3 Domestic tax credit carryforwards 204.5 208.7 Deferred compensation plan 40.0 39.6 Deferred interest expense 115.5 67.4 Inventory reserve 9.3 5.5 Operating lease liabilities 39.1 36.6 Other 6.5 6.6 Gross deferred income tax assets 632.5 591.2 Less: valuation allowance ( 411.9 ) ( 390.8 ) Total deferred income tax assets $ 220.6 $ 200.4 Deferred income tax liabilities: Intangible assets $ 72.4 $ 71.2 Unremitted foreign earnings 20.9 14.9 Operating lease assets 34.3 32.9 Other 5.6 24.7 Total deferred income tax liabilities 133.2 143.7 Total net deferred tax assets $ 87.4 $ 56.7 Tax loss and credit carryforwards of certain foreign subsidiaries for 2021 and 2020 were $ 122.7 million and $ 128.3 million, respectively. If unused, tax loss and credit carryforwards of certain foreign subsidiaries of $ 102.7 million will expire between 2022 and 2038 and $ 20.0 million can be carried forward indefinitely. U.S. foreign tax credit carryforwards for 2021 and 2020 were $ 195.1 million and $ 202.1 million, respectively, which are included in Domestic tax credit carryforwards in the table above. If unused, U.S. foreign tax credit carryforwards will expire between 2023 and 2031 . U.S. research and development tax credit carryforwards for 2021 and 2020 were $ 12.0 million and $ 9.0 million, respectively. If unused, U.S. research and development tax credit carryforwards begin expiring in 2035 . The deferred interest expense can be carried forward indefinitely. The Company recognizes valuation allowances on deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company held valuation allowances against net deferred tax assets of certain subsidiaries, primarily related to tax loss carryforwards and U.S. foreign tax credits, in the amount of $ 411.9 million and $ 390.8 million, respectively. The change in the Company’s valuation allowance during 2021 of $ 21.1 million was primarily attributable to foreign deferred interest expense and tax loss carryforwards. The change in the Company’s valuation allowance during 2020 of $ 60.5 million was primarily attributable to foreign deferred interest expense and tax loss carryforwards. The change in the Company’s valuation allowance during 2019 of $ 11.2 million was primarily related to foreign deferred interest expense and tax loss carryforwards. As of December 31, 2021, Herbalife Nutrition Ltd. had approximately $ 2.8 billion of permanently reinvested unremitted earnings relating to its operating subsidiaries. Since Herbalife Nutrition Ltd.’s unremitted earnings have been permanently reinvested, deferred taxes were not provided on these unremitted earnings. Further, it is not practicable to determine the amount of unrecognized deferred taxes with respect to these unremitted earnings. If the Company were to remit these unremitted earnings, it would be subject to income tax on these remittances. Deferred taxes have been accrued for earnings that are not considered indefinitely reinvested. The deferred tax liabilities on the unremitted foreign earnings as of December 31, 2021 and 2020 were $ 20.9 million and $ 22.3 million, respectively. The applicable statutory income tax rate in the Cayman Islands was zero for Herbalife Nutrition Ltd. for the years being reported. For purposes of the reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate, a notional 21 % tax rate is applied for the years ended December 31, 2021, 2020, and 2019 as follows: Year Ended December 31, 2021 2020 2019 (in millions) Tax expense at United States statutory rate $ 117.8 $ 108.4 $ 94.8 Increase (decrease) in tax resulting from: Differences between U.S. and foreign tax rates on foreign income, including withholding taxes ( 15.1 ) ( 19.5 ) 50.9 U.S. tax (benefit) on foreign income, net of foreign tax credits ( 21.9 ) ( 20.5 ) ( 10.1 ) Increase in valuation allowances 21.1 60.6 11.4 State taxes, net of federal benefit 3.0 5.2 3.1 Unrecognized tax benefits 9.3 3.9 ( 6.9 ) Excess tax benefits on equity awards ( 3.5 ) ( 3.1 ) ( 5.8 ) Other 2.9 8.8 3.0 Total $ 113.6 $ 143.8 $ 140.4 As of December 31, 2021, the total amount of unrecognized tax benefits, including related interest and penalties was $ 72.5 million. If the total amount of unrecognized tax benefits was recognized, $ 48.1 million of unrecognized tax benefits, $ 15.1 million of interest, and $ 3.3 million of penalties would impact the effective tax rate. As of December 31, 2020, the total amount of unrecognized tax benefits, including related interest and penalties was $ 65.9 million. If the total amount of unrecognized tax benefits was recognized, $ 46.9 million of unrecognized tax benefits, $ 11.4 million of interest, and $ 1.8 million of penalties would impact the effective tax rate. The Company accounts for the interest and penalties generated by tax contingencies as a component of income tax expense. During the year ended December 31, 2021, the Company recorded an increase in interest and penalty expense related to uncertain tax positions of $ 4.1 million and $ 1.5 million, respectively. During the year ended December 31, 2020, the Company recorded an increase in interest expense related to uncertain tax positions of $ 2.4 million and a decrease in penalty expense related to uncertain tax positions of $ 0.1 million. During the year ended December 31, 2019, the Company recorded a decrease in interest expense related to uncertain tax positions of $ 0.7 million and an increase in penalty expense related to uncertain tax positions of $ 0.2 million. As of December 31, 2021, the total amount of interest and penalties related to unrecognized tax benefits recognized in the consolidated balance sheet was $ 15.1 million and $ 3.3 million, respectively. As of December 31, 2020, the total amount of interest and penalties related to unrecognized tax benefits recognized in the consolidated balance sheet was $ 11.4 million and $ 1.8 million, respectively. As of December 31, 2019, the total amount of interest and penalties related to unrecognized tax benefits recognized in the consolidated balance sheet was $ 9.1 million and $ 1.9 million, respectively. The following changes occurred in the amount of unrecognized tax benefits during the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 (in millions) Beginning balance of unrecognized tax benefits $ 52.7 $ 48.9 $ 53.5 Additions for current year tax positions 9.2 9.7 8.4 Additions for prior year tax positions 5.1 1.3 6.1 Reductions for prior year tax positions ( 2.3 ) ( 0.6 ) ( 15.4 ) Reductions for audit settlements ( 5.2 ) ( 4.7 ) ( 0.1 ) Reductions for the expiration of statutes of limitations ( 4.1 ) ( 2.1 ) ( 3.6 ) Changes due to foreign currency translation adjustments ( 1.3 ) 0.2 — Ending balance of unrecognized tax benefits (excluding interest and penalties) 54.1 52.7 48.9 Interest and penalties associated with unrecognized tax benefits 18.4 13.2 11.0 Ending balance of unrecognized tax benefits (including interest and penalties) $ 72.5 $ 65.9 $ 59.9 The amount of income taxes the Company pays is subject to ongoing audits by taxing jurisdictions around the world. The Company’s estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. The Company believes that it has adequately provided for these matters. However, the Company’s future results may include favorable or unfavorable adjustments to its estimates in the period the audits are resolved, which may impact the Company’s effective tax rate. As of December 31, 2021, the Company’s tax filings are generally subject to examination in major tax jurisdictions for years ending on or after December 31, 2012 . The Company believes that it is reasonably possible that the amount of unrecognized tax benefits could decrease by up to approximately $ 6.4 million within the next twelve months. Of this possible decrease, $ 5.5 million would be due to the expiration of statute of limitations in various jurisdictions. The remaining possible decrease of $ 0.9 million would be due to settlement of audits or resolution of administrative or judicial proceedings. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures , or ASC 820, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its consolidated financial statements. Foreign exchange currency contracts and interest rate swaps are valued using standard calculations and models. Foreign exchange currency contracts are valued primarily based on inputs such as observable forward rates, spot rates, and foreign currency exchange rates at the reporting period ended date. Interest rate swaps are valued primarily based on inputs such as LIBOR and swap yield curves at the reporting period ended date. The Company’s derivative assets and liabilities are measured at fair value and consisted of Level 2 inputs and their amounts are shown below at their gross values as of December 31, 2021 and 2020: Significant Other Observable Inputs (Level 2) Fair Value as of December 31, Significant Other Observable Inputs (Level 2) Fair Value as of December 31, Balance Sheet Location (in millions) ASSETS: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 0.3 $ — Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 6.6 9.4 Prepaid expenses and other current assets $ 6.9 $ 9.4 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 1.7 $ 3.9 Other current liabilities Interest rate swaps 0.1 1.0 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3.4 3.2 Other current liabilities $ 5.2 $ 8.1 The Company’s deferred compensation plan assets consist of Company-owned life insurance policies. As these policies are recorded at their cash surrender value, they are not required to be included in the fair value table above. See Note 6, Employee Compensation Plans , for a further description of its deferred compensation plan assets. The following tables summarize the offsetting of the fair values of the Company’s derivative assets and derivative liabilities for presentation in the Company’s consolidated balance sheets as of December 31, 2021 and 2020: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts Offset in the Balance Sheet Net Amounts of Assets Presented in the Balance Sheet (in millions) December 31, 2021 Foreign exchange currency contracts $ 6.9 $ ( 2.2 ) $ 4.7 Total $ 6.9 $ ( 2.2 ) $ 4.7 December 31, 2020 Foreign exchange currency contracts $ 9.4 $ ( 1.8 ) $ 7.6 Total $ 9.4 $ ( 1.8 ) $ 7.6 Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Liabilities Presented in the Balance Sheet (in millions) December 31, 2021 Foreign exchange currency contracts $ 5.1 $ ( 2.2 ) $ 2.9 Interest rate swaps 0.1 — 0.1 Total $ 5.2 $ ( 2.2 ) $ 3.0 December 31, 2020 Foreign exchange currency contracts $ 7.1 $ ( 1.8 ) $ 5.3 Interest rate swaps 1.0 — 1.0 Total $ 8.1 $ ( 1.8 ) $ 6.3 The Company offsets all of its derivative assets and derivative liabilities in its consolidated balance sheets to the extent it maintains master netting arrangements with related financial institutions. As of December 31, 2021 and 2020, all of the Company’s derivatives were subject to master netting arrangements and no collateralization was required for the Company’s derivative assets and derivative liabilities. |
Transformation Program
Transformation Program | 12 Months Ended |
Dec. 31, 2021 | |
Transformation Programs Text Block [Abstract] | |
Transformation Program | 14. Transformation Program In the fourth quarter of 2021, the Company initiated a global transformation program to optimize global processes for future growth, or the Transformation Program. The Transformation Program involves the investment in certain new technologies and the realignment of infrastructure and the locations of certain functions to better support distributors and customers. For the first phase of the Transformation Program, the Company currently expects total pre-tax expenses in the range of $ 25 million to $ 30 million through 2023, of which $ 12.9 million was recognized in selling, general, and administrative expenses within its consolidated statement of income during the year ended December 31, 2021. The Company expects to complete the first phase of the Transformation Program in 2023. The Company is still assessing the scope, timing, and execution plan of the second phase of the Transformation Program, and accordingly cannot estimate the amounts to be incurred for the program in totality. Costs related to the Transformation Program for the year ended December 31, 2021 were as follows: Year Ended December 31, 2021 (in millions) Professional fees $ 9.7 Retention and separation 3.0 Other 0.2 Total $ 12.9 Changes in the liabilities related to the Transformation Program, which were recognized in other current liabilities within the Company’s consolidated balance sheets, were as follows: Professional Fees Retention and Separation Other Total (in millions) Expenses $ 9.7 $ 3.0 $ 0.2 $ 12.9 Cash payments ( 7.7 ) ( 0.2 ) ( 0.2 ) ( 8.1 ) Non-cash items and other — — — — Balance as of December 31, 2021 $ 2.0 $ 2.8 $ — $ 4.8 |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Detail of Certain Balance Sheet Accounts | 15. Detail of Certain Balance Sheet Accounts Other Assets The Other assets on the Company’s accompanying consolidated balance sheets included deferred compensation plan assets of $ 48.2 million and $ 43.8 million and deferred tax assets of $ 118.0 million and $ 96.0 million as of December 31, 2021 and 2020, respectively. Other Current Liabilities Other current liabilities consisted of the following: December 31, 2021 2020 (in millions) Accrued compensation $ 171.9 $ 163.8 Accrued service fees to China independent service providers 48.5 63.3 Accrued advertising, events, and promotion expenses 55.9 67.6 Current operating lease liabilities 42.8 35.5 Advance sales deposits 63.0 68.5 Income taxes payable 13.7 23.0 Other accrued liabilities 200.0 235.8 Total $ 595.8 $ 657.5 Other Non-Current Liabilities The Other non-current liabilities on the Company’s accompanying consolidated balance sheets included deferred compensation plan liabilities of $ 80.5 million and $ 72.3 million and deferred income tax liabilities of $ 30.6 million and $ 39.3 million as of December 31, 2021 and 2020, respectively. See Note 6, Employee Compensation Plans , for a further description of the Company’s deferred compensation plan assets and liabilities. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Pronouncements | Recently Adopted Pronouncements In August 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans . This ASU removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The amendments in this update are effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance during the first quarter of 2021 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by eliminating some exceptions to the general approach in the FASB Accounting Standards Codification, or ASC, Topic 740, Income Taxes , and clarifies certain aspects of the existing guidance to promote more consistent application, among other things. The amendments in this update are effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this guidance during the first quarter of 2021 did not have a material impact on the Company’s consolidated financial statements . |
New Accounting Pronouncements | New Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , or ASU 2020-06. This ASU simplifies the accounting for convertible instruments by eliminating certain accounting models, resulting in fewer embedded conversion features being separately recognized from the host contract, and also amends the guidance for derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. Additionally, the amendments in this ASU affect the diluted EPS calculation for convertible instruments. It will require that the effect of potential share settlement be included in the diluted EPS calculation when a convertible instrument may be settled in cash or shares; the if-converted method as opposed to the treasury stock method would be required to calculate diluted EPS for these types of convertible instruments. The amendments in this update are effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The Company plans to adopt this guidance during the first quarter of 2022 using the modified retrospective method and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects the adoption of this guidance to increase long-term debt by approximately $ 59.1 million, reduce paid-in capital in excess of par value by approximately $ 136.7 million, and decrease accumulated deficit by approximately $ 77.6 million within its consolidated balance sheet. Future non-cash interest expense related to convertible instruments will be lower as a result of adoption of this guidance and net income per share will be computed using the if-converted method for convertible instruments. In December 2021, the Company made an irrevocable election under the indenture governing the convertible senior notes due 2024, or the 2024 Convertible Notes, to require the principal portion of the 2024 Convertible Notes to be settled in cash and any excess in shares or cash. Following the irrevocable election, only the amounts expected to be settled in excess of the principal will be considered in diluted earnings per share under the if-converted method pursuant to ASU 2020-06. This irrevocable election under the indenture had no impact to the Company’s consolidated financial statements as of and for the year ended December 31, 2021. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This ASU increases the transparency of government assistance including the disclosure of: (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The amendments in this update are effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. |
Consolidation Policy | Consolidation Policy The consolidated financial statements include the accounts of Herbalife Nutrition Ltd. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions In the majority of the countries that the Company operates, the functional currency is the local currency. The Company’s foreign subsidiaries’ asset and liability accounts are translated for consolidated financial reporting purposes into U.S. dollar amounts at year-end exchange rates. Revenue and expense accounts are translated at the average rates during the year. Foreign exchange translation adjustments are included in accumulated other comprehensive loss on the accompanying consolidated balance sheets. Foreign currency transaction gains and losses, which include the cost of foreign currency derivative contracts and the related settlement gains and losses but excluding certain foreign currency derivatives designated as cash flow hedges as discussed in Note 11, Derivative Instruments and Hedging Activities , are included in selling, general, and administrative expenses within the accompanying consolidated statements of income. The Company recorded net foreign currency transaction losses of $ 6.2 million, $ 14.8 million, and $ 2.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Forward Exchange Contracts | Forward Exchange Contracts, Option Contracts, and Interest Rate Swaps The Company enters into foreign currency derivatives, primarily comprised of foreign currency forward contracts and option contracts, in managing its foreign exchange risk on sales to Members, inventory purchases denominated in foreign currencies, and intercompany transactions and loans. The Company also enters into interest rate swaps in managing its interest rate risk on its variable rate senior secured credit facility. The Company does not use the contracts for trading purposes. In accordance with FASB ASC Topic 815, Derivatives and Hedging , or ASC 815, the Company designates certain of its derivative instruments as cash flow hedges and formally documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction, at the time the derivative contract is executed. The Company assesses the effectiveness of the hedge both at inception and on an ongoing basis and determines whether the hedge is highly or perfectly effective in offsetting changes in cash flows of the hedged item. The Company records changes in the estimated fair value in accumulated other comprehensive loss and subsequently reclassifies the related amount of accumulated other comprehensive loss to earnings when the hedged item and underlying transaction impacts earnings. If it is determined that a derivative has ceased to be a highly effective hedge, the Company will discontinue hedge accounting for such transaction. For derivatives that are not designated as hedges, all changes in estimated fair value are recognized in the consolidated statements of income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. The Company has a cash pooling arrangement with a financial institution for cash management purposes. This cash pooling arrangement allows certain of the Company’s participating subsidiaries to withdraw cash from this financial institution based upon the Company’s aggregate cash deposits held by subsidiaries who participate in the cash pooling arrangement. To the extent any participating location on an individual basis is in an overdraft position, these overdrafts will be recorded as liabilities and reflected as financing activities in the Company’s consolidated balance sheets and consolidated statements of cash flows, respectively. The Company did not owe any amounts to this financial institution as of December 31, 2021 and 2020. |
Accounts Receivable | Accounts Receivable Accounts receivable consist principally of receivables from credit card companies, arising from the sale of products to the Company’s Members, and receivables from importers, who are utilized in a limited number of countries to sell products to Members. The Company believes the concentration of its collection risk related to its credit card receivables is reduced due to geographic dispersion. Credit card receivables were $ 53.0 million and $ 65.2 million as of December 31, 2021 and 2020, respectively. Substantially all credit card receivables were current as of December 31, 2021 and 2020. For the Company’s receivables from its importers, the Company performs ongoing credit evaluations of its importers and maintains an allowance for potential credit losses. The Company considers customer credit-worthiness, past and current transaction history with the customer, contractual terms, current economic industry trends, and changes in customer payment terms when determining whether collectability is reasonably assured and whether to record allowances for its receivables. If the financial condition of the Company’s customers deteriorates and adversely affects their ability to make payments, additional allowances will be recorded. The Company believes that it provides adequate allowances for receivables from its Members and importers which are not material to its consolidated financial statements. The Company recorded bad-debt expense related to allowances for the Company’s receivables of $ 0.1 million, $ 1.7 million, and $ 3.0 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company’s allowance for doubtful accounts was $ 2.5 million and $ 3.3 million, respectively. As of December 31, 2021 and 2020, the majority of the Company’s total outstanding accounts receivable were current. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of FASB authoritative guidance as it applies to its financial and non-financial assets and liabilities. The FASB authoritative guidance clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements. The Company has estimated the fair value of its financial instruments using the following methods and assumptions: • The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturities of these instruments; • The fair value of option and forward contracts are based on dealer quotes; • The outstanding borrowings on the Company’s term loan A under its senior secured credit facility are recorded at carrying value, and their fair value is determined by utilizing over-the-counter market quotes for similar instruments; • The outstanding borrowings on the Company’s term loan B under its senior secured credit facility are recorded at carrying value, and their fair value is determined by utilizing over-the-counter market quotes; • The outstanding borrowings on the Company’s revolving credit facility under its senior secured credit facility are recorded at carrying value, and their fair value approximates their carrying value due to its variable interest rate which reprices frequently and represents floating market rates; • The Company’s convertible senior notes due 2024 are recorded at carrying value and their fair value is determined using two valuation methods as described further in Note 5, Long-Term Debt ; and • The Company’s senior notes due 2025 and senior notes due 2029 are recorded at carrying value, and their fair values are determined by utilizing over-the-counter market quotes and yield curves. |
Inventories | Inventories Inventories are stated at lower of cost (primarily on the first-in, first-out basis) and net realizable value. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent fees and expenses related to the borrowing of the Company’s long-term debt and are generally amortized over the term of the related debt using the effective interest method. Debt issuance costs, except for those related to the Company’s revolving credit facility, are recorded as a reduction to debt (contra-liability) within the Company’s consolidated balance sheets. Total amortization expense related to debt issuance costs were $ 6.0 million, $ 4.6 million, and $ 5.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company’s remaining unamortized debt issuance costs were $ 23.9 million and $ 25.4 million, respectively. |
Long-Lived Assets | Long-Lived Assets As of December 31, 2021 and 2020, the Company’s net property, plant, and equipment consisted of the following: December 31, 2021 2020 (in millions) Property, plant, and equipment, at cost: Land and buildings $ 51.2 $ 51.1 Furniture and fixtures 27.9 26.1 Equipment 1,127.1 1,023.7 Building and leasehold improvements 254.5 222.8 Total property, plant, and equipment, at cost 1,460.7 1,323.7 Less: accumulated depreciation and amortization ( 1,018.6 ) ( 933.5 ) Property, plant, and equipment, at cost, net of accumulated depreciation and amortization $ 442.1 $ 390.2 Depreciation of furniture, fixtures, and equipment (including computer hardware and software) is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to ten years . The Company capitalizes eligible costs to acquire or develop internal-use software that are incurred subsequent to the preliminary project stage. Computer hardware and software, the majority of which is comprised of capitalized internal-use software costs, were $ 199.3 million and $ 188.7 million as of December 31, 2021 and 2020, respectively, net of accumulated depreciation. Leasehold improvements are amortized on a straight-line basis over the life of the related asset or the term of the lease, whichever is shorter. Buildings are depreciated over 40 years . Building improvements are generally depreciated over ten to fifteen years . Land is not depreciated. Depreciation and amortization expenses recorded to selling, general, and administrative expenses totaled $ 89.2 million, $ 80.9 million, and $ 78.8 million, for the years ended December 31, 2021, 2020, and 2019, respectively. Long-lived assets are reviewed for impairment based on undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss is based on the estimated fair value of the asset. |
Goodwill and Intangible Assets | Goodwill and marketing-related intangible assets with indefinite lives are evaluated on an annual basis for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. For goodwill, the Company performed a quantitative assessment during the fourth quarter of 2021, in which it used a discounted cash flow approach to estimate the fair value of a reporting unit, and determined that the fair value of each reporting unit was greater than its respective carrying value. If the fair value of the reporting unit was less than the carrying value, then a goodwill impairment amount would be recorded for the difference. For the marketing-related intangible assets, the Company performed a quantitative assessment during the fourth quarter of 2021, in which it used a discounted cash flow model under the relief-from-royalty method in order to determine the fair value, and determined that the fair value of the assets was greater than their carrying value. If the fair value of the assets was less than the carrying value, then an impairment amount would be recorded for the difference. During the years ended December 31, 2021, 2020, and 2019, there were no additions to or impairments of marketing-related intangible assets. As of both December 31, 2021 and 2020, the marketing-related intangible asset balance was $ 310.0 million and consisted of the Company’s trademark, trade name, and marketing franchise. During the years ended December 31, 2021 and 2019, there were no additions to or impairments of goodwill. During the year ended December 31, 2020, goodwill increased by $ 9.0 million, of which $ 7.0 million was due to an immaterial acquisition and $ 2.0 million was due to foreign currency translation adjustments. During the year ended December 31, 2020, there was no impairment of goodwill. As of December 31, 2021 and 2020, the goodwill balance was $ 95.4 million and $ 100.5 million, respectively. The decrease in goodwill during the year ended December 31, 2021 was due to foreign currency translation adjustments. The cash paid for the immaterial acquisition during 2020 is reflected as other cash flows from investing activities within the Company’s consolidated statements of cash flows. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s consolidated statements of cash flows: December 31, 2021 2020 (in millions) Cash and cash equivalents $ 601.5 $ 1,045.4 Restricted cash included in Prepaid expenses and other current assets 2.6 2.5 Restricted cash included in Other assets 6.3 6.1 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 610.4 $ 1,054.0 The majority of the Company’s consolidated restricted cash is held by certain of its foreign entities and consists of cash deposits that are required due to the business operating requirements in those jurisdictions. |
Income Taxes | Income Taxes Income tax expense includes income taxes payable for the current year and the change in deferred income tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or income tax returns. A valuation allowance is recognized to reduce the carrying value of deferred income tax assets if it is believed to be more likely than not that a component of the deferred income tax assets will not be realized. The Company accounts for uncertainty in income taxes in accordance with FASB authoritative guidance which clarifies the accounting and reporting for uncertainties in income taxes recognized in an enterprise’s financial statements. This guidance prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company has made an accounting policy election to account for global intangible low-taxed income as a period cost if and when incurred. |
Royalty Overrides | Royalty Overrides Certain Members may earn commissions called royalty overrides, which include production bonuses, based on retail sales volume. Royalty overrides are based on the retail sales volume of certain other Members who are sponsored directly or indirectly by the Member. Royalty overrides are recorded when the products are delivered and revenue is recognized. The royalty overrides are compensation to Members for services rendered including the development, retention and the improved productivity of their sales organizations. As such royalty overrides are classified as an operating expense. Non-U.S. royalty override checks that have aged, for a variety of reasons, beyond a certainty of being paid, are taken back into income. Management has estimated this period of certainty to be three years worldwide. |
Distributor Compensation - U.S. | Distributor Compensation – U.S. In the U.S., distributor compensation, including Royalty overrides, is capped if the Company does not meet an annual requirement as described in the consent order discussed in more detail in Note 7, Contingencies . On a periodic basis, the Company evaluates if this requirement will be achieved by year-end to determine if a cap on distributor compensation will be required, and then determines the appropriate amount of distributor compensation expense, which may vary in each reporting period. The Company determined that the cap to distributor compensation will not be applicable for the year ended December 31, 2021 as the annual requirement was met. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and unrealized gains or losses on derivatives. See Note 8, Shareholders’ Deficit , for the description and detail of the components of accumulated other comprehensive loss. |
Operating Leases | Operating Leases The Company leases most of its physical properties under operating leases. The Company recognizes rent expense on a straight-line basis for its operating leases. Certain lease agreements generally include rent holidays and tenant improvement allowances. Prior to January 1, 2019, the Company recognized rent holiday periods on a straight-line basis over the lease term beginning when the Company had the right to the leased space; the Company also recorded tenant improvement allowances and rent holidays as deferred rent liabilities and amortized the deferred rent over the terms of the lease to rent expense. Prior to January 1, 2019, the Company did not recognize its operating leases on its balance sheet. Beginning January 1, 2019, the Company recognizes a right of use asset and lease liability within its consolidated balance sheets for operating leases with terms greater than twelve months. The initial measurement of the lease liability is measured at the present value of lease payments not yet paid discounted generally using the Company’s incremental borrowing rate at the commencement date. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets, and the Company does not separate nonlease components from lease components. |
Research and Development | Research and Development The Company’s research and development is performed by in-house staff and outside consultants. For all periods presented, research and development costs were expensed as incurred and were not material. |
Other Operating Income | Other Operating Income To encourage local investment and operations, governments in various China provinces conduct grant programs. The Company applied for and received several such grants in China. Government grants are recorded into income when a legal right to the grant exists, there is a reasonable assurance that the grant proceeds will be received, and the substantive conditions under which the grants were provided have been met. Generally, these substantive conditions are the Company maintaining operations and paying certain taxes in the relevant province and obtaining government approval by completing an annual application process. The Company believes the continuing obligation with respect to the funds is a general requirement that they are used only for its business in China. The Company recognized government grant income related to its regional headquarters and distribution centers within China of approximately $ 16.4 million, $ 14.5 million, and $ 31.5 million during the years ended December 31, 2021, 2020, and 2019, respectively, in other operating income within its consolidated statements of income. The Company intends to continue applying for government grants in China when programs are available; however, there is no assurance that the Company will receive grants in future periods. During the year ended December 31, 2019, the Company also recognized $ 6.0 million in other operating income within its consolidated statement of income related to the finalization of insurance recoveries in connection with the flooding at one of its warehouses in Mexico during September 2017, which damaged certain of the Company’s inventory stored within the warehouse. See Note 7, Contingencies , to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion. |
Other (Income) Expense, Net | Other Expense (Income), Net During the year ended December 31, 2021, the Company recognized a $ 24.6 million loss on the extinguishment of the 2026 Notes (See Note 5, Long-Term Debt ) in other expense (income), net within its consolidated statements of income. During the year ended December 31, 2020, the Company did no t recognize any other expense (income), net. During the year ended December 31, 2019, the Company recognized a gain of $ 15.7 million on the revaluation of the non-transferable contractual contingent value right, or CVR, provided for each share tendered in the October 2017 modified Dutch auction tender offer (See Note 8, Shareholders’ Deficit ) in other expense (income), net within its consolidated statements of income. |
Professional Fees | Professional Fees The Company expenses professional fees, including legal fees, as incurred. These professional fees are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. |
Advertising | Advertising Advertising costs, including Company sponsorships, are expensed as incurred and amounted to approximately $ 47.3 million, $ 39.0 million, and $ 41.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. These expenses are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. |
Earnings Per Share | Earnings Per Share Basic earnings per share represents net income divided by the weighted-average number of common shares outstanding for the period. Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive securities, such as outstanding stock appreciation rights, or SARs, stock units, and convertible notes. The following are the common share amounts used to compute the basic and diluted earnings per share for each period: Year Ended December 31, 2021 2020 2019 (in millions) Weighted-average shares used in basic computations 105.9 131.5 137.4 Dilutive effect of exercise of equity grants outstanding 2.4 3.0 3.5 Dilutive effect of 2019 Convertible Notes — — 0.7 Weighted-average shares used in diluted computations 108.3 134.5 141.6 There were an aggregate of 1.0 million, 0.8 million, and 0.8 million of equity grants, consisting of SARs and stock units that were outstanding during the years ended December 31, 2021, 2020, and 2019, respectively, but were not included in the computation of diluted earnings per share because their effect would be anti-dilutive or the performance condition of the award had not been satisfied. Since the Company was required to settle the principal amount of its 2019 Convertible Notes in cash and settle the conversion feature for the amount above the conversion price in common shares, or the conversion spread, the Company used the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted earnings per share, if applicable. The conversion spread would have had a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeded the conversion price of the 2019 Convertible Notes. The dilutive impact for the year ended December 31, 2019 is disclosed in the table above. The initial conversion rate and conversion price for the 2019 Convertible Notes are described further in Note 5, Long-Term Debt . For the 2024 Convertible Notes, the Company is required to settle the principal amount in cash and has the option to settle the conversion feature for the amount above the conversion price, or the conversion spread, in common shares or cash. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted earnings per share, if applicable. The conversion spread will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeds the conversion price of the 2024 Convertible Notes. For the years ended December 31, 2021, 2020, and 2019, the 2024 Convertible Notes have been excluded from the computation of diluted earnings per share, as the effect would be anti-dilutive since the conversion price of the 2024 Convertible Notes exceeded the average market price of the Company’s common shares for the years ended December 31, 2021, 2020, and 2019. The initial conversion rate and conversion price for the 2024 Convertible Notes are described further in Note 5, Long-Term Debt . The capped call transactions executed in connection with the issuance of the 2019 Convertible Notes, or the Capped Call Transactions, were excluded from the calculation of diluted earnings per share because their impact is always anti-dilutive. Additionally, the prepaid forward share repurchase transactions executed in connection with the issuance of the 2019 Convertible Notes, or the Forward Transactions, were treated as retired shares for basic and diluted EPS purposes, in each case for the periods the transactions were in effect. On August 15, 2019, the remaining Capped Call Transactions expired unexercised and all shares were retired under the Forward Transactions. See Note 8, Shareholders’ Deficit , for additional discussion regarding the Capped Call Transactions and Forward Transactions. See Note 8, Shareholders’ Deficit , for a discussion of how common shares repurchased by the Company’s indirect wholly-owned subsidiary are treated under U.S. GAAP. |
Revenue Recognition | Revenue Recognition The Company’s net sales consist of product sales. In general, the Company’s performance obligation is to transfer its products to its Members. The Company generally recognizes revenue when product is delivered to its Members. For the majority of China independent service providers and for third-party importers utilized in certain other countries where sales historically have not been material, the Company recognizes revenue based on the Company’s estimate of when the service provider or third-party importer sells the products because the Company is deemed to be the principal party of these product sales due to the additional selling and operating requirements relating to pricing of products, conducting business with physical locations, and other selling and marketing activities required of the service providers and third-party importers. Beginning January 1, 2022, the Company will begin recognizing revenue for certain China independent service providers upon delivery as such Members will have pricing discretion and increased fulfillment responsibilities and accordingly have been determined to be the Company’s customers for accounting purposes. The Company’s Members, excluding its China independent service providers, may receive distributor allowances, which are comprised of discounts, rebates, and wholesale commission payments from the Company. Distributor allowances resulting from the Company’s sales of its products to its Members are recorded against net sales because the distributor allowances represent discounts from the suggested retail price. The Company compensates its sales leader Members with royalty overrides for services rendered relating to the development, retention, and management of their sales organizations. Royalty overrides are payable based on achieved sales volume. Royalty overrides are classified as an operating expense reflecting the services provided to the Company. The Company compensates its China independent service providers and third-party importers utilized in certain other countries for providing marketing, selling, and customer support services. As the Company is the principal party for the majority of product sales as described above, the service fees payable to China independent service providers and the compensation received by third-party importers for the services they provide, which represents the discount provided to them, are recorded in selling, general, and administrative expenses within the Company’s consolidated statements of income. For those certain China independent service providers who are deemed to be the Company’s customers for accounting purposes, a portion of the service fees payable to these Members will be classified as a reduction of net sales as opposed to the entire service fee being recognized within selling, general, and administrative expenses. The Company recognizes revenue when it delivers products to its United States Members; distributor allowances, inclusive of discounts and wholesale commissions, are recorded as a reduction to net sales; and royalty overrides are classified as an operating expense. Shipping and handling services relating to product sales are recognized as fulfillment activities on the Company’s performance obligation to transfer products and are therefore recorded within net sales as part of product sales and are not considered as separate revenues. Shipping and handling costs paid by the Company are included in cost of sales. The Company presents sales taxes collected from customers on a net basis. The Company generally receives the net sales price in cash or through credit card payments at the point of sale. The Company records advance sales deposits when payment is received but revenue has not yet been recognized. In the majority of the Company’s markets, advance sales deposits are generally recorded to income when the product is delivered to its Members. Additionally, advance sales deposits also include deferred revenues due to the timing of revenue recognition for products sold through China independent service providers. The estimated deferral period for advance sales deposits is generally within one week. During the year ended December 31, 2021, the Company recognized substantially all of the revenues that were included within advance sales deposits as of December 31, 2020 and any remaining such balance was not material as of December 31, 2021. Advance sales deposits are included in other current liabilities on the Company’s consolidated balance sheets. See Note 15, Detail of Certain Balance Sheet Accounts , for further information. In general, if a Member returns product to the Company on a timely basis, they may obtain replacement product from the Company for such returned products. In addition, in general the Company maintains a buyback program pursuant to which it will repurchase products sold to a Member who has decided to leave the business. Allowances for product returns, primarily in connection with the Company’s buyback program, are provided at the time the sale is recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. Allowances for product returns were $ 3.4 million and $ 3.7 million as of December 31, 2021 and 2020, respectively. The Company’s products are grouped in five principal categories: weight management; targeted nutrition; energy, sports, and fitness; outer nutrition; and literature and promotional items. However, the effect of economic factors on the nature, amount, timing, and uncertainty of revenue recognition and cash flows are similar among all five product categories. The Company defines its operating segments through six geographic regions. The effect of economic factors on the nature, amount, timing, and uncertainty of revenue recognition and cash flows are similar among the geographic regions within the Company’s Primary Reporting Segment. See Note 10, Segment Information , for further information on the Company’s reportable segments and the Company’s presentation of disaggregated revenue by reportable segment. |
Non-Cash Investing and Financing Activities | Non-Cash Investing and Financing Activities During the years ended December 31, 2021, 2020, and 2019, the Company recorded $ 24.6 million, $ 18.0 million, and $ 14.1 million, respectively, of non-cash capital expenditures. During the years ended December 31, 2021 and 2020, the Company did no t record any non-cash borrowings. During the year ended December 31, 2019, the Company recorded $ 5.9 million of non-cash borrowings that were used to finance software maintenance. Additionally, see Note 8, Shareholders’ Deficit , for information on the Company’s non-cash financing activities related to the CVR, as well as share repurchases for which payment was made subsequent to year end. |
Share-Based Payments | Share-Based Payments The Company accounts for share-based compensation in accordance with FASB authoritative guidance which requires the measurement of share-based compensation expense for all share-based payment awards made to employees. The Company measures share-based compensation cost at the grant date, based on the fair value of the award. The Company recognizes share-based compensation expense for service condition awards on a straight-line basis over the employee’s requisite service period. The Company recognizes share-based compensation expense for performance condition awards over the vesting term using the graded vesting method. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity, and foreign currency have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
COVID-19 Pandemic | COVID-19 Pandemic During March 2020, the World Health Organization characterized the outbreak of coronavirus disease 2019, or COVID-19, as a pandemic. In response to the spread of COVID-19, certain government agencies and the Company itself have mandated various measures and recommended others, in each to protect the public and the Company’s employees, which have disrupted certain areas of the Company’s business including, but not limited to, distribution and selling activities. Despite the pandemic having a negative impact in certain of the Company’s markets, the Company’s consolidated net sales was higher for the year ended December 31, 2021 as compared to the same period in 2020. The ultimate extent and magnitude of the impact of COVID-19 is not known and could have a material adverse impact to the Company’s business and future financial condition and results of operations. Management has been and continues to actively monitor the impact of COVID-19 generally and on the Company. The Company’s consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. The Company believes it has used reasonable estimates and assumptions to assess the fair values of its goodwill, marketing-related intangible assets, and long-lived assets; assessment of the annual effective tax rate; valuation of deferred income taxes; and the allowance for doubtful accounts. After reviewing historical and forward-looking information, the Company determined there were no impairments required relating to its goodwill, marketing-related intangible assets, and long-lived assets during the year ended December 31, 2021. |
Segment Reporting | The Company is a nutrition company that sells a wide range of weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition products. The Company’s products are manufactured by the Company in its Changsha, Hunan, China extraction facility; Suzhou, China facility; Nanjing, China facility; Lake Forest, California facility; and Winston-Salem, North Carolina facility, as well as by third-party providers, and then are sold to Members who consume and sell Herbalife Nutrition products to retail consumers or other Members. Revenues reflect sales of products by the Company to its Members and are categorized based on geographic location. As of December 31, 2021, the Company sold products in 95 markets throughout the world and was organized and managed by six geographic regions: North America, Mexico, South and Central America, EMEA, Asia Pacific, and China. The Company defines its operating segments as those geographical operations. The Company aggregates its operating segments, excluding China, into a reporting segment, or the Primary Reporting Segment, as management believes that the Company’s operating segments have similar operating characteristics and similar long-term operating performance. In making this determination, management believes that the operating segments are similar in the nature of the products sold, the product acquisition process, the types of customers to whom products are sold, the methods used to distribute the products, the nature of the regulatory environment, and their economic characteristics. China has been identified as a separate reporting segment as it does not meet the criteria for aggregation. The Company reviews its net sales and contribution margin by operating segment, and reviews its assets and capital expenditures on a consolidated basis and not by operating segment. Therefore, net sales and contribution margin are presented by reportable segment and assets and capital expenditures by segment are not presented. |
Derivatives and Hedging Policies | Foreign Currency Instruments The Company designates certain foreign currency derivatives, primarily comprised of foreign currency forward contracts and option contracts, as freestanding derivatives for which hedge accounting does not apply. The changes in the fair market value of these freestanding derivatives are included in selling, general, and administrative expenses within the Company’s consolidated statements of income. The Company primarily uses freestanding foreign currency derivatives to hedge foreign currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The fair value of the freestanding foreign currency derivatives is based on third-party quotes. The Company’s foreign currency derivative contracts are generally executed on a monthly basis. The Company designates as cash flow hedges those foreign currency forward contracts it enters into to hedge forecasted inventory purchases and intercompany management fees that are subject to foreign currency exposures. Forward contracts are used to hedge forecasted inventory purchases over specific months. Changes in the fair value of these forward contracts designated as cash flow hedges, excluding forward points, are recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and are recognized in cost of sales within the Company’s consolidated statement of income during the period which approximates the time the hedged inventory is sold. The Company also hedges forecasted intercompany management fees over specific months. These contracts allow the Company to sell Euros in exchange for U.S. dollars at specified contract rates. Changes in the fair value of these forward contracts designated as cash flow hedges, excluding forward points, are recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and are recognized in selling, general, and administrative expenses within the Company’s consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. The Company has elected to record changes in the fair value of amounts excluded from the assessment of effectiveness currently in earnings. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Net Property, Plant and Equipment | As of December 31, 2021 and 2020, the Company’s net property, plant, and equipment consisted of the following: December 31, 2021 2020 (in millions) Property, plant, and equipment, at cost: Land and buildings $ 51.2 $ 51.1 Furniture and fixtures 27.9 26.1 Equipment 1,127.1 1,023.7 Building and leasehold improvements 254.5 222.8 Total property, plant, and equipment, at cost 1,460.7 1,323.7 Less: accumulated depreciation and amortization ( 1,018.6 ) ( 933.5 ) Property, plant, and equipment, at cost, net of accumulated depreciation and amortization $ 442.1 $ 390.2 |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash for Balance Sheets and Cash Flows | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s consolidated statements of cash flows: December 31, 2021 2020 (in millions) Cash and cash equivalents $ 601.5 $ 1,045.4 Restricted cash included in Prepaid expenses and other current assets 2.6 2.5 Restricted cash included in Other assets 6.3 6.1 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 610.4 $ 1,054.0 |
Computation of Basic and Diluted Earnings Per Share | The following are the common share amounts used to compute the basic and diluted earnings per share for each period: Year Ended December 31, 2021 2020 2019 (in millions) Weighted-average shares used in basic computations 105.9 131.5 137.4 Dilutive effect of exercise of equity grants outstanding 2.4 3.0 3.5 Dilutive effect of 2019 Convertible Notes — — 0.7 Weighted-average shares used in diluted computations 108.3 134.5 141.6 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Classes of Inventory | The following are the major classes of inventory: December 31, 2021 2020 (in millions) Raw materials $ 81.8 $ 80.1 Work in process 8.6 7.9 Finished goods 485.3 413.4 Total $ 575.7 $ 501.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Assets and Liabilities Recognized Within Consolidated Balance Sheets | Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets, and the Company does not separate nonlease components from lease components. The Company’s lease assets and liabilities recognized within its consolidated balance sheets were as follows: December 31, 2021 2020 Balance Sheet Location (in millions) ASSETS: Operating lease right-of-use assets $ 220.0 $ 222.8 Operating lease right-of-use assets Finance lease right-of-use assets 1.1 0.5 Property, plant, and equipment, at cost, net of accumulated depreciation and amortization(1) Total lease assets $ 221.1 $ 223.3 LIABILITIES: Current: Operating lease liabilities $ 42.8 $ 35.5 Other current liabilities Finance lease liabilities 0.4 0.2 Current portion of long-term debt Non-current: Operating lease liabilities 201.2 206.7 Non-current operating lease liabilities Finance lease liabilities 0.7 0.3 Long-term debt, net of current portion Total lease liabilities $ 245.1 $ 242.7 (1) Finance lease assets are recorded net of accumulated amortization of $ 1.9 million and $ 1.7 million as of December 31, 2021 and 2020, respectively. |
Summary of Lease Cost Recognized Over the Lease Term | Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease cost(1)(2) $ 67.1 $ 63.8 $ 65.7 Finance lease cost Amortization of right-of-use assets 0.3 0.4 0.4 Interest on lease liabilities — — — Net lease cost $ 67.4 $ 64.2 $ 66.1 (1) Includes short-term leases and variable lease costs, which were $ 9.5 million and $ 1.9 million, respectively, for the year ended December 31, 2021, $ 11.0 million and $ 1.2 million, respectively, for the year ended December 31, 2020, and $ 11.2 million and $ 2.2 million, respectively, for the year ended December 31, 2019. Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred. (2) Amount includes $ 62.7 million, $ 60.2 million, and $ 62.3 million recorded to selling, general, and administrative expenses within the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019, respectively, and $ 4.4 million, $ 3.6 million, and $ 3.4 million capitalized as part of the cost of another asset, which includes inventories, for the years ended December 31, 2021, 2020, and 2019, respectively. |
Summary of Annual Scheduled Lease Payments | As of December 31, 2021, annual scheduled lease payments were as follows: Operating Leases(1) Finance Leases (in millions) 2022 $ 53.1 $ 0.4 2023 40.9 0.4 2024 37.2 0.3 2025 29.2 — 2026 23.2 — Thereafter 117.2 — Total lease payments 300.8 1.1 Less: imputed interest 56.8 — Present value of lease liabilities $ 244.0 $ 1.1 (1) Operating lease payments exclude $ 0.2 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Summary of Weighted-average Remaining Lease Term and Weighted-average Discount Rate | The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows: December 31, 2021 2020 2019 Weighted-average remaining lease term: Operating leases 7.8 years 8.3 years 8.3 years Finance leases 3.0 years 3.1 years 3.2 years Weighted-average discount rate: Operating leases 4.8 % 5.5 % 5.6 % Finance leases 3.6 % 5.1 % 5.4 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 50.2 $ 50.3 $ 45.9 Operating cash flows for finance leases — — — Financing cash flows for finance leases 0.3 0.5 0.4 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 46.0 74.2 55.2 Finance leases 1.0 0.1 0.6 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Long-Term Debt | Long-term debt consists of the following: December 31, 2021 2020 (in millions) Borrowings under senior secured credit facility, carrying value $ 1,088.6 $ 976.5 2.625 % convertible senior notes due 2024 , carrying value of liability component 486.0 460.6 7.875 % senior notes due 2025 , carrying value 594.2 592.9 7.250 % senior notes due 2026 , carrying value — 395.9 4.875 % senior notes due 2029 , carrying value 592.8 — Other 1.0 2.5 Total 2,762.6 2,428.4 Less: current portion 29.4 22.9 Long-term portion $ 2,733.2 $ 2,405.5 |
Annual Scheduled Principal Payments of Debt | As of December 31, 2021, annual scheduled principal payments of debt were as follows: Principal Payments (in millions) 2022 $ 29.4 2023 29.4 2024 586.4 2025 1,600.6 2026 — Thereafter 600.0 Total $ 2,845.8 |
7.875% Senior Notes Due 2025 [Member] | |
Schedule of Redemption Prices Express as a Percentage of Principal Amount | Furthermore, at any time on or after September 1, 2022, the Company may redeem all or part of the 2025 Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below: Percentage 2022 103.938 % 2023 101.969 % 2024 and thereafter 100.000 % |
4.875% Senior Notes Due 2029 [Member] | |
Schedule of Redemption Prices Express as a Percentage of Principal Amount | Furthermore, at any time on or after June 1, 2024, the Company may redeem all or part of the 2029 Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Percentage 2024 102.438 % 2025 101.219 % 2026 and thereafter 100.000 % |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component during the years ended December 31, 2021, 2020, and 2019: Changes in Accumulated Other Comprehensive Loss by Component Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Total (in millions) Balance as of December 31, 2018 $ ( 211.6 ) $ 1.8 $ ( 209.8 ) Other comprehensive loss before reclassifications, net of tax — ( 1.9 ) ( 1.9 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — ( 0.8 ) ( 0.8 ) Total other comprehensive loss, net of reclassifications — ( 2.7 ) ( 2.7 ) Balance as of December 31, 2019 ( 211.6 ) ( 0.9 ) ( 212.5 ) Other comprehensive income before reclassifications, net of tax 33.2 1.7 34.9 Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — ( 4.6 ) ( 4.6 ) Total other comprehensive income (loss), net of reclassifications 33.2 ( 2.9 ) 30.3 Balance as of December 31, 2020 ( 178.4 ) ( 3.8 ) ( 182.2 ) Other comprehensive (loss) income before reclassifications, net of tax ( 33.2 ) 0.2 ( 33.0 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 3.4 3.4 Total other comprehensive (loss) income, net of reclassifications ( 33.2 ) 3.6 ( 29.6 ) Balance as of December 31, 2021 $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) (1) See Note 2, Basis of Presentation , and Note 11, Derivative Instruments and Hedging Activities , for information regarding the location within the consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the years ended December 31, 2021, 2020, and 2019. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activities Under Share-Based Compensation Plans | The following table summarizes the activities for all SARs under the Company’s share-based compensation plans for the year ended December 31, 2021: Number of Awards Weighted-Average Exercise Price Per Award Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value(1) (in thousands) (in millions) Outstanding as of December 31, 2020(2)(3) 3,737 $ 27.23 4.6 years $ 77.8 Granted — $ — Exercised(4) ( 1,092 ) $ 27.60 Forfeited ( 23 ) $ 25.03 Outstanding as of December 31, 2021(3) 2,622 $ 27.10 3.8 years $ 36.3 Exercisable as of December 31, 2021(5) 2,622 $ 27.10 3.8 years $ 36.3 Vested and expected to vest as of December 31, 2021 2,622 $ 27.10 3.8 years $ 36.3 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes less than 0.1 million market condition SARS as of December 31, 2020. (3) Includes 0.8 million and 1.1 million performance condition SARs as of December 31, 2021 and 2020, respectively. (4) Includes less than 0.1 million market condition and 0.3 million performance condition SARs. (5) Includes 0.8 million performance condition SARs. The following table summarizes the activities for all stock units under the Company’s share-based compensation plans for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2020(1) 3,068 $ 44.01 Granted(2) 1,537 $ 48.32 Vested(3) ( 941 ) $ 45.19 Forfeited(4) ( 264 ) $ 48.80 Outstanding and nonvested as of December 31, 2021(1) 3,400 $ 45.26 Expected to vest as of December 31, 2021(5) 2,955 $ 45.07 (1) Includes 913,388 and 712,596 performance based stock unit awards as of December 31, 2021 and 2020, respectively, which represents the maximum amount that can vest. (2) Includes 447,346 performance-based stock unit awards. (3) Includes 117,105 performance-based stock unit awards. (4) Includes 129,449 performance-based stock unit awards. (5) Includes 539,452 performance-based stock unit awards. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment, Sales by Product Line, and Sales by Geographic Area | Operating information for the two reportable segments, sales by product line, and sales by geographic area are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Net sales: Primary Reporting Segment $ 5,173.3 $ 4,732.2 $ 4,125.1 China 629.5 809.6 752.0 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 Contribution margin(1): Primary Reporting Segment $ 2,175.6 $ 1,983.6 $ 1,793.6 China(2) 554.2 717.5 677.3 Total contribution margin $ 2,729.8 $ 2,701.1 $ 2,470.9 Selling, general, and administrative expenses(2) 2,012.1 2,075.0 1,940.3 Other operating income ( 16.4 ) ( 14.5 ) ( 37.5 ) Interest expense 153.1 133.0 153.0 Interest income 4.4 8.8 20.6 Other expense (income), net 24.6 — ( 15.7 ) Income before income taxes 560.8 516.4 451.4 Income taxes 113.6 143.8 140.4 Net income $ 447.2 $ 372.6 $ 311.0 Net sales by product line: Weight Management $ 3,370.4 $ 3,312.8 $ 3,012.5 Targeted Nutrition 1,636.6 1,527.4 1,278.5 Energy, Sports, and Fitness 551.8 437.4 352.0 Outer Nutrition 107.8 111.3 97.3 Literature, Promotional, and Other(3) 136.2 152.9 136.8 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 Net sales by geographic area: United States $ 1,386.7 $ 1,334.5 $ 1,002.6 China 629.5 809.6 752.0 India 519.1 349.1 321.3 Mexico 463.7 436.9 473.6 Others 2,803.8 2,611.7 2,327.6 Total net sales $ 5,802.8 $ 5,541.8 $ 4,877.1 (1) Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include service fees to China independent service providers. (2) Service fees to China independent service providers totaling $ 350.1 million, $ 454.0 million, and $ 418.9 million for the years ended December 31, 2021, 2020, and 2019, respectively, are included in selling, general, and administrative expenses. (3) Product buybacks and returns in all product categories are included in the Literature, Promotional, and Other category. |
Schedule of Property, Plant and Equipment and Deferred Tax Assets by Geographic Area | The following table sets forth property, plant, and equipment and deferred tax assets by geographic area: December 31, 2021 2020 2019 (in millions) Property, plant, and equipment, net: United States $ 348.3 $ 303.2 $ 292.4 Foreign 93.8 87.0 79.1 Total property, plant, and equipment, net $ 442.1 $ 390.2 $ 371.5 Deferred tax assets: United States $ 142.6 $ 123.8 $ 114.5 Foreign 78.0 76.6 68.3 Total deferred tax assets $ 220.6 $ 200.4 $ 182.8 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Foreign Currency Forward Contracts Outstanding | The tables below provide information about the details of all foreign currency forward contracts that were outstanding as of December 31, 2021 and 2020: Weighted-Average Contract Rate Notional Amount Fair Value Gain (Loss) (in millions, except weighted-average contract rate) As of December 31, 2021 Buy Brazilian real sell U.S. dollar 5.77 $ 6.8 $ 0.1 Buy British pound sell Euro 0.85 3.3 — Buy Chinese yuan sell Euro 7.73 50.5 1.9 Buy Chinese yuan sell U.S. dollar 6.63 103.2 3.7 Buy Colombian peso sell U.S. dollar 4,009.53 1.1 — Buy Danish krone sell U.S. dollar 6.59 0.9 — Buy Euro sell British pound 0.85 8.9 ( 0.1 ) Buy Euro sell Canadian dollar 1.45 1.0 — Buy Euro sell Chilean peso 987.89 1.1 — Buy Euro sell Chinese yuan 7.26 1.8 — Buy Euro sell Hong Kong dollar 8.81 4.0 — Buy Euro sell Indian rupee 85.76 3.2 — Buy Euro sell Indonesian rupiah 16,154.00 11.2 0.1 Buy Euro sell Japanese yen 128.73 1.3 — Buy Euro sell Kazakhstani tenge 501.00 1.5 — Buy Euro sell Malaysian ringgit 4.77 21.3 ( 0.2 ) Buy Euro sell Mexican peso 24.84 47.4 ( 1.7 ) Buy Euro sell Peruvian nuevo sol 4.56 2.5 — Buy Euro sell Philippine peso 56.41 2.3 0.1 Buy Euro sell Russian ruble 84.24 10.5 0.2 Buy Euro sell South African rand 18.03 1.6 — Buy Euro sell Taiwan dollar 31.28 1.8 — Buy Euro sell Thai baht 38.04 2.4 — Buy Euro sell Turkish lira 15.54 1.5 — Buy Euro sell U.S. dollar 1.14 19.3 — Buy Euro sell Ukrainian hryvnia 31.46 1.5 — Buy Euro sell Vietnamese dong 25,979.00 33.1 — Buy Indian rupee sell Euro 84.85 3.2 — Buy Indonesian rupiah sell U.S. dollar 14,379.57 6.9 — Buy Kazakhstani tenge sell Euro 493.00 1.1 — Buy Norwegian krone sell U.S. dollar 8.96 2.1 — Buy Polish zloty sell U.S. dollar 4.13 0.9 — Buy South African rand sell U.S. dollar 16.04 2.6 — Buy Swedish krona sell U.S. dollar 9.15 2.0 — Buy Taiwan dollar sell U.S. dollar 27.61 8.0 — Buy Thai baht sell Euro 38.02 0.9 — Buy U.S. dollar sell Brazilian real 5.79 18.8 ( 0.4 ) Buy U.S. dollar sell Chinese yuan 6.51 45.2 ( 0.9 ) Buy U.S. dollar sell Colombian peso 4,015.75 2.1 — Buy U.S. dollar sell Euro 1.13 169.2 ( 0.8 ) Buy U.S. dollar sell Indian rupee 75.36 3.0 — Buy U.S. dollar sell Korean won 1,179.42 4.0 — Buy U.S. dollar sell Mexican peso 22.43 10.6 ( 0.2 ) Buy U.S. dollar sell Philippine peso 50.27 6.0 0.2 Buy U.S. dollar sell South African rand 15.95 3.0 — Buy U.S. dollar sell Thai baht 33.71 5.9 ( 0.1 ) Buy Ukrainian hryvnia sell Euro 31.62 1.2 — Buy Vietnamese dong sell Euro 25,865.00 3.3 — Total forward contracts $ 645.0 $ 1.9 Weighted-Average Contract Rate Notional Amount Fair Value Gain (Loss) (in millions, except weighted-average contract rate) As of December 31, 2020 Buy British pound sell Euro 0.92 $ 3.4 $ 0.1 Buy British pound sell U.S. dollar 1.34 1.5 — Buy Chinese yuan sell Euro 8.14 52.1 ( 0.1 ) Buy Chinese yuan sell U.S. dollar 7.13 99.3 8.5 Buy Colombian peso sell U.S. dollar 3,422.09 1.1 — Buy Danish krone sell U.S. dollar 6.10 1.0 — Buy Euro sell Australian dollar 1.61 1.4 — Buy Euro sell British pound 0.91 2.6 — Buy Euro sell Canadian dollar 1.56 1.1 — Buy Euro sell Chilean peso 896.37 2.6 ( 0.1 ) Buy Euro sell Hong Kong dollar 9.49 4.4 — Buy Euro sell Indian rupee 90.29 4.9 ( 0.1 ) Buy Euro sell Indonesian rupiah 17,189.96 4.1 — Buy Euro sell Israeli shekel 3.98 0.9 — Buy Euro sell Kazakhstani tenge 520.25 3.1 — Buy Euro sell Malaysian ringgit 4.98 1.2 — Buy Euro sell Mexican peso 26.22 55.7 ( 3.4 ) Buy Euro sell Peruvian nuevo sol 4.41 1.6 — Buy Euro sell Philippine peso 59.13 1.2 — Buy Euro sell Russian ruble 92.13 7.7 ( 0.1 ) Buy Euro sell South African rand 18.00 5.4 — Buy Euro sell Taiwan dollar 34.30 1.2 — Buy Euro sell Turkish lira 9.32 2.9 ( 0.1 ) Buy Euro sell Vietnamese dong 27,872.81 17.5 0.2 Buy Indonesian rupiah sell U.S. dollar 14,115.17 7.1 0.1 Buy Kazakhstani tenge sell Euro 517.65 2.4 — Buy Korean won sell U.S. dollar 1,114.85 10.0 0.2 Buy Mexican peso sell U.S. dollar 19.97 35.1 — Buy Norwegian krone sell U.S. dollar 8.66 2.2 — Buy Russian ruble sell Euro 90.11 1.2 — Buy Swedish krona sell U.S. dollar 8.25 2.7 — Buy Taiwan dollar sell U.S. dollar 27.67 15.2 — Buy U.S. dollar sell Australian dollar 0.76 2.0 — Buy U.S. dollar sell Chinese yuan 6.75 47.1 ( 1.3 ) Buy U.S. dollar sell Colombian peso 3,525.72 4.2 ( 0.1 ) Buy U.S. dollar sell Euro 1.20 24.9 ( 0.4 ) Buy U.S. dollar sell Korean won 1,107.10 16.3 ( 0.3 ) Buy U.S. dollar sell Mexican peso 21.94 11.3 ( 0.6 ) Buy U.S. dollar sell Philippine peso 48.51 8.2 ( 0.1 ) Buy U.S. dollar sell Thai baht 31.08 3.2 ( 0.1 ) Total forward contracts $ 471.0 $ 2.3 |
Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive Loss | The following table summarizes gains (losses) relating to derivative instruments recorded in other comprehensive loss during the years ended December 31, 2021, 2020, and 2019: Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income Year Ended December 31, 2021 2020 2019 (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 0.1 $ 2.3 $ ( 1.9 ) Interest rate swaps — ( 1.6 ) — |
Effect of Cash Flow Hedging Relationships on Condensed Consolidated Statements of Income | The effect of cash flow hedging relationships on the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2021 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 1,239.3 $ 2,012.1 $ 153.1 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 2.4 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.6 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of loss reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — ( 0.9 ) Amount of gain excluded from assessment of effectiveness recognized in income — — — Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2020 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 1,150.6 $ 2,075.0 $ 133.0 Foreign exchange currency contracts relating to inventory hedges: Amount of gain reclassified from accumulated other comprehensive loss to income 5.1 — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.3 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of loss reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — ( 0.5 ) Amount of gain excluded from assessment of effectiveness recognized in income — — — Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Year Ended December 31, 2019 Cost of sales Selling, general, and administrative expenses Interest expense (in millions) Total amounts presented in the consolidated statements of income $ 958.0 $ 1,940.3 $ 153.0 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 0.2 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 3.3 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain reclassified from accumulated other comprehensive loss to income — 1.0 — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — Interest rate swaps: Amount of gain reclassified from accumulated other comprehensive loss to income — — — Amount of gain excluded from assessment of effectiveness recognized in income — — — |
Gains Relating to Derivative Instruments Not Designated As Hedging Instruments Recorded to Income | The following table summarizes gains (losses) recorded to income relating to derivative instruments not designated as hedging instruments during the December 31, 2021, 2020, and 2019: Amount of Gain Recognized in Income Year Ended December 31, 2021 2020 2019 Location of Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ 5.9 $ 2.5 $ 1.0 Selling, general, and administrative expenses |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income before Income Taxes | The components of income before income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 53.4 $ 152.5 $ 48.6 Foreign 507.4 363.9 402.8 Total $ 560.8 $ 516.4 $ 451.4 |
Components of Income Tax Expense | Income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Current: Foreign $ 121.8 $ 122.0 $ 100.6 Federal 20.1 13.7 22.1 State 5.0 6.1 2.3 146.9 141.8 125.0 Deferred: Foreign ( 17.0 ) ( 2.7 ) 12.8 Federal ( 16.0 ) 3.9 1.3 State ( 0.3 ) 0.8 1.3 ( 33.3 ) 2.0 15.4 $ 113.6 $ 143.8 $ 140.4 |
Deferred Tax Assets and Liabilities | The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows: December 31, 2021 2020 (in millions) Deferred income tax assets: Accruals not currently deductible $ 94.9 $ 98.5 Tax loss and credit carryforwards of certain foreign subsidiaries 122.7 128.3 Domestic tax credit carryforwards 204.5 208.7 Deferred compensation plan 40.0 39.6 Deferred interest expense 115.5 67.4 Inventory reserve 9.3 5.5 Operating lease liabilities 39.1 36.6 Other 6.5 6.6 Gross deferred income tax assets 632.5 591.2 Less: valuation allowance ( 411.9 ) ( 390.8 ) Total deferred income tax assets $ 220.6 $ 200.4 Deferred income tax liabilities: Intangible assets $ 72.4 $ 71.2 Unremitted foreign earnings 20.9 14.9 Operating lease assets 34.3 32.9 Other 5.6 24.7 Total deferred income tax liabilities 133.2 143.7 Total net deferred tax assets $ 87.4 $ 56.7 |
Reconciliation between Provision for Income Taxes at Statutory Rate and Provision for Income Taxes at Effective Tax Rate | The applicable statutory income tax rate in the Cayman Islands was zero for Herbalife Nutrition Ltd. for the years being reported. For purposes of the reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate, a notional 21 % tax rate is applied for the years ended December 31, 2021, 2020, and 2019 as follows: Year Ended December 31, 2021 2020 2019 (in millions) Tax expense at United States statutory rate $ 117.8 $ 108.4 $ 94.8 Increase (decrease) in tax resulting from: Differences between U.S. and foreign tax rates on foreign income, including withholding taxes ( 15.1 ) ( 19.5 ) 50.9 U.S. tax (benefit) on foreign income, net of foreign tax credits ( 21.9 ) ( 20.5 ) ( 10.1 ) Increase in valuation allowances 21.1 60.6 11.4 State taxes, net of federal benefit 3.0 5.2 3.1 Unrecognized tax benefits 9.3 3.9 ( 6.9 ) Excess tax benefits on equity awards ( 3.5 ) ( 3.1 ) ( 5.8 ) Other 2.9 8.8 3.0 Total $ 113.6 $ 143.8 $ 140.4 |
Changes Occurred in Amount of Unrecognized Tax Benefits | The following changes occurred in the amount of unrecognized tax benefits during the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 (in millions) Beginning balance of unrecognized tax benefits $ 52.7 $ 48.9 $ 53.5 Additions for current year tax positions 9.2 9.7 8.4 Additions for prior year tax positions 5.1 1.3 6.1 Reductions for prior year tax positions ( 2.3 ) ( 0.6 ) ( 15.4 ) Reductions for audit settlements ( 5.2 ) ( 4.7 ) ( 0.1 ) Reductions for the expiration of statutes of limitations ( 4.1 ) ( 2.1 ) ( 3.6 ) Changes due to foreign currency translation adjustments ( 1.3 ) 0.2 — Ending balance of unrecognized tax benefits (excluding interest and penalties) 54.1 52.7 48.9 Interest and penalties associated with unrecognized tax benefits 18.4 13.2 11.0 Ending balance of unrecognized tax benefits (including interest and penalties) $ 72.5 $ 65.9 $ 59.9 |
Transformation Program (Tables)
Transformation Program (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Transformation Programs Text Block [Abstract] | |
Schedule of costs related to the transformation program | Costs related to the Transformation Program for the year ended December 31, 2021 were as follows: Year Ended December 31, 2021 (in millions) Professional fees $ 9.7 Retention and separation 3.0 Other 0.2 Total $ 12.9 |
Schedule of changes in the liabilities related to the transformation program | Changes in the liabilities related to the Transformation Program, which were recognized in other current liabilities within the Company’s consolidated balance sheets, were as follows: Professional Fees Retention and Separation Other Total (in millions) Expenses $ 9.7 $ 3.0 $ 0.2 $ 12.9 Cash payments ( 7.7 ) ( 0.2 ) ( 0.2 ) ( 8.1 ) Non-cash items and other — — — — Balance as of December 31, 2021 $ 2.0 $ 2.8 $ — $ 4.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Derivative Assets and Liabilities Measured at Fair Value | The Company’s derivative assets and liabilities are measured at fair value and consisted of Level 2 inputs and their amounts are shown below at their gross values as of December 31, 2021 and 2020: Significant Other Observable Inputs (Level 2) Fair Value as of December 31, Significant Other Observable Inputs (Level 2) Fair Value as of December 31, Balance Sheet Location (in millions) ASSETS: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 0.3 $ — Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 6.6 9.4 Prepaid expenses and other current assets $ 6.9 $ 9.4 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 1.7 $ 3.9 Other current liabilities Interest rate swaps 0.1 1.0 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3.4 3.2 Other current liabilities $ 5.2 $ 8.1 |
Offsetting of Derivative Assets | The following tables summarize the offsetting of the fair values of the Company’s derivative assets and derivative liabilities for presentation in the Company’s consolidated balance sheets as of December 31, 2021 and 2020: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts Offset in the Balance Sheet Net Amounts of Assets Presented in the Balance Sheet (in millions) December 31, 2021 Foreign exchange currency contracts $ 6.9 $ ( 2.2 ) $ 4.7 Total $ 6.9 $ ( 2.2 ) $ 4.7 December 31, 2020 Foreign exchange currency contracts $ 9.4 $ ( 1.8 ) $ 7.6 Total $ 9.4 $ ( 1.8 ) $ 7.6 |
Offsetting of Derivative Liabilities | Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Liabilities Presented in the Balance Sheet (in millions) December 31, 2021 Foreign exchange currency contracts $ 5.1 $ ( 2.2 ) $ 2.9 Interest rate swaps 0.1 — 0.1 Total $ 5.2 $ ( 2.2 ) $ 3.0 December 31, 2020 Foreign exchange currency contracts $ 7.1 $ ( 1.8 ) $ 5.3 Interest rate swaps 1.0 — 1.0 Total $ 8.1 $ ( 1.8 ) $ 6.3 |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, 2021 2020 (in millions) Accrued compensation $ 171.9 $ 163.8 Accrued service fees to China independent service providers 48.5 63.3 Accrued advertising, events, and promotion expenses 55.9 67.6 Current operating lease liabilities 42.8 35.5 Advance sales deposits 63.0 68.5 Income taxes payable 13.7 23.0 Other accrued liabilities 200.0 235.8 Total $ 595.8 $ 657.5 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Organization And Description Of Business [Abstract] | |
Number of geographic regions | 6 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) shares in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($) | Dec. 31, 2021USD ($)SegmentProductshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Feb. 28, 2014USD ($) | |
Subsidiary Or Equity Method Investee [Line Items] | |||||
Goodwill period increase decrease | $ 9,000,000 | ||||
Goodwill acquired during period | 7,000,000 | ||||
Goodwill foreign currency translation adjustments | 2,000,000 | ||||
Foreign currency transaction losses | $ 6,200,000 | 14,800,000 | $ 2,000,000 | ||
Receivables from credit card company | 53,000,000 | 65,200,000 | |||
Bad-debt expense | 100,000 | 1,700,000 | 3,000,000 | ||
Allowance for doubtful accounts | 2,500,000 | 3,300,000 | |||
Amortization expense related to debt issuance costs | 6,000,000 | 4,600,000 | 5,300,000 | ||
Unamortized debt issuance cost | 23,900,000 | 25,400,000 | |||
Long-term debt | 2,762,600,000 | 2,428,400,000 | |||
Accumulated deficit | (1,169,000,000) | (687,400,000) | |||
Capitalized internal-use software costs | 199,300,000 | 188,700,000 | |||
Depreciation and amortization of property, plant and equipment | 89,200,000 | 80,900,000 | $ 78,800,000 | ||
Impairment of goodwill | 0 | ||||
Marketing related intangible assets | 310,000,000 | 310,000,000 | |||
Goodwill | $ 95,400,000 | $ 100,500,000 | |||
Change in income tax rate | 21.00% | 21.00% | 21.00% | ||
Other operating income | $ 16,400,000 | $ 14,500,000 | $ 37,500,000 | ||
Loss on extinguishment of debt | 24,600,000 | 0 | 0 | ||
Advertising costs | $ 47,300,000 | $ 39,000,000 | $ 41,400,000 | ||
Equity grants with anti-dilutive effect | shares | 1 | 0.8 | 0.8 | ||
Allowances for product returns | $ 3,400,000 | $ 3,700,000 | |||
Number of product categories | Product | 5 | ||||
Number of geographic regions | Segment | 6 | ||||
Non-cash capital expenditures | $ 24,600,000 | 18,000,000 | $ 14,100,000 | ||
Non-cash borrowings that were used to finance software maintenance | 0 | 0 | 5,900,000 | ||
October 2017 Dutch Auction Tender Offer [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Gain (loss) recognized in other expense | 0 | 15,700,000 | |||
Convertible Senior Notes Due 2019 [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Amortization expense related to debt issuance costs | 1,700,000 | ||||
Long-term debt | $ 930,900,000 | ||||
Convertible Senior Notes Due 2019 [Member] | Repurchase of 2019 Convertible Notes [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Loss on extinguishment of debt | $ 13,100,000 | ||||
Repurchase of convertible notes | $ 475,000,000 | ||||
Other Expense (Income), Net [Member] | 2026 Notes [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Loss on extinguishment of debt | (24,600,000) | ||||
China [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Goodwill | 3,300,000 | 3,300,000 | |||
Other operating income | 16,400,000 | $ 14,500,000 | 31,500,000 | ||
Mexico [Member] | Other Operating Income [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Insurance recoveries | $ 6,000,000 | ||||
ASU 2020-06 | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Long-term debt | 59,100,000 | ||||
Additional Paid in Capital | 136,700,000 | ||||
Accumulated deficit | $ 77,600,000 | ||||
Buildings [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Estimated useful life | 40 years | ||||
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Estimated useful life | 3 years | ||||
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Estimated useful life | 10 years | ||||
Building Improvements [Member] | Minimum [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Estimated useful life | 10 years | ||||
Building Improvements [Member] | Maximum [Member] | |||||
Subsidiary Or Equity Method Investee [Line Items] | |||||
Estimated useful life | 15 years |
Basis of Presentation - Net Pro
Basis of Presentation - Net Property, Plant and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant, and equipment, at cost: | |||
Land and buildings | $ 51.2 | $ 51.1 | |
Furniture and fixtures | 27.9 | 26.1 | |
Equipment | 1,127.1 | 1,023.7 | |
Building and leasehold improvements | 254.5 | 222.8 | |
Total property, plant, and equipment, at cost | 1,460.7 | 1,323.7 | |
Less: accumulated depreciation and amortization | (1,018.6) | (933.5) | |
Property, plant, and equipment, at cost, net of accumulated depreciation and amortization | $ 442.1 | $ 390.2 | $ 371.5 |
Basis of Presentation - Summary
Basis of Presentation - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash for Balance Sheets and Cash Flows (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Cash and cash equivalents | $ 601.5 | $ 1,045.4 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 610.4 | 1,054 | $ 847.5 | $ 1,215 |
Prepaid expenses and other current assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | 2.6 | 2.5 | ||
Other Assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | $ 6.3 | $ 6.1 |
Basis of Presentation - Computa
Basis of Presentation - Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Weighted-average shares used in basic computations | 105.9 | 131.5 | 137.4 |
Dilutive effect of exercise of equity grants outstanding | 2.4 | 3 | 3.5 |
Dilutive effect of 2019 Convertible Notes | 0 | 0 | 0.7 |
Weighted-average shares used in diluted computations | 108.3 | 134.5 | 141.6 |
Inventories - Classes of Invent
Inventories - Classes of Inventory (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 81.8 | $ 80.1 |
Work in process | 8.6 | 7.9 |
Finished goods | 485.3 | 413.4 |
Total | $ 575.7 | $ 501.4 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease option to extend, description | In general, the Company’s leases include one or more options to renew, with renewal terms that generally vary from one to ten years. |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities Recognized Within Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Operating lease right-of-use assets | $ 220 | $ 222.8 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | Operating lease right-of-use assets |
Finance lease right-of-use assets | $ 1.1 | $ 0.5 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant, and equipment, at cost, net of accumulated depreciation and amortization | Property, plant, and equipment, at cost, net of accumulated depreciation and amortization |
Total lease assets | $ 221.1 | $ 223.3 |
Current liabilities: | ||
Operating lease liabilities | $ 42.8 | $ 35.5 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Finance lease liabilities | $ 0.4 | $ 0.2 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt | Current portion of long-term debt |
Non-current: | ||
Non-current operating lease liabilities | $ 201.2 | $ 206.7 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Non-current operating lease liabilities | Non-current operating lease liabilities |
Finance lease liabilities | $ 0.7 | $ 0.3 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net of current portion | Long-term debt, net of current portion |
Total lease liabilities | $ 245.1 | $ 242.7 |
Leases - Summary of Lease Ass_2
Leases - Summary of Lease Assets and Liabilities Recognized Within Consolidated Balance Sheets (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance lease, accumulated amortization | $ 1.9 | $ 1.7 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost Recognized Over the Lease Term (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Leases [Abstract] | ||||
Operating lease cost | [1],[2] | $ 67.1 | $ 63.8 | $ 65.7 |
Finance lease cost | ||||
Amortization of right-of-use assets | 0.3 | 0.4 | 0.4 | |
Interest on lease liabilities | 0 | 0 | 0 | |
Net lease cost | $ 67.4 | $ 64.2 | $ 66.1 | |
[1] | Amount includes $ 62.7 million, $ 60.2 million, and $ 62.3 million recorded to selling, general, and administrative expenses within the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019, respectively, and $ 4.4 million, $ 3.6 million, and $ 3.4 million capitalized as part of the cost of another asset, which includes inventories, for the years ended December 31, 2021, 2020, and 2019, respectively. | |||
[2] | Includes short-term leases and variable lease costs, which were $ 9.5 million and $ 1.9 million, respectively, for the year ended December 31, 2021, $ 11.0 million and $ 1.2 million, respectively, for the year ended December 31, 2020, and $ 11.2 million and $ 2.2 million, respectively, for the year ended December 31, 2019. Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred. |
Leases - Summary of Lease Cos_2
Leases - Summary of Lease Cost Recognized Over the Lease Term (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Leased Assets [Line Items] | ||||
Short-term lease payments | $ 9.5 | $ 11 | $ 11.2 | |
Variable lease costs | 1.9 | 1.2 | 2.2 | |
Operating lease cost | [1],[2] | 67.1 | 63.8 | 65.7 |
Capitalized cost of another asset included in inventories | 4.4 | 3.6 | 3.4 | |
Selling, General and Administrative Expenses [Member] | ||||
Leased Assets [Line Items] | ||||
Operating lease cost | $ 62.7 | $ 60.2 | $ 62.3 | |
[1] | Amount includes $ 62.7 million, $ 60.2 million, and $ 62.3 million recorded to selling, general, and administrative expenses within the Company’s consolidated statements of income for the years ended December 31, 2021, 2020, and 2019, respectively, and $ 4.4 million, $ 3.6 million, and $ 3.4 million capitalized as part of the cost of another asset, which includes inventories, for the years ended December 31, 2021, 2020, and 2019, respectively. | |||
[2] | Includes short-term leases and variable lease costs, which were $ 9.5 million and $ 1.9 million, respectively, for the year ended December 31, 2021, $ 11.0 million and $ 1.2 million, respectively, for the year ended December 31, 2020, and $ 11.2 million and $ 2.2 million, respectively, for the year ended December 31, 2019. Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred. |
Leases - Summary of Annual Sche
Leases - Summary of Annual Scheduled Lease Payments (Detail) $ in Millions | Dec. 31, 2021USD ($) | |
Leases [Abstract] | ||
2022 | $ 53.1 | [1] |
2023 | 40.9 | [1] |
2024 | 37.2 | [1] |
2025 | 29.2 | [1] |
2026 | 23.2 | [1] |
Thereafter | 117.2 | [1] |
Total lease payments | 300.8 | [1] |
Less: imputed interest | 56.8 | [1] |
Present value of lease liabilities | 244 | [1] |
2022 | 0.4 | |
2023 | 0.4 | |
2024 | 0.3 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 1.1 | |
Present value of lease liabilities | $ 1.1 | |
[1] | Operating lease payments exclude $ 0.2 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Leases - Summary of Annual Sc_2
Leases - Summary of Annual Scheduled Lease Payments (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease legally binding minimum payments for leases not yet commenced | $ 0.2 |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Term and Weighted-average Discount Rate (Detail) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-average remaining lease term: | |||
Operating leases | 7 years 9 months 18 days | 8 years 3 months 18 days | 8 years 3 months 18 days |
Finance leases | 3 years | 3 years 1 month 6 days | 3 years 2 months 12 days |
Weighted-average discount rate: | |||
Operating leases | 4.80% | 5.50% | 5.60% |
Finance leases | 3.60% | 5.10% | 5.40% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 50.2 | $ 50.3 | $ 45.9 |
Operating cash flows for finance leases | 0 | 0 | 0 |
Financing cash flows for finance leases | 0.3 | 0.5 | 0.4 |
Right-of-use assets obtained in exchange for new lease liabilities: | |||
Operating leases | 46 | 74.2 | 55.2 |
Finance leases | $ 1 | $ 0.1 | $ 0.6 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2018 |
Debt Instrument [Line Items] | |||
Borrowings under senior secured credit facility, carrying value | $ 1,088.6 | $ 976.5 | |
Other | 1 | 2.5 | |
Total | 2,762.6 | 2,428.4 | |
Less: current portion | 29.4 | 22.9 | |
Long-term portion | 2,733.2 | 2,405.5 | |
2.625% Convertible Senior Notes Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible senior notes, carrying value of liability component | 486 | 460.6 | |
Total | $ 410.1 | ||
7.875% Senior Notes Due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, carrying value | 594.2 | 592.9 | |
7.250% Senior Notes Due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, carrying value | $ 395.9 | ||
4.875% Senior Notes Due 2029 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, carrying value | $ 592.8 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) | 1 Months Ended | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | Aug. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2021 | |
2.625% Convertible Senior Notes Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 2.625% | 2.625% | |||
Debt instrument maturity date | Mar. 15, 2024 | Mar. 15, 2024 | |||
7.875% Senior Notes Due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 7.875% | 7.875% | |||
Debt instrument maturity date | Sep. 1, 2025 | Jan. 9, 2025 | |||
7.250% Senior Notes Due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 7.25% | 7.25% | |||
Debt instrument maturity date | Aug. 15, 2026 | Aug. 15, 2026 | |||
4.875% Senior Notes Due 2029 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 4.875% | 4.875% | |||
Debt instrument maturity date | Jun. 1, 2029 | Jan. 6, 2029 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jul. 30, 2021USD ($) | Feb. 10, 2021 | Mar. 19, 2020USD ($) | Dec. 12, 2019USD ($) | Aug. 15, 2019USD ($) | Aug. 16, 2018USD ($) | Jul. 31, 2021 | May 31, 2021USD ($) | May 31, 2020USD ($) | Aug. 31, 2018USD ($) | Mar. 31, 2018USD ($)$ / shares | Feb. 28, 2014USD ($)$ / shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2014USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)d | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | $ 2,845,800,000 | |||||||||||||||||||||||
Loss on extinguishment of debt | 24,600,000 | $ 0 | $ 0 | |||||||||||||||||||||
Borrowings under the senior secured credit facility | 1,088,600,000 | 976,500,000 | ||||||||||||||||||||||
Interest expense | 153,100,000 | 133,000,000 | 153,000,000 | |||||||||||||||||||||
Amortization of deferred financing costs | 6,000,000 | 4,600,000 | 5,300,000 | |||||||||||||||||||||
Paid-in-capital in excess of par value | 318,100,000 | 342,300,000 | ||||||||||||||||||||||
Long-term debt | 2,762,600,000 | 2,428,400,000 | ||||||||||||||||||||||
Convertible notes paid | 0 | 0 | 675,000,000 | |||||||||||||||||||||
Letters of credit issued but undrawn | 20,700,000 | |||||||||||||||||||||||
Capped call transactions [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Capped call transactions with financial institutions | $ 123,800,000 | |||||||||||||||||||||||
Prepaid forward share repurchase transactions [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Forward share repurchase transactions amount | 685,800,000 | $ 685,800,000 | ||||||||||||||||||||||
Convertible Senior Notes Due 2019 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 1,150,000,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 1,000,000,000 | |||||||||||||||||||||||
Deferred financing costs | 26,600,000 | |||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | 1,000,000,000 | |||||||||||||||||||||||
Interest expense | 27,000,000 | |||||||||||||||||||||||
Non-cash interest expense | 17,000,000 | |||||||||||||||||||||||
Amortization of deferred financing costs | 1,700,000 | |||||||||||||||||||||||
Additional principal amount of convertible notes | $ 150,000,000 | |||||||||||||||||||||||
Convertible notes, interest rate | 2.00% | |||||||||||||||||||||||
Convertible notes maturity | Aug. 15, 2019 | |||||||||||||||||||||||
Principal amount of convertible notes | $ 1,000 | |||||||||||||||||||||||
Convertible notes conversion rate | 23.1816 | |||||||||||||||||||||||
Convertible notes conversion price | $ / shares | $ 43.14 | |||||||||||||||||||||||
Paid-in-capital in excess of par value | $ 219,100,000 | 5,100,000 | ||||||||||||||||||||||
Long-term debt | $ 930,900,000 | |||||||||||||||||||||||
Effective interest rate on convertible notes | 6.20% | |||||||||||||||||||||||
Convertible notes paid | $ 675,000,000 | $ 583,500,000 | ||||||||||||||||||||||
Accrued interest | $ 6,700,000 | 1,000,000 | ||||||||||||||||||||||
Convertible Senior Notes Due 2019 [Member] | Repurchase of 2019 Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loss on extinguishment of debt | 13,100,000 | |||||||||||||||||||||||
Repurchase of convertible notes | 475,000,000 | |||||||||||||||||||||||
Fair value of liability to convertible notes | 459,400,000 | |||||||||||||||||||||||
Fair value of equity component to convertible notes | 123,000,000 | |||||||||||||||||||||||
Reduction to long-term debt representing liability component of convertible notes | 446,400,000 | |||||||||||||||||||||||
Reduction to additional paid-in capital representing equity component | 123,000,000 | |||||||||||||||||||||||
Convertible Senior Notes Due 2019 [Member] | Debt Issuance Costs [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Deferred financing costs | $ 21,500,000 | |||||||||||||||||||||||
2.625% Convertible Senior Notes Due 2024 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 550,000,000 | 550,000,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | 550,000,000 | |||||||||||||||||||||||
Deferred financing costs | 12,900,000 | |||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 550,000,000 | |||||||||||||||||||||||
Interest expense | 39,800,000 | 37,700,000 | 35,800,000 | |||||||||||||||||||||
Non-cash interest expense | 23,700,000 | 21,800,000 | 20,000,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 1,600,000 | 1,500,000 | 1,400,000 | |||||||||||||||||||||
Convertible notes, interest rate | 2.625% | 2.625% | ||||||||||||||||||||||
Convertible notes maturity | Mar. 15, 2024 | Mar. 15, 2024 | ||||||||||||||||||||||
Principal amount of convertible notes | $ 1,000 | $ 1,000 | ||||||||||||||||||||||
Convertible notes conversion rate | 16.0056 | 16.0467 | ||||||||||||||||||||||
Convertible notes conversion price | $ / shares | $ 62.48 | $ 62.32 | ||||||||||||||||||||||
Paid-in-capital in excess of par value | $ 139,900,000 | |||||||||||||||||||||||
Long-term debt | $ 410,100,000 | |||||||||||||||||||||||
Effective interest rate on convertible notes | 8.40% | |||||||||||||||||||||||
Fair value of liability to convertible notes | $ 547,400,000 | $ 541,800,000 | ||||||||||||||||||||||
Convertible notes, conversion feature | Holders of the 2024 Convertible Notes may convert their notes at their option under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending June 30, 2018, if the last reported sale price of the Company’s common shares for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price for the 2024 Convertible Notes on each applicable trading day; (ii) during the five business-day period immediately after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of 2024 Convertible Notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate for the 2024 Convertible Notes for each such day; (iii) if the Company calls the 2024 Convertible Notes for redemption; or (iv) upon the occurrence of specified corporate events. On and after December 15, 2023, holders may convert their 2024 Convertible Notes at any time, regardless of the foregoing circumstances. | |||||||||||||||||||||||
Convertible notes, number of trading days of threshold limit (whether or not consecutive) | d | 20 | |||||||||||||||||||||||
Convertible notes, number of trading days of threshold limit in consecutive days | d | 30 | |||||||||||||||||||||||
Minimum percentage of common share price over conversion price for conversion | 130.00% | |||||||||||||||||||||||
Minimum percentage of the product of common share price and conversion rate for convertible notes | 98.00% | |||||||||||||||||||||||
Deferred financing costs recorded as additional paid-in-capital in excess of par value | $ 3,300,000 | |||||||||||||||||||||||
Unamortized debt discount and debt issuance costs | 64,000,000 | $ 89,400,000 | ||||||||||||||||||||||
Convertible senior notes, carrying value of liability component | 486,000,000 | 460,600,000 | ||||||||||||||||||||||
2.625% Convertible Senior Notes Due 2024 [Member] | Debt Issuance Costs [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Deferred financing costs | $ 9,600,000 | |||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 600,000,000 | 600,000,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | |||||||||||||||||||||||
Deferred financing costs | 5,800,000 | 7,100,000 | $ 7,900,000 | |||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | |||||||||||||||||||||||
Interest expense | 48,600,000 | 28,500,000 | ||||||||||||||||||||||
Amortization of deferred financing costs | $ 1,300,000 | 700,000 | ||||||||||||||||||||||
Convertible notes, interest rate | 7.875% | 7.875% | ||||||||||||||||||||||
Convertible notes maturity | Sep. 1, 2025 | Jan. 9, 2025 | ||||||||||||||||||||||
Senior notes, redemption price, percentage | 100.00% | |||||||||||||||||||||||
Senior notes, redemption price percentage with equity offerings | 107.875% | |||||||||||||||||||||||
Carrying amount | $ 594,200,000 | 592,900,000 | ||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Debt Issuance Costs [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Deferred financing costs | $ 7,900,000 | |||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Level 2 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Fair value of notes | 639,700,000 | 656,300,000 | ||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Percentage of aggregate principal amount of senior notes being redeemed | 40.00% | |||||||||||||||||||||||
7.250% Senior Notes Due 2026 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 400,000,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | $ 400,000,000 | ||||||||||||||||||||||
Deferred financing costs | 4,100,000 | $ 5,400,000 | ||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | 600,000,000 | $ 400,000,000 | ||||||||||||||||||||||
Credit facility, amount borrowed | 428,500,000 | |||||||||||||||||||||||
Loss on extinguishment of debt | $ (24,600,000) | |||||||||||||||||||||||
Interest expense | 11,500,000 | 29,600,000 | 29,500,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 200,000 | 600,000 | 500,000 | |||||||||||||||||||||
Convertible notes, interest rate | 7.25% | 7.25% | ||||||||||||||||||||||
Convertible notes maturity | Aug. 15, 2026 | Aug. 15, 2026 | ||||||||||||||||||||||
Accrued interest | 7,700,000 | |||||||||||||||||||||||
Carrying amount | 395,900,000 | |||||||||||||||||||||||
Fair value of notes | 425,000,000 | |||||||||||||||||||||||
Proceed to redeem senior notes | 400,000,000 | |||||||||||||||||||||||
7.250% Senior Notes Due 2026 [Member] | Debt Issuance Costs [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Deferred financing costs | $ 5,400,000 | |||||||||||||||||||||||
4.875% Senior Notes Due 2029 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | $ 600,000,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 600,000,000 | |||||||||||||||||||||||
Deferred financing costs | 7,700,000 | $ 7,700,000 | ||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | |||||||||||||||||||||||
Interest expense | 18,400,000 | |||||||||||||||||||||||
Amortization of deferred financing costs | $ 500,000 | |||||||||||||||||||||||
Convertible notes, interest rate | 4.875% | 4.875% | ||||||||||||||||||||||
Convertible notes maturity | Jun. 1, 2029 | Jan. 6, 2029 | ||||||||||||||||||||||
Unamortized debt discount and debt issuance costs | $ 7,200,000 | |||||||||||||||||||||||
Senior notes, redemption price, percentage | 100.00% | |||||||||||||||||||||||
Senior notes, redemption price percentage with equity offerings | 104.875% | |||||||||||||||||||||||
Carrying amount | 592,800,000 | |||||||||||||||||||||||
Fair value of notes | 588,900,000 | |||||||||||||||||||||||
4.875% Senior Notes Due 2029 [Member] | Debt Issuance Costs [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Deferred financing costs | $ 7,700,000 | $ 7,700,000 | ||||||||||||||||||||||
4.875% Senior Notes Due 2029 [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Percentage of aggregate principal amount of senior notes being redeemed | 40.00% | |||||||||||||||||||||||
Eurodollar [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Base rate interest rate floor | 0.00% | |||||||||||||||||||||||
2018 Revolving Credit Facility [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, amount borrowed | 630,000,000 | |||||||||||||||||||||||
Credit facility, amount repaid | 480,000,000 | |||||||||||||||||||||||
Borrowings under the senior secured credit facility | 150,000,000 | |||||||||||||||||||||||
2018 Term Loan B [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, amount repaid | 60,000,000 | |||||||||||||||||||||||
2017 Credit Facility [Member] | 2017 Revolving Credit Facility [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Repayment of prior senior secured credit facility | $ 1,178,100,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | 1,250,000,000 | |||||||||||||||||||||||
Deferred financing costs | $ 1,200,000 | 11,700,000 | $ 1,100,000 | |||||||||||||||||||||
Credit facility, amount borrowed | 671,200,000 | 30,400,000 | ||||||||||||||||||||||
Credit facility, amount repaid | $ 561,300,000 | $ 20,700,000 | 20,000,000 | |||||||||||||||||||||
Long-term debt, weighted average interest rate | 2.62% | 3.39% | ||||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 1,094,600,000 | $ 984,700,000 | 0 | |||||||||||||||||||||
Interest expense | 33,900,000 | 37,200,000 | 58,900,000 | |||||||||||||||||||||
Non-cash interest expense | 400,000 | 300,000 | 200,000 | |||||||||||||||||||||
Amortization of deferred financing costs | 2,300,000 | 1,800,000 | $ 1,700,000 | |||||||||||||||||||||
Commitment Fee Percentage | 0.35% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2024 Convertible Notes Exceeds 350 Million [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | $ 350,000,000 | $ 350,000,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | Second Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt Modification Costs | $ 1,400,000 | 1,600,000 | ||||||||||||||||||||||
Deferred financing costs | $ 1,100,000 | 800,000 | ||||||||||||||||||||||
Credit facility amendment date | Mar. 19, 2020 | |||||||||||||||||||||||
Recognized in interest expense, net | $ 600,000 | $ 500,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | LIBOR [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.00% | |||||||||||||||||||||||
2018 Credit Facility [Member] | Base Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Base rate interest rate floor | 1.00% | |||||||||||||||||||||||
2018 Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 0.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 250,000,000 | |||||||||||||||||||||||
Borrowings under the senior secured credit facility | 150,000,000 | 0 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | 0.35% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Second Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 250,000,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Second Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | 282,500,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Fourth Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 282,500,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Fourth Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 330,000,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 0.75% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.25% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | Second Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | Second Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.25% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.75% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.25% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | Second Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | $ 250,000,000 | |||||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 279,000,000 | 251,600,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Level 2 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 278,100,000 | 250,500,000 | ||||||||||||||||||||||
Debt instrument, fair value | $ 278,000,000 | 251,900,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | 2024 Convertible Notes Exceeds 350 Million [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maturity date | Sep. 15, 2023 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Second Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Extended maturity date | Mar. 19, 2025 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Second Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 234,400,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Second Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 264,800,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Fourth Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 245,000,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Fourth Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maximum amount | $ 286,200,000 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Base Rate [Member] | Second Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 0.75% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Eurodollar [Member] | Second Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.75% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Eurodollar [Member] | Second Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.25% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.50% | 2.00% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.50% | 3.00% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | $ 750,000,000 | |||||||||||||||||||||||
Credit facility, maturity date | Aug. 18, 2025 | |||||||||||||||||||||||
Senior secured credit facility, discount percentage | 0.25% | |||||||||||||||||||||||
Senior secured credit facility, discount amount | $ 1,900,000 | |||||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 665,600,000 | 733,100,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Level 2 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Outstanding principal amount | 660,500,000 | 726,000,000 | ||||||||||||||||||||||
Debt instrument, fair value | $ 663,100,000 | $ 734,000,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2024 Convertible Notes Exceeds 350 Million [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Credit facility, maturity date | Dec. 15, 2023 | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Base Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.75% | 1.75% | 2.25% | |||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Base Rate [Member] | Third Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Eurodollar [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.75% | 2.75% | 3.25% | |||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Eurodollar [Member] | Third Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2018 Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 1.50% | |||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate spread on variable rate | 2.50% | |||||||||||||||||||||||
Senior Unsecured Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | |||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 400,000,000 |
Long-Term Debt - Schedule of Re
Long-Term Debt - Schedule of Redemption Prices expressed as Percentages of Principal Amount (Detail) | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | Dec. 31, 2021 | |
7.875% Senior Notes Due 2025 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 100.00% | ||
7.875% Senior Notes Due 2025 [Member] | 2022 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 103.938% | ||
7.875% Senior Notes Due 2025 [Member] | 2023 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 101.969% | ||
7.875% Senior Notes Due 2025 [Member] | 2024 and Thereafter [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 100.00% | ||
4.875% Senior Notes Due 2029 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 100.00% | ||
4.875% Senior Notes Due 2029 [Member] | 2024 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 102.438% | ||
4.875% Senior Notes Due 2029 [Member] | 2025 [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 101.219% | ||
4.875% Senior Notes Due 2029 [Member] | 2026 and Thereafter [Member] | |||
Debt Instrument Redemption [Line Items] | |||
Redemption prices, expressed as percentages of principal amount | 100.00% |
Long-Term Debt - Annual Schedul
Long-Term Debt - Annual Scheduled Principal Payments of Debt (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 29.4 |
2023 | 29.4 |
2024 | 586.4 |
2025 | 1,600.6 |
2026 | 0 |
Thereafter | 600 |
Total | $ 2,845.8 |
Employee Compensation Plans - A
Employee Compensation Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |||
Contribution made by company to its profit sharing plan | $ 9.4 | $ 6.6 | $ 5.2 |
Expenses relating to international deferred compensation plans | $ 9.8 | 8.8 | 7.6 |
Percentage of matching contribution related to the Management Deferred Compensation Plan and the Senior Executive Deferred Compensation Plan | 3.50% | ||
Deferred compensation plans expense (benefit) excluding participant contributions | $ 8.6 | 9.5 | $ 9.4 |
Total long-term deferred compensation liability | 80.5 | 72.3 | |
Value of the assets in the rabbi trust | $ 48.2 | $ 43.8 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | Aug. 23, 2018Plaintiff | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2017USD ($) | Jul. 31, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||
Other assets | $ 313.2 | $ 273.5 | |||||
Prepaid expenses and other current assets | 187.7 | 145.7 | |||||
Deductible for product liability insurance | 12.5 | ||||||
Settlement amount | $ 12.5 | ||||||
Putative Class Plaintiffs [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of plaintiffs | Plaintiff | 4 | ||||||
Pending Litigation due to Plaintiffs Arbitration [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of plaintiffs | Plaintiff | 4 | ||||||
SEC and DOJ Investigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued liability | $ 123 | ||||||
Loss contingency compliance self-reporting obligations term | three years | ||||||
Herbalife International of America, Inc., [Member] | U.S. Federal Trade Commission [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount paid for consent order | $ 200 | ||||||
Third-party monitoring by independent compliance auditor, period | 7 years | ||||||
Federal Revenue Office of Brazil [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | $ 9.9 | ||||||
Selling, General and Administrative Expenses [Member] | SEC and DOJ Investigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued liability | $ 40 | $ 83 | |||||
Mexican Tax Administration Service [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Other assets current and non current | 15.5 | ||||||
Other assets | 24.1 | ||||||
Prepaid expenses and other current assets | 8.6 | ||||||
Mexican Tax Administration Service [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Recognized loss related to tax matters | $ 19 | ||||||
Brazilian ICMS [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 5.2 | ||||||
Surety bond through insurance company to guarantee payment of tax assessment | 6.1 | ||||||
Brazilian ICMS [Member] | State of Sao Paulo [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | $ 10.7 | $ 28.8 | |||||
Brazilian ICMS [Member] | State of Rio de Janeiro [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 6.3 | ||||||
Indian VAT Authorities [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 14.1 | ||||||
Indian VAT Authorities [Member] | Audit Period Fiscal Year March 31, 2017 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 13.3 | ||||||
Indian VAT Authorities [Member] | Audit Period Fiscal Year March 31, 2018 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 13.8 | ||||||
South Korean Customs Authority [Member] | Other Noncurrent Assets [Member] | Audit Period January 2011 through May 2013 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 29.8 | ||||||
South Korean Customs Authority [Member] | Other Noncurrent Assets [Member] | Audit Period May 2013 through December 2013 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 9.7 | ||||||
South Korean Customs Authority [Member] | Other Noncurrent Assets [Member] | Audit Period January 2014 through December 2014 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | 15.1 | ||||||
South Korean Customs Authority [Member] | Other Noncurrent Assets [Member] | Audit Period January 2015 through December 2017 [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Assessment amount from tax administration service | $ 12.3 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 09, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2017 |
Stockholders Equity [Line Items] | ||||||||||
Repurchase of common stock, shares | 20.4 | 18.4 | ||||||||
Common shares, shares outstanding | 120.1 | 100.8 | 120.1 | 137.4 | ||||||
Preference shares authorized | 7.5 | |||||||||
Preference shares par value | $ 0.002 | |||||||||
Share repurchase program authorized amount | $ 1.5 | $ 1,500 | ||||||||
Share repurchase program, remaining authorized capacity | $ 7.9 | $ 1.1 | ||||||||
Share repurchase program expiration date | Oct. 30, 2023 | Feb. 9, 2024 | ||||||||
Forward counterparties shares purchased and subsequently retired | 6 | |||||||||
Accumulated deficit | $ (687.4) | $ (1,169) | $ (687.4) | |||||||
Repurchase of common stock | $ 48.10 | |||||||||
Repurchase of common stock, shares | 21 | 19 | 0.4 | |||||||
Treasury stock shares, at cost | 10 | 10 | 10 | |||||||
Shares repurchases, inclusive of transaction costs and issuance of CVR value | $ 982.7 | $ 893.9 | $ 0 | |||||||
Withheld for tax purpose for share-based compensation plans | 28.6 | 29.6 | 16.7 | |||||||
Repurchase of common stock, value | 1,011.3 | 923.5 | 16.7 | |||||||
Share repurchases | 1,011.3 | 923.5 | 16.7 | |||||||
Other comprehensive loss before unrealized gain (loss) on derivatives adjustments reclassifications, tax expense (benefit) | 0.6 | |||||||||
Other comprehensive income (loss) before foreign currency translation adjustments reclassifications, tax expense (benefit) | 0.2 | (2) | $ (0.1) | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | $ 0.2 | |||||||||
Capped call transactions [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Capped call transactions with financial institutions | $ 123.8 | |||||||||
Capped call transactions price per common share | $ 60.39 | |||||||||
Increase (decrease) in additional paid-in capital, other | $ 123.8 | |||||||||
Terminating result of portion of capped call transactions cash received | $ 55.9 | |||||||||
Capped call transactions [Member] | Convertible Senior Notes Due 2019 [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Convertible notes conversion price | $ 43.14 | |||||||||
Open market purchases [Member] | Common Stock[Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Repurchase of common stock, shares | 7.9 | 3 | ||||||||
Treasury stock acquired, average cost per share | $ 48.17 | $ 47.40 | ||||||||
Repurchase of common stock, value | $ 382.7 | $ 142.1 | ||||||||
Open market purchases [Member] | Indirect wholly owned subsidiary [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Repurchase of common stock | $ 48.53 | |||||||||
Repurchase of common stock, value | $ 892.1 | |||||||||
Prepaid forward share repurchase transactions [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Forward share repurchase transactions amount | $ 685.8 | 685.8 | ||||||||
Forward transactions, shares to be purchased | 19.9 | |||||||||
Treasury stock acquired, average cost per share | $ 34.51 | |||||||||
Settlement date of forward transactions | Aug. 15, 2019 | |||||||||
Forward counterparties shares purchased and subsequently retired | 19.9 | 6 | ||||||||
Shares outstanding under forward purchasing transactions | 0 | 0 | ||||||||
Accumulated deficit | 653.9 | |||||||||
Additional paid-in-capital | (31.9) | |||||||||
Non-cash forward transaction issuance costs | $ 35.8 | |||||||||
Non-cash interest expense relating to amortization of non-cash issuance costs | $ 1.2 | |||||||||
August 2020 Dutch Auction Tender Offer [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Treasury stock acquired, average cost per share | $ 48.75 | |||||||||
Repurchase of common stock, shares | 15.4 | |||||||||
Share repurchases | $ 750 | |||||||||
October 2017 Dutch Auction Tender Offer [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Forward share repurchase transactions amount | $ 1.6 | |||||||||
Contingent value right agreement term | 2 years | |||||||||
Non-transferable contractual contingent value right agreement initial fair value | $ 7.3 | |||||||||
CVR expiration period | 2019-08 | |||||||||
Gain (loss) recognized in other expense | $ 0 | $ 15.7 | ||||||||
Icahn Parties [Member] | Common Stock[Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share price | $ 48.05 | |||||||||
Repurchase of common stock, shares | 12.5 | |||||||||
Repurchase of common stock, value | $ 600 |
Shareholders' Deficit - Summary
Shareholders' Deficit - Summary of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (856.1) | $ (390) | $ (723.4) | |
Other comprehensive (loss) income before reclassifications, net of tax | (33) | |||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) | (0.8) | |||
Total other comprehensive income (loss) | (29.6) | 30.3 | (2.7) | |
Ending balance | (1,391.5) | (856.1) | (390) | |
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (178.4) | (211.6) | (211.6) | |
Other comprehensive (loss) income before reclassifications, net of tax | (33.2) | 33.2 | 0 | |
Total other comprehensive income (loss) | (33.2) | 33.2 | (2.7) | |
Ending balance | (211.6) | (178.4) | (211.6) | |
Unrealized Gain (Loss) on Derivatives [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (3.8) | (0.9) | 1.8 | |
Other comprehensive (loss) income before reclassifications, net of tax | 0.2 | 1.7 | (1.9) | |
Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) | [1] | (3.4) | (4.6) | 0.8 |
Total other comprehensive income (loss) | 3.6 | (2.9) | ||
Ending balance | (0.2) | (3.8) | (0.9) | |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (182.2) | (212.5) | (209.8) | |
Other comprehensive (loss) income before reclassifications, net of tax | 34.9 | (1.9) | ||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) | [1] | (3.4) | (4.6) | |
Total other comprehensive income (loss) | (29.6) | 30.3 | ||
Ending balance | $ (211.8) | $ (182.2) | $ (212.5) | |
[1] | See Note 2, Basis of Presentation , and Note 11, Derivative Instruments and Hedging Activities , for information regarding the location within the consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the years ended December 31, 2021, 2020, and 2019. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares authorized under 2014 Stock Incentive Plan | 24,800,000 | ||
Common shares remain for future issuance under share-based compensation plans | 7,100,000 | ||
Realized income tax benefit for all awards | $ 10,500,000 | $ 9,600,000 | $ 8,300,000 |
Excess tax benefits on share-based compensation arrangements | 3,500,000 | 3,100,000 | 5,800,000 |
Total vesting date fair value of stock units | $ 3,200,000 | $ 23,000,000 | $ 13,000,000 |
Reserved for issuance under employee stock purchase plan | 4,000,000 | ||
Future issuance of employee stock purchase plan | 3,000,000 | ||
Percent of fair market value for which eligible employees can purchase common shares under employee stock purchase plan | 85.00% | ||
Performance conditions [Member] | First Succeeding Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting percentage | 20.00% | ||
Performance conditions [Member] | Second Succeeding Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting percentage | 20.00% | ||
Performance conditions [Member] | Third Succeeding Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting percentage | 60.00% | ||
Chief Executive Officer [Member] | Performance conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting date | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stock options and SARs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years | ||
SARs [Member] | Performance conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted | 0 | 0 | |
SARs [Member] | Performance conditions [Member] | First Succeeding Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted | 0 | ||
SARs [Member] | Service condition [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted | 0 | 0 | |
SARs [Member] | Stock Incentive Plan Other [Member] | Performance conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period beginning from the grant date | 3 years | ||
Service condition awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 43,600,000 | $ 38,300,000 | $ 31,800,000 |
Unrecognized compensation cost on non-vested stock awards | $ 58,200,000 | ||
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | 1 year 4 months 24 days | ||
Total intrinsic value of awards exercised for options and SARs | $ 19,100,000 | 28,000,000 | 33,700,000 |
Performance condition awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 10,500,000 | 12,700,000 | 6,800,000 |
Unrecognized compensation cost on non-vested stock awards | $ 12,900,000 | ||
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | 1 year 3 months 18 days | ||
Total intrinsic value of awards exercised for options and SARs | $ 6,500,000 | $ 28,800,000 | $ 100,000 |
Performance condition awards [Member] | Independent Director Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period beginning from the grant date | 1 year | ||
Performance condition awards [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting percentage | 0.00% | 0.00% | 0.00% |
Performance condition awards [Member] | Chief Executive Officer [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock unit awards vesting percentage | 200.00% | 200.00% | 200.00% |
Market condition awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of awards exercised for options and SARs | $ 1,100,000 | $ 0 | $ 0 |
Management Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional awards | 0 | ||
2004 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional awards | 0 | ||
2005 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional awards | 0 | ||
Stock Incentive Plan [Member] | Performance condition awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period beginning from the grant date | 3 years | ||
Contractual term | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activities Under Share-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding and nonvested as of December 31, 2020, Number of Shares | [1] | 3,068 | ||
Granted, Number of Shares | [2] | 1,537 | ||
Vested, Number of Shares | [3] | (941) | ||
Forfeited, Number of Shares | [4] | (264) | ||
Outstanding and nonvested as of December 31, 2021, Shares | [1] | 3,400 | 3,068 | |
Number of Shares, Expected to vest as of December 31, 2021 | [5] | 2,955 | ||
Outstanding and nonvested as of December 31, 2020, Weighted Average Grant Date Fair Value Per Share | [1] | $ 44.01 | ||
Granted, Weighted Average Grant Date Fair Value Per Share | [2] | 48.32 | ||
Vested, Weighted Average Grant Date Fair Value Per Share | [3] | 45.19 | ||
Forfeited, Weighted Average Grant Date Fair Value Per Share | [4] | 48.80 | ||
Outstanding and nonvested as of December 31, 2021, Weighted Average Grant Date Fair Value Per Share | [1] | 45.26 | $ 44.01 | |
Expected to vest as of December 31, 2020, Weighted Average Grant Date Fair Value Per Share | [5] | $ 45.07 | ||
SARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Awards Outstanding, Beginning Balance | [6],[7] | 3,737 | ||
Exercised, Number of Awards | [8] | (1,092) | ||
Forfeited, Number of Awards | (23) | |||
Number of Awards Outstanding, Ending Balance | [6] | 2,622 | 3,737 | [7] |
Number of Awards Exercisable, Ending Balance | [9] | 2,622 | ||
Number of Awards Vested and expected to vest, Ending Balance | 2,622 | |||
Weighted Average Exercise Price Per Award Outstanding, Beginning Balance | [6],[7] | $ 27.23 | ||
Exercised, Weighted Average Exercise Price Per Award | [8] | 27.60 | ||
Forfeited, Weighted Average Exercise Price Per Award | 25.03 | |||
Weighted Average Exercise Price Per Award Outstanding, Ending Balance | [6] | 27.10 | $ 27.23 | [7] |
Exercisable, Weighted Average Exercise Price Per Award, Ending Balance | [9] | 27.10 | ||
Weighted Average Exercise Price Per Award, Vested and expected to vest, Ending Balance | $ 27.10 | |||
Weighted Average Remaining Contractual Term Outstanding | [6] | 3 years 9 months 18 days | 4 years 7 months 6 days | [7] |
Exercisable Weighted Average Remaining Contractual Term | [9] | 3 years 9 months 18 days | ||
Weighted Average Remaining Contractual Term, Vested and expected to vest | 3 years 9 months 18 days | |||
Aggregate Intrinsic Value Outstanding | [6] | $ 36.3 | $ 77.8 | [7] |
Exercisable, Aggregate Intrinsic Value | [9] | 36.3 | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 36.3 | |||
[1] | Includes 913,388 and 712,596 performance based stock unit awards as of December 31, 2021 and 2020, respectively, which represents the maximum amount that can vest. | |||
[2] | Includes 447,346 performance-based stock unit awards. | |||
[3] | Includes 117,105 performance-based stock unit awards. | |||
[4] | Includes 129,449 performance-based stock unit awards. | |||
[5] | Includes 539,452 performance-based stock unit awards. | |||
[6] | Includes 0.8 million and 1.1 million performance condition SARs as of December 31, 2021 and 2020, respectively. | |||
[7] | Includes less than 0.1 million market condition SARS as of December 31, 2020. | |||
[8] | Includes less than 0.1 million market condition and 0.3 million performance condition SARs. | |||
[9] | Includes 0.8 million performance condition SARs. |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activities Under Share-Based Compensation Plans (Parenthetical) (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding SARs | 800,000 | ||
Number of Shares, Expected to vest | [1] | 2,955,000 | |
Market condition awards [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding SARs | 100,000 | ||
Exercised SARs | 100,000 | ||
Performance condition SARs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding SARs | 1,100,000 | ||
Exercised SARs | 300,000 | ||
Performance Based Stock Unit Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, granted during period | 447,346 | ||
Number of Shares, Expected to vest | 117,105 | ||
Number of Shares, Forfeited | 129,449 | ||
Number of Shares, Vested | 539,452 | ||
Performance Based Stock Unit Awards [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share based payment awards other than options outstanding and nonvested that can vest maximum | 913,388 | 712,596 | |
[1] | Includes 539,452 performance-based stock unit awards. |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)SegmentCountry | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of countries in which the Company sells products | Country | 95 | |
Number of reportable segments | Segment | 2 | |
Goodwill allocated to the Company's Segment | $ 95.4 | $ 100.5 |
Primary Reporting Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill allocated to the Company's Segment | 92.1 | 97.2 |
China [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill allocated to the Company's Segment | $ 3.3 | $ 3.3 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | $ 5,802.8 | $ 5,541.8 | $ 4,877.1 |
Primary Reporting Segment [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | 5,173.3 | 4,732.2 | 4,125.1 |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | $ 629.5 | $ 809.6 | $ 752 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contribution margin | |||
Total Contribution margin | $ 2,729.8 | $ 2,701.1 | $ 2,470.9 |
Selling, general and administrative expenses | 2,012.1 | 2,075 | 1,940.3 |
Other operating income | (16.4) | (14.5) | (37.5) |
Interest expense | 153.1 | 133 | 153 |
Interest income | 4.4 | 8.8 | 20.6 |
Other expense (income), net | (24.6) | 0 | 15.7 |
Income before income taxes | 560.8 | 516.4 | 451.4 |
Income taxes | 113.6 | 143.8 | 140.4 |
Net income | 447.2 | 372.6 | 311 |
Primary Reporting Segment [Member] | |||
Contribution margin | |||
Total Contribution margin | 2,175.6 | 1,983.6 | 1,793.6 |
China [Member] | |||
Contribution margin | |||
Total Contribution margin | 554.2 | 717.5 | 677.3 |
Other operating income | $ (16.4) | $ (14.5) | $ (31.5) |
Segment Information - Reconci_3
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, General and Administrative Expenses [Member] | China [Member] | |||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Independent service providers service fees costs | $ 350.1 | $ 454 | $ 418.9 |
Segment Information - Schedule
Segment Information - Schedule of Entity-Wide Information, Revenue from External Customers by Products and Services (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer [Line Items] | |||
Total net sales | $ 5,802.8 | $ 5,541.8 | $ 4,877.1 |
Weight Management [Member] | |||
Revenue from External Customer [Line Items] | |||
Total net sales | 3,370.4 | 3,312.8 | 3,012.5 |
Targeted Nutrition [Member] | |||
Revenue from External Customer [Line Items] | |||
Total net sales | 1,636.6 | 1,527.4 | 1,278.5 |
Energy, Sports, and Fitness [Member] | |||
Revenue from External Customer [Line Items] | |||
Total net sales | 551.8 | 437.4 | 352 |
Outer Nutrition [Member] | |||
Revenue from External Customer [Line Items] | |||
Total net sales | 107.8 | 111.3 | 97.3 |
Literature, Promotional and Other [Member] | |||
Revenue from External Customer [Line Items] | |||
Total net sales | $ 136.2 | $ 152.9 | $ 136.8 |
Segment Information - Schedul_2
Segment Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | $ 5,802.8 | $ 5,541.8 | $ 4,877.1 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | 1,386.7 | 1,334.5 | 1,002.6 |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | 629.5 | 809.6 | 752 |
India [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | 519.1 | 349.1 | 321.3 |
Mexico [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | 463.7 | 436.9 | 473.6 |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net sales | $ 2,803.8 | $ 2,611.7 | $ 2,327.6 |
Segment Information - Schedul_3
Segment Information - Schedule of Property, Plant and Equipment and Deferred Tax Assets by Geographic Area (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Property Plant and Equipment and Deferred Tax Assets [Line Items] | |||
Total property, plant, and equipment, net | $ 442.1 | $ 390.2 | $ 371.5 |
Total deferred income tax assets | 220.6 | 200.4 | 182.8 |
United States [Member] | |||
Schedule of Property Plant and Equipment and Deferred Tax Assets [Line Items] | |||
Total property, plant, and equipment, net | 348.3 | 303.2 | 292.4 |
Total deferred income tax assets | 142.6 | 123.8 | 114.5 |
Foreign [Member] | |||
Schedule of Property Plant and Equipment and Deferred Tax Assets [Line Items] | |||
Total property, plant, and equipment, net | 93.8 | 87 | 79.1 |
Total deferred income tax assets | $ 78 | $ 76.6 | $ 68.3 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments Gain Loss [Line Items] | |||
Derivative liability fair value | $ 5.2 | $ 8.1 | |
Derivative asset fair value | 6.9 | 9.4 | |
Cash flow hedges reclassified into earnings over next twelve months | 0.7 | ||
Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative liability fair value | 0.1 | 1 | |
Foreign exchange currency contracts [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative liability fair value | 5.1 | 7.1 | |
Derivative asset fair value | 6.9 | 9.4 | |
Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative aggregate notional amounts | 54.5 | 56.4 | |
Derivative liability fair value | 1.7 | 3.9 | |
Derivative asset fair value | 0.3 | ||
Foreign exchange forward contracts [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative aggregate notional amounts | $ 645 | $ 471 | |
Freestanding derivatives [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative average remaining maturity period | 1 month | 1 month | |
2018 Credit Facility [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative aggregate notional amounts | $ 100 | ||
Derivative, Weighted-average fixed interest rate | 0.98% | ||
Derivative liability fair value | $ 0.1 | $ 1 | |
Minimum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative effective period | 2020-02 | ||
Derivative expiration period | 2022-02 | ||
Minimum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | LIBOR [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative, Weighted-average fixed interest rate | 2.73% | ||
Maximum [Member] | Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative maximum remaining maturity period | 13 months | ||
Maximum [Member] | Foreign exchange forward contracts [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative average remaining maturity period | 12 months | 12 months | |
Maximum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative effective period | 2020-03 | ||
Derivative expiration period | 2023-03 | ||
Maximum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | LIBOR [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative, Weighted-average fixed interest rate | 3.23% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Foreign Currency Forward Contracts Outstanding (Detail) $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Buy Brazilian real sell U.S.D [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 5.77 | |
Derivative, Notional Amount | $ 6.8 | |
Fair Value Gain (Loss) | $ 0.1 | |
Buy British pound sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 0.85 | 0.92 |
Derivative, Notional Amount | $ 3.3 | $ 3.4 |
Fair Value Gain (Loss) | $ 0.1 | |
Buy British pound sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1.34 | |
Derivative, Notional Amount | $ 1.5 | |
Buy Chinese yuan sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 7.73 | 8.14 |
Derivative, Notional Amount | $ 50.5 | $ 52.1 |
Fair Value Gain (Loss) | $ 1.9 | $ (0.1) |
Buy Chinese yuan sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 6.63 | 7.13 |
Derivative, Notional Amount | $ 103.2 | $ 99.3 |
Fair Value Gain (Loss) | $ 3.7 | $ 8.5 |
Buy Colombian peso sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 4,009.53 | 3,422.09 |
Derivative, Notional Amount | $ 1.1 | $ 1.1 |
Buy Danish krone sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 6.59 | 6.10 |
Derivative, Notional Amount | $ 0.9 | $ 1 |
Buy Euro sell Australian dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1.61 | |
Derivative, Notional Amount | $ 1.4 | |
Buy Euro sell British pound [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 0.85 | 0.91 |
Derivative, Notional Amount | $ 8.9 | $ 2.6 |
Fair Value Gain (Loss) | $ (0.1) | |
Buy Euro sell Canadian dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1.45 | 1.56 |
Derivative, Notional Amount | $ 1 | $ 1.1 |
Buy Euro sell Chilean peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 987.89 | 896.37 |
Derivative, Notional Amount | $ 1.1 | $ 2.6 |
Fair Value Gain (Loss) | $ (0.1) | |
Buy Euro sell Chinese yuan [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 7.26 | |
Derivative, Notional Amount | $ 1.8 | |
Buy Euro sell Hong Kong dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 8.81 | 9.49 |
Derivative, Notional Amount | $ 4 | $ 4.4 |
Buy Euro sell Indian rupee [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 85.76 | 90.29 |
Derivative, Notional Amount | $ 3.2 | $ 4.9 |
Fair Value Gain (Loss) | $ (0.1) | |
Buy Euro sell Indonesian rupiah [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 16,154 | 17,189.96 |
Derivative, Notional Amount | $ 11.2 | $ 4.1 |
Fair Value Gain (Loss) | $ 0.1 | |
Buy Euro sell Japanese yen [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 128.73 | |
Derivative, Notional Amount | $ 1.3 | |
Buy Euro sell Israeli shekel [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 3.98 | |
Derivative, Notional Amount | $ 0.9 | |
Buy Euro sell Kazakhstani tenge [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 501 | 520.25 |
Derivative, Notional Amount | $ 1.5 | $ 3.1 |
Buy Euro sell Mexican peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 24.84 | 26.22 |
Derivative, Notional Amount | $ 47.4 | $ 55.7 |
Fair Value Gain (Loss) | $ (1.7) | $ (3.4) |
Buy Euro sell Peruvian nuevo sol [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 4.56 | 4.41 |
Derivative, Notional Amount | $ 2.5 | $ 1.6 |
Buy Euro sell Philippine peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 56.41 | 59.13 |
Derivative, Notional Amount | $ 2.3 | $ 1.2 |
Fair Value Gain (Loss) | $ 0.1 | |
Buy Euro sell Russian ruble [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 84.24 | 92.13 |
Derivative, Notional Amount | $ 10.5 | $ 7.7 |
Fair Value Gain (Loss) | $ 0.2 | $ (0.1) |
Buy Euro sell South African rand [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 18.03 | 18 |
Derivative, Notional Amount | $ 1.6 | $ 5.4 |
Buy Euro sell Taiwan dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 31.28 | 34.30 |
Derivative, Notional Amount | $ 1.8 | $ 1.2 |
Buy Euro sell Thai baht [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 38.04 | |
Derivative, Notional Amount | $ 2.4 | |
Buy Euro sell Turkish lira [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 15.54 | 9.32 |
Derivative, Notional Amount | $ 1.5 | $ 2.9 |
Fair Value Gain (Loss) | $ (0.1) | |
Buy Euro sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1.14 | |
Derivative, Notional Amount | $ 19.3 | |
Buy Euro sell Ukrainian hryvnia [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 31.46 | |
Derivative, Notional Amount | $ 1.5 | |
Buy Euro sell Vietnamese dong [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 25,979 | 27,872.81 |
Derivative, Notional Amount | $ 33.1 | $ 17.5 |
Fair Value Gain (Loss) | $ 0.2 | |
Buy Indian rupee sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 84.85 | |
Derivative, Notional Amount | $ 3.2 | |
Buy Indonesian rupiah sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 14,379.57 | 14,115.17 |
Derivative, Notional Amount | $ 6.9 | $ 7.1 |
Fair Value Gain (Loss) | $ 0.1 | |
Buy Kazakhstani tenge sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 493 | 517.65 |
Derivative, Notional Amount | $ 1.1 | $ 2.4 |
Buy Eur Sell Myr [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 4.77 | 4.98 |
Derivative, Notional Amount | $ 21.3 | $ 1.2 |
Fair Value Gain (Loss) | $ (0.2) | |
Buy Korean won sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1,114.85 | |
Derivative, Notional Amount | $ 10 | |
Fair Value Gain (Loss) | $ 0.2 | |
Buy Mexican peso sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 19.97 | |
Derivative, Notional Amount | $ 35.1 | |
Buy Norwegian krone sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 8.96 | 8.66 |
Derivative, Notional Amount | $ 2.1 | $ 2.2 |
Buy Russian ruble sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 90.11 | |
Derivative, Notional Amount | $ 1.2 | |
Buy Polish zloty sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 4.13 | |
Derivative, Notional Amount | $ 0.9 | |
Buy South African rand sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 16.04 | |
Derivative, Notional Amount | $ 2.6 | |
Buy Swedish krona sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 9.15 | 8.25 |
Derivative, Notional Amount | $ 2 | $ 2.7 |
Buy Taiwan dollar sell U.S. dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 27.61 | 27.67 |
Derivative, Notional Amount | $ 8 | $ 15.2 |
Buy U.S. dollar sell Australian dollar [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 0.76 | |
Derivative, Notional Amount | $ 2 | |
Buy Thai baht sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 38.02 | |
Derivative, Notional Amount | $ 0.9 | |
Buy U.S. dollar sell Brazilian real [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 5.79 | |
Derivative, Notional Amount | $ 18.8 | |
Fair Value Gain (Loss) | $ (0.4) | |
Buy U.S. dollar sell Chinese yuan [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 6.51 | 6.75 |
Derivative, Notional Amount | $ 45.2 | $ 47.1 |
Fair Value Gain (Loss) | $ (0.9) | $ (1.3) |
Buy U.S. dollar sell Colombian peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 4,015.75 | 3,525.72 |
Derivative, Notional Amount | $ 2.1 | $ 4.2 |
Fair Value Gain (Loss) | $ (0.1) | |
Buy U.S. dollar sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1.13 | 1.20 |
Derivative, Notional Amount | $ 169.2 | $ 24.9 |
Fair Value Gain (Loss) | $ (0.8) | $ (0.4) |
Buy U.S. dollar sell Indian rupee [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 75.36 | |
Derivative, Notional Amount | $ 3 | |
Buy U.S. dollar sell Korean won [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 1,179.42 | 1,107.10 |
Derivative, Notional Amount | $ 4 | $ 16.3 |
Fair Value Gain (Loss) | $ (0.3) | |
Buy U.S. dollar sell Mexican peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 22.43 | 21.94 |
Derivative, Notional Amount | $ 10.6 | $ 11.3 |
Fair Value Gain (Loss) | $ (0.2) | $ (0.6) |
Buy U.S. dollar sell Philippine peso [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 50.27 | 48.51 |
Derivative, Notional Amount | $ 6 | $ 8.2 |
Fair Value Gain (Loss) | $ 0.2 | $ (0.1) |
Buy U.S. dollar sell South African rand [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 15.95 | |
Derivative, Notional Amount | $ 3 | |
Buy U.S. dollar sell Thai baht [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 33.71 | 31.08 |
Derivative, Notional Amount | $ 5.9 | $ 3.2 |
Fair Value Gain (Loss) | $ (0.1) | (0.1) |
Buy Ukrainian hryvnia sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 31.62 | |
Derivative, Notional Amount | $ 1.2 | |
Buy Vietnamese dong sell Euro [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Weighted-Average Contract Rate | 25,865 | |
Derivative, Notional Amount | $ 3.3 | |
Foreign exchange forward contracts [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Derivative, Notional Amount | 645 | 471 |
Fair Value Gain (Loss) | $ 1.9 | $ 2.3 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive (loss) Income (Detail) - Derivatives designated as hedging instruments [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income | $ 0.1 | $ 2.3 | $ (1.9) |
Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive (Loss) Income | $ (1.6) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Effect of Cash Flow Hedging Relationships on Consolidated Statements of Income (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments Gain Loss [Line Items] | |||
Cost of sales | $ 1,239.3 | $ 1,150.6 | $ 958 |
Selling, general, and administrative expenses | 2,012.1 | 2,075 | 1,940.3 |
Interest expense | 153.1 | 133 | 153 |
Foreign Exchange Currency Contracts Relating To Inventory Hedges [Member] | Cost of sales [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss to income | (2.4) | 5.1 | (0.2) |
Amount of gain (loss) excluded from assessment of effectiveness recognized in income | (3.6) | (3.3) | (3.3) |
Foreign Exchange Currency Contracts Relating To Intercompany Management Fee Hedges | Selling, General and Administrative Expenses [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss to income | (0.2) | (0.2) | 1 |
Amount of gain (loss) excluded from assessment of effectiveness recognized in income | 0.1 | 0.1 | $ 0.2 |
Interest Rate Swap [Member] | Interest expense [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss to income | $ (0.9) | $ (0.5) |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Not Designated As Hedging Instruments Recorded to Income (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign exchange currency contracts [Member] | Derivatives not designated as hedging instruments [Member] | Selling, general and administrative expenses [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of (Loss) Gain Recognized in Income | $ 5.9 | $ 2.5 | $ 1 |
Income Taxes - Components of In
Income Taxes - Components of Income before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 53.4 | $ 152.5 | $ 48.6 |
Foreign | 507.4 | 363.9 | 402.8 |
Income before income taxes | $ 560.8 | $ 516.4 | $ 451.4 |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Foreign | $ 121.8 | $ 122 | $ 100.6 |
Federal | 20.1 | 13.7 | 22.1 |
State | 5 | 6.1 | 2.3 |
Current Income Tax Expense (Benefit), Total | 146.9 | 141.8 | 125 |
Deferred: | |||
Foreign | (17) | (2.7) | 12.8 |
Federal | (16) | 3.9 | 1.3 |
State | 0.3 | 0.8 | 1.3 |
Deferred Income Tax Expense (Benefit), Total | (33.3) | 2 | 15.4 |
Total | $ 113.6 | $ 143.8 | $ 140.4 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | |||
Accruals not currently deductible | $ 94.9 | $ 98.5 | |
Tax loss and credit carryforwards of certain foreign subsidiaries | 122.7 | 128.3 | |
Tax loss and domestic tax credit carryforwards | 204.5 | 208.7 | |
Deferred compensation plan | 40 | 39.6 | |
Deferred interest expense | 115.5 | 67.4 | |
Inventory reserve | 9.3 | 5.5 | |
Operating lease liabilities | 39.1 | 36.6 | |
Other | 6.5 | 6.6 | |
Gross deferred income tax assets | 632.5 | 591.2 | |
Less: valuation allowance | (411.9) | (390.8) | |
Total deferred income tax assets | 220.6 | 200.4 | $ 182.8 |
Deferred income tax liabilities: | |||
Intangible assets | 72.4 | 71.2 | |
Unremitted foreign earnings | 20.9 | 14.9 | |
Operating lease assets | 34.3 | 32.9 | |
Other | 5.6 | 24.7 | |
Total deferred income tax liabilities | 133.2 | 143.7 | |
Total net deferred tax assets | $ 87.4 | $ 56.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Tax loss and credit carryforwards | $ 122.7 | $ 128.3 | |
Amount of tax loss and credit carryforwards that can be carried forward indefinitely | 20 | ||
U.S. foreign tax credit carryforwards | $ 195.1 | $ 202.1 | |
Effective tax rate applied | 21.00% | 21.00% | 21.00% |
Valuation allowance | $ 411.9 | $ 390.8 | |
Valuation allowance, deferred tax asset, change in amount | 21.1 | 60.5 | $ 11.2 |
Deferred tax liability on unremitted foreign earnings | 20.9 | 22.3 | |
Total amount of unrecognized tax benefits, including related interest and penalties | 102.7 | ||
Total amount of unrecognized tax benefits, including related interest and penalties | 72.5 | 65.9 | 59.9 |
Unrecognized tax benefits excluding interest and penalties that if recognized would affect the effective tax rate | 48.1 | 46.9 | |
Total accrued interest for tax contingencies | 15.1 | 11.4 | 9.1 |
Total accrued penalties for tax contingencies | 3.3 | 1.8 | 1.9 |
Increase (decrease) in interest expense related to uncertain tax positions | 4.1 | 2.4 | 0.7 |
Increase (decrease) in penalties to uncertain tax positions | 1.5 | 0.1 | $ 0.2 |
Amount of unrecognized tax benefits that could decrease within the next 12 months | 6.4 | ||
Decrease in unrecognized tax benefits due to the settlement of audits or resolution of administrative or judicial proceedings | 5.5 | ||
Decrease in unrecognized tax benefits expiration of statute of limitations | $ 0.9 | ||
Earliest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Open tax years by major tax jurisdiction | 2012 | ||
Domestic [Member] | |||
Income Taxes [Line Items] | |||
Domestic research and development tax credit carryforward | $ 12 | $ 9 | |
Domestic [Member] | Earliest Tax Year [Member] | Research and Development [Member] | |||
Income Taxes [Line Items] | |||
Expiration year of tax credit carryforwards | 2035 | ||
United States [Member] | |||
Income Taxes [Line Items] | |||
Unremitted earnings that were permanently reinvested | $ 2,800 | ||
United States [Member] | Earliest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Expiration year of tax loss carryforwards | 2023 | ||
United States [Member] | Latest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Expiration year of U.S. foreign tax credit carryforwards | 2031 | ||
Foreign Country [Member] | Earliest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Operating loss and tax credits carryforwards foreign subject to expiration expiration year | 2022 | ||
Foreign Country [Member] | Latest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Operating loss and tax credits carryforwards foreign subject to expiration expiration year | 2038 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Provision for Income Taxes at Statutory Rate and Provision for Income Taxes at Effective Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at United States statutory rate | $ 117.8 | $ 108.4 | $ 94.8 |
Increase (decrease) in tax resulting from: | |||
Differences between U.S. and foreign tax rates on foreign income, including withholding taxes(1) | 15.1 | (19.5) | 50.9 |
U.S. tax (benefit) on foreign income, net of foreign tax credits | 21.9 | (20.5) | (10.1) |
Increase in valuation allowances(1) | 21.1 | 60.6 | 11.4 |
State taxes, net of federal benefit | 3 | 5.2 | 3.1 |
Unrecognized tax benefits | 9.3 | 3.9 | (6.9) |
Excess tax benefits on equity awards | (3.5) | (3.1) | (5.8) |
Other | 2.9 | 8.8 | 3 |
Total | $ 113.6 | $ 143.8 | $ 140.4 |
Income Taxes - Changes Occurred
Income Taxes - Changes Occurred in Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance of unrecognized tax benefits | $ 52.7 | $ 48.9 | $ 53.5 |
Additions for current year tax positions | 9.2 | 9.7 | 8.4 |
Additions for prior year tax positions | 5.1 | 1.3 | 6.1 |
Reductions for prior year tax positions | (2.3) | (0.6) | (15.4) |
Reductions for audit settlements | (5.2) | (4.7) | (0.1) |
Reductions for the expiration of statutes of limitations | (4.1) | (2.1) | (3.6) |
Changes due to foreign currency translation adjustments | (1.3) | 0.2 | 0 |
Ending balance of unrecognized tax benefits (excluding interest and penalties) | 54.1 | 52.7 | 48.9 |
Interest and penalties associated with unrecognized tax benefits | 18.4 | 13.2 | 11 |
Ending balance of unrecognized tax benefits (including interest and penalties) | $ 72.5 | $ 65.9 | $ 59.9 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | $ 6.9 | $ 9.4 |
Fair value derivative liabilities | 5.2 | 8.1 |
Foreign exchange currency contracts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 6.9 | 9.4 |
Fair value derivative liabilities | 5.1 | 7.1 |
Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | 0.1 | 1 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements, assets total | 6.9 | 9.4 |
Fair value measurements, liabilities total | 5.2 | 8.1 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.3 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Other current liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | 1.7 | 3.9 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Interest Rate Swap [Member] | Other current liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | 0.1 | 1 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as hedging instruments [Member] | Foreign exchange currency contracts [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 6.6 | 9.4 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as hedging instruments [Member] | Foreign exchange currency contracts [Member] | Other current liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | $ 3.4 | $ 3.2 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting of Derivative Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 6.9 | $ 9.4 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (2.2) | (1.8) |
Net Amounts of Assets Presented in the Balance Sheet | 4.7 | 7.6 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 6.9 | 9.4 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (2.2) | (1.8) |
Net Amounts of Assets Presented in the Balance Sheet | $ 4.7 | $ 7.6 |
Fair Value Measurements - Off_2
Fair Value Measurements - Offsetting of Derivative Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 5.2 | $ 8.1 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (2.2) | (1.8) |
Net Amounts of Liabilities Presented in the Balance Sheet | 3 | 6.3 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 5.1 | 7.1 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (2.2) | (1.8) |
Net Amounts of Liabilities Presented in the Balance Sheet | 2.9 | 5.3 |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 1 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | 0 | |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 0.1 | $ 1 |
Transformation Program - Additi
Transformation Program - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total cost of transformation program | $ 12.9 |
Minimum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expected Pre-tax charges | 25 |
Maximum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expected Pre-tax charges | $ 30 |
Transformation Program - Schedu
Transformation Program - Schedule of Costs Related to the Transformation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total cost of transformation program | $ 12.9 |
Professional Fees [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Total cost of transformation program | 9.7 |
Retention and Separation [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Total cost of transformation program | 3 |
Other [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Total cost of transformation program | $ 0.2 |
Transformation Program - Sche_2
Transformation Program - Schedule of Changes in the Liabilities Related to the Transformation Program (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Expenses | $ 12.9 |
Cash Payments | (8.1) |
Non-cash items and other | 0 |
Ending Balance | 4.8 |
Professional Fees [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expenses | 9.7 |
Cash Payments | (7.7) |
Non-cash items and other | 0 |
Ending Balance | 2 |
Retention and Separation [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expenses | 3 |
Cash Payments | (0.2) |
Non-cash items and other | 0 |
Ending Balance | 2.8 |
Others [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expenses | 0.2 |
Cash Payments | (0.2) |
Non-cash items and other | 0 |
Ending Balance | $ 0 |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Accounts - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred compensation plan assets | $ 48.2 | $ 43.8 |
Deferred compensation plan liabilities | 80.5 | 72.3 |
Other Assets [Member] | ||
Deferred income tax assets, net | 118 | 96 |
Other Noncurrent Liabilities [Member] | ||
Deferred Income Tax Liabilities, Net | $ 30.6 | $ 39.3 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Accounts - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Current [Abstract] | ||
Accrued compensation | $ 171.9 | $ 163.8 |
Accrued service fees to China independent service providers | 48.5 | 63.3 |
Accrued advertising, events, and promotion expenses | 55.9 | 67.6 |
Current operating lease liabilities | 42.8 | 35.5 |
Advance sales deposits | 63 | 68.5 |
Income taxes payable | 13.7 | 23 |
Other accrued liabilities | 200 | 235.8 |
Total | $ 595.8 | $ 657.5 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) - Quarterly Net Income, Basic Earnings Per Share and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Net sales | $ 5,802.8 | $ 5,541.8 | $ 4,877.1 |
Gross profit | 4,563.5 | 4,391.2 | 3,919.1 |
Net income | $ 447.2 | $ 372.6 | $ 311 |
Earnings per share: | |||
Basic | $ 4.22 | $ 2.83 | $ 2.26 |
Diluted | $ 4.13 | $ 2.77 | $ 2.20 |