Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HLF | |
Title of 12(b) Security | Common Shares, par value $0.0005 per share | |
Security Exchange Name | NYSE | |
Entity Registrant Name | HERBALIFE NUTRITION LTD. | |
Entity Central Index Key | 0001180262 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 97,883,416 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 1-32381 | |
Entity Tax Identification Number | 98-0377871 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | P.O. Box 309 | |
Entity Address, Address Line Two | Ugland House | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1104 | |
City Area Code | 213 | |
Local Phone Number | 745-0500 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 532.5 | $ 601.5 |
Receivables, net of allowance for doubtful accounts | 85 | 66.9 |
Inventories | 537 | 575.7 |
Prepaid expenses and other current assets | 229.2 | 187.7 |
Total current assets | 1,383.7 | 1,431.8 |
Property, plant, and equipment, at cost, net of accumulated depreciation and amortization | 467.8 | 442.1 |
Operating lease right-of-use assets | 200.7 | 220 |
Marketing-related intangibles and other intangible assets, net | 316.1 | 317.3 |
Goodwill | 87.6 | 95.4 |
Other assets | 269.2 | 313.2 |
Total assets | 2,725.1 | 2,819.8 |
Current liabilities: | ||
Accounts payable | 84.5 | 92 |
Royalty overrides | 329 | 363.2 |
Current portion of long-term debt | 29.5 | 29.4 |
Other current liabilities | 542.5 | 595.8 |
Total current liabilities | 985.5 | 1,080.4 |
Long-term debt, net of current portion | 2,725 | 2,733.2 |
Non-current operating lease liabilities | 187.8 | 201.2 |
Other non-current liabilities | 188.7 | 196.5 |
Total liabilities | 4,087 | 4,211.3 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Common shares, $0.0005 par value; 2.0 billion shares authorized; 97.8 million (2022) and 100.8 million (2021) shares outstanding | 0.1 | 0.1 |
Paid-in capital in excess of par value | 181 | 318.1 |
Accumulated other comprehensive loss | (284.3) | (211.8) |
Accumulated deficit | (1,258.7) | (1,169) |
Treasury stock, at cost, - million (2022) and 10.0 million (2021) shares | 0 | (328.9) |
Total shareholders' deficit | (1,361.9) | (1,391.5) |
Total liabilities and shareholders' deficit | $ 2,725.1 | $ 2,819.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 97,800,000 | 100,800,000 |
Treasury stock shares, at cost | 0 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,295.1 | $ 1,430.9 | $ 4,023.6 | $ 4,484.8 | |
Cost of sales | 285.1 | 305.2 | 908 | 942.7 | |
Gross profit | 1,010 | 1,125.7 | 3,115.6 | 3,542.1 | |
Royalty overrides | 414.4 | 450 | 1,301.1 | 1,409.8 | |
Selling, general, and administrative expenses | [1] | 448.2 | 486.3 | 1,373.1 | 1,498.9 |
Other operating income | 0 | 0 | (14.9) | (16.4) | |
Operating income | 147.4 | 189.4 | 456.3 | 649.8 | |
Interest expense, net | 34.5 | 37.7 | 95.9 | 112 | |
Other expense, net | 0 | 0 | 0 | 24.6 | |
Income before income taxes | 112.9 | 151.7 | 360.4 | 513.2 | |
Income taxes | 30.7 | 34.3 | 93.5 | 104.2 | |
Net income | $ 82.2 | $ 117.4 | $ 266.9 | $ 409 | |
Earnings per share: | |||||
Basic | $ 0.84 | $ 1.11 | $ 2.70 | $ 3.81 | |
Diluted | $ 0.83 | $ 1.09 | $ 2.68 | $ 3.73 | |
Weighted-average shares outstanding: | |||||
Basic | 98 | 105.5 | 98.7 | 107.3 | |
Diluted | 98.8 | 107.8 | 99.7 | 109.8 | |
[1] Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include the portion of service fees to China independent service providers included in selling, general, and administrative expenses, which totaled $ 55.3 million and $ 85.9 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 161.7 million and $ 279.1 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 82.2 | $ 117.4 | $ 266.9 | $ 409 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of income taxes of $0.6 and $(0.6) for the three months ended September 30, 2022 and 2021, respectively, and $0.2 and $0.9 for the nine months ended June 30, 2022 and 2021, respectively | (39.6) | (14.5) | (67.1) | (25.8) |
Unrealized (loss) gain on derivatives, net of income taxes of $-- for both the three months ended September 30, 2022 and 2021, and $-- for both the nine months ended September 30, 2022 and 2021 | (1.6) | 2 | (5.4) | 3.2 |
Total other comprehensive loss | (41.2) | (12.5) | (72.5) | (22.6) |
Total comprehensive income | $ 41 | $ 104.9 | $ 194.4 | $ 386.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0.6 | $ (0.6) | $ 0.2 | $ 0.9 |
Unrealized (loss) gain on derivatives, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 266.9 | $ 409 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 87.2 | 80.1 |
Share-based compensation expenses | 37.5 | 42.3 |
Non-cash interest expense | 5 | 22.4 |
Deferred income taxes | (11.5) | 2.9 |
Inventory write-downs | 29.2 | 16.9 |
Foreign exchange transaction loss | 10 | 10.5 |
Loss on extinguishment of debt | 0 | 24.6 |
Other | (15.1) | 1 |
Changes in operating assets and liabilities: | ||
Receivables | (23.9) | (6.7) |
Inventories | (37.4) | (92.2) |
Prepaid expenses and other current assets | (26.1) | (68.1) |
Accounts payable | (3.7) | 11.8 |
Royalty overrides | (16.8) | (1.7) |
Other current liabilities | (21.8) | (86.2) |
Other | 19.4 | 8.3 |
Net cash provided by operating activities | 298.9 | 374.9 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (113.6) | (104.5) |
Other | 0.2 | (4.4) |
Net cash used in investing activities | (113.4) | (108.9) |
Cash flows from financing activities: | ||
Borrowings from senior secured credit facility, net of discount | 433 | 531.1 |
Principal payments on senior secured credit facility and other debt | (505) | (416) |
Proceeds from senior notes | 0 | 600 |
Repayment of senior notes | 0 | (420.7) |
Debt issuance costs | 0 | (8.4) |
Share repurchases | (146.6) | (909.2) |
Other | 3.4 | 3.2 |
Net cash used in financing activities | (215.2) | (620) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (40) | (13) |
Net change in cash, cash equivalents, and restricted cash | (69.7) | (367) |
Cash, cash equivalents, and restricted cash, beginning of period | 610.4 | 1,054 |
Cash, cash equivalents, and restricted cash, end of period | $ 540.7 | $ 687 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
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 representati ves to customers and preferred customers, as well as through Company-operated retail platforms when necessary. The Company sells its products in five geographic regions: North America; Latin America, which consists of Mexico and South and Central America; EMEA, which consists of Europe, the Middle East, and Africa ; Asia Pacific (excluding China); and China. See Note 6, Segment Information, for further information regarding geographic regions. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or SEC, Regulation S-X. Accordingly, as permitted by Article 10 of the SEC’s Regulation S-X, it does not include all of the information required by generally accepted accounting principles in the U.S., or U.S. GAAP, for complete financial statements. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of the SEC’s Regulation S-X. The Company’s unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 include Herbalife Nutrition Ltd. and all of its direct and indirect subsidiaries. In the opinion of management, the accompanying financial information contains all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, or the 2021 10-K. Operating results for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 . Recently Adopted 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 . 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 requires 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 is 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 adopted this guidance during the first quarter of 2022 using the modified retrospective method and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. As a result of the adoption, on January 1, 2022, the Company increased long-term debt by approximately $ 59.1 million, reduced paid-in capital in excess of par value by approximately $ 136.7 million, and decreased accumulated deficit by approximately $ 77.6 million within its condensed 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 during the first quarter of 2022 did not have a material impact on the Company’s condensed consolidated financial statements. New Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging — Portfolio Layer Method . This ASU improves hedge accounting to better portray the economic results of an entity’s risk management activities in its financial statements. It expands the current last-of-layer method that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio, and to reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The amendments in this update are effective for reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations . This ASU requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs and a rollforward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this update are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements. 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 began recognizing revenue for certain China independent service providers upon delivery as such Members have pricing discretion and increased fulfillment responsibilities and accordingly were 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 majority of 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 condensed 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 is 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. Accounts receivable consist principally of credit card receivables arising from the sale of products to the Company’s Members, and its collection risk is reduced due to geographic dispersion. Credit card receivables were $ 62.4 million and $ 53.0 million as of September 30, 2022 and December 31, 2021, respectively. Substantially all credit card receivables were current as of September 30, 2022 and December 31, 2021 . The Company recorded bad-debt expense related to allowances for the Company’s receivables of less than $ 0.1 million during the three months ended September 30, 2022 and recorded $ 0.2 million during the three months ended September 30, 2021, and $ 0.1 million and $ 0.4 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021 , the Company’s allowance for doubtful accounts was $ 2.8 million and $ 2.5 million, respectively. As of September 30, 2022 and December 31, 2021, the majority of the Company’s total outstanding accounts receivable were current. 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 nine months ended September 30, 2022, the Company recognized substantially all of the revenues that were included within advance sales deposits as of December 31, 2021 and any remaining such balance was not material as of September 30, 2022. Advance sales deposits are included in other current liabilities within the Company’s condensed consolidated balance sheets. See Note 14, 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 $ 2.4 million and $ 3.4 million as of September 30, 2022 and December 31, 2021, respectively. The Company’s products are grouped in five product 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 five 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 6, Segment Information , for further information on the Company’s reportable segments and the Company’s presentation of disaggregated revenue by reportable segment. 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 5, 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. As of September 30, 2022 , the Company believes that the cap to distributor compensation will not be applicable for the current year. 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 $ 14.9 million and $ 16.4 million during the nine months ended September 30, 2022 and 2021 , respectively, in other operating income within its condensed 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. Other Expense, Net During the nine months ended September 30, 2021 , the Company recognized a $ 24.6 million loss on the extinguishment of the 2026 Notes (See Note 4, Long-Term Debt ) in other expense, net within its condensed consolidated statements of income. Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: September 30, December 31, (in millions) Cash and cash equivalents $ 532.5 $ 601.5 Restricted cash included in Prepaid expenses and other current assets 2.5 2.6 Restricted cash included in Other assets 5.7 6.3 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 540.7 $ 610.4 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. 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. 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 condensed 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 condensed 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 three and nine months ended September 30, 2022 . |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories consist primarily of finished goods available for resale. Inventories are stated at lower of cost (primarily on the first-in, first-out basis) and net realizable value. The following are the major classes of inventory: September 30, December 31, (in millions) Raw materials $ 82.5 $ 81.8 Work in process 9.2 8.6 Finished goods 445.3 485.3 Total $ 537.0 $ 575.7 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt Long-term debt consists of the following: September 30, December 31, (in millions) Borrowings under senior secured credit facility, carrying value $ 1,018.1 $ 1,088.6 2.625 % convertible senior notes due 2024 , carrying value 546.7 486.0 7.875 % senior notes due 2025 , carrying value 595.2 594.2 4.875 % senior notes due 2029 , carrying value 593.4 592.8 Other 1.1 1.0 Total 2,754.5 2,762.6 Less: current portion 29.5 29.4 Long-term portion $ 2,725.0 $ 2,733.2 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 condensed 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 FASB ASC Topic 470, Debt , or ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. The debt issuance costs were recognized in interest expense, net within the Company’s condensed 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 condensed 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, net within the Company’s condensed 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, net within the Company’s condensed 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 is currently subject to certain premiums or discounts tied to criteria determined by certain sustainability targets where the applicable margin may increase or decrease up to three basis points. 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 condensed 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, net within the Company’s condensed 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 %. As described above, the applicable margin is currently 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December 31, 2021 , the weighted-average interest rate for borrowings under the 2018 Credit Facility was 3.46 % and 2.62 %, respectively. During the nine months ended September 30, 2022 , the Company borrowed an aggregate amount of $ 433.0 million under the 2018 Credit Facility, all of which was under the 2018 Revolving Credit Facility, and repaid a total amount of $ 504.7 million on amounts outstanding under the 2018 Credit Facility, which included $ 483.0 million of repayments on amounts outstanding under the 2018 Revolving Credit Facility. During the nine months ended September 30, 2021, the Company borrowed an aggregate amount of $ 531.2 million under the 2018 Credit Facility, which included $ 490.0 million under the 2018 Revolving Credit Facility, and repaid a total amount of $ 415.8 million on amounts outstanding under the 2018 Credit Facility, which included $ 60.0 million of prepayment on amounts outstanding under the 2018 Term Loan B and $ 340.0 million of repayments on amounts outstanding under the 2018 Revolving Credit Facility. As of September 30, 2022 and December 31, 2021 , the U.S. dollar amount outstanding under the 2018 Credit Facility was $ 1,022.9 million and $ 1,094.6 million, respectively. Of the $ 1,022.9 million outstanding under the 2018 Credit Facility as of September 30, 2022 , $ 262.9 million was outstanding under the 2018 Term Loan A, $ 660.0 million was outstanding under the 2018 Term Loan B, and $ 100.0 million was outstanding under the 2018 Revolving Credit Facility. 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. There were no outstanding foreign currency borrowings under the 2018 Credit Facility as of September 30, 2022 and December 31, 2021. During the three months ended September 30, 2022 and 2021 , the Company recognized $ 12.6 million and $ 8.9 million, respectively, of interest expense relating to the 2018 Credit Facility, which included $ 0.1 million and $ 0.1 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 0.4 million and $ 0.9 million, respectively, relating to amortization of debt issuance costs. During the nine months ended September 30, 2022 and 2021 , the Company recognized $ 29.5 million and $ 26.1 million, respectively, of interest expense relating to the 2018 Credit Facility, which included $ 0.2 million and $ 0.3 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 1.4 million and $ 1.8 million, respectively, 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 12, Fair Value Measurements . As of September 30, 2022 and December 31, 2021 , the carrying value of the 2018 Term Loan A was $ 262.2 million and $ 278.1 million, respectively, and the fair value was approximately $ 252.7 million and $ 278.0 million, respectively. The fair value of the outstanding borrowings under the 2018 Term Loan B is determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as described in Note 12, Fair Value Measurements . As of September 30, 2022 and December 31, 2021 , the carrying amount of the 2018 Term Loan B was $ 655.9 million and $ 660.5 million, respectively, and the fair value was approximately $ 634.4 million and $ 663.1 million, respectively. The fair value of the outstanding borrowings on the 2018 Revolving Credit Facility approximated its carrying value of $ 100.0 and $ 150.0 million as of September 30, 2022 and December 31, 2021, respectively, due to its variable interest rate which reprices frequently and represents floating market rates. 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 September 30, 2022. In March 2018, prior to the adoption of ASU 2020-06, 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 condensed 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 was being accreted up to its face value prior to the adoption of ASU 2020-06, resulting in additional non-cash interest expense being recognized within the Company’s condensed consolidated statements of income while the 2024 Convertible Notes remain outstanding. Prior to the adoption of ASU 2020-06, the effective-interest rate on the 2024 Convertible Notes was approximately 8.4 % per annum. The equity component was not to be remeasured as long as it continued to meet the conditions for equity classification. 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 prior to the adoption of ASU 2020-06. The $ 9.6 million of debt issuance costs, which was recorded as an additional debt discount on the Company’s condensed consolidated balance sheet, are being amortized over the contractual term of the 2024 Convertible Notes using the effective-interest method. As a result of adopting ASU 2020-06, on January 1, 2022, the Company increased long-term debt by approximately $ 59.1 million, reduced paid-in capital in excess of par value by approximately $ 136.7 million, and decreased accumulated deficit by approximately $ 77.6 million within its condensed consolidated balance sheet. See Note 2, Significant Accounting Policies , for further information on the Company’s adoption of ASU 2020-06. As of September 30, 2022 , the outstanding principal on the 2024 Convertible Notes was $ 550.0 million, the unamortized debt issuance costs were $ 3.3 million, and the carrying amount was $ 546.7 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. 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 condensed consolidated balance sheet. The fair value of the 2024 Convertible Notes was approximately $ 500.3 million as of September 30, 2022 , and the fair value of the liability component relating to the 2024 Convertible Notes was approximately $ 547.4 million as of December 31, 2021. As a result of adopting ASU 2020-06 during the first quarter of 2022, as it relates to the 2024 Convertible Notes, the Company no longer recognizes non-cash interest expense relating to the debt discount. During the three months ended September 30, 2022 and 2021 , the Company recognized $ 4.2 million and $ 10.0 million, respectively, of interest expense relating to the 2024 Convertible Notes, which included zero and $ 6.0 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 0.6 million and $ 0.4 million, respectively, relating to amortization of debt issuance costs. During the nine months ended September 30, 2022 and 2021 , the Company recognized $ 12.5 million and $ 29.6 million, respectively, of interest expense relating to the 2024 Convertible Notes, which included zero and $ 17.6 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 1.7 million and $ 1.2 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 . 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 condensed consolidated balance sheet, are being amortized over the contractual term of the 2025 Notes using the effective-interest method. As of September 30, 2022 , the outstanding principal on the 2025 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 4.8 million, and the carrying amount was $ 595.2 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. 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 condensed consolidated balance sheet. The fair value of the 2025 Notes was approximately $ 545.5 million and $ 639.7 million as of September 30, 2022 and December 31, 2021, respectively, and was determined by utilizing over-the-counter market quotes and yield curves, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements . During the three months ended September 30, 2022 and 2021 , the Company recognized $ 12.2 million and $ 12.1 million, respectively, of interest expense relating to the 2025 Notes, which included $ 0.4 million and $ 0.4 million, respectively, relating to amortization of debt issuance costs. During the nine months ended September 30, 2022 and 2021 , the Company recognized $ 36.5 million and $ 36.4 million, respectively, of interest expense relating to the 2025 Notes, which included $ 1.1 million and $ 1.0 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 condensed 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, net within the Company’s condensed consolidated statement of income during the second quarter of 2021. During the three months ended September 30, 2021, the Company did not recognize interest expense relating to the 2026 Notes. During the nine months ended September 30, 2021 , the Company recognized $ 11.5 million of interest expense relating to the 2026 Notes, which included $ 0.2 million relating to amortization of debt issuance costs. Senior Notes due 2029 In May 2021, the Company issued $ 600.0 million aggregate principal amount of senior notes, or the 2029 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 2029 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 2029 Notes pay interest at a rate of 4.875 % per annum payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The 2029 Notes mature on June 1, 2029 . At any time prior to June 1, 2024, the Company may redeem all or part of the 2029 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 June 1, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the 2029 Notes with the proceeds of one or more equity offerings, at a redemption price equal to 104.875 %, plus accrued and unpaid interest. 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 % The 2029 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 2029 Notes contain customary events of default. The Company incurred approximately $ 7.7 million of issuance costs during the second quarter of 2021 relating to the issuance of the 2029 Notes. The $ 7.7 million of debt issuance costs, which was recorded as a debt discount on the Company’s condensed consolidated balance sheet, are being amortized over the contractual term of the 2029 Notes using the effective-interest method. As of September 30, 2022 , the outstanding principal on the 2029 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 6.6 million, and the carrying amount was $ 593.4 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2021 , the outstanding principal on the 2029 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 7.2 million, and the carrying amount was $ 592.8 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2029 Notes was approximately $ 429.8 million and $ 588.9 million as of September 30, 2022 and December 31, 2021, respectively, and was determined by utilizing over-the-counter market quotes and yield curves, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements . During the three months ended September 30, 2022 and 2021 , the Company recognized $ 7.6 million and $ 7.5 million, respectively, of interest expense relating to the 2029 Notes, which included $ 0.2 million and $ 0.2 million, respectively, relating to amortization of debt issuance costs. During the nine months ended September 30, 2022 and 2021 , the Company recognized $ 22.6 million and $ 10.9 million, respectively, of interest expense relating to the 2029 Notes, which included $ 0.6 million and $ 0.3 million, respectively, relating to amortization of debt issuance costs. Valuation of 2024 Convertible Notes – Level 2 and Level 3 Inputs In order to determine the initial value of the 2024 Convertible Notes, the Company determined the fair value of the liability component of the 2024 Convertible Notes using two valuation methods. The Company reviewed market data that was available for publicly traded, senior, unsecured nonconvertible corporate bonds issued by companies with similar credit ratings. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market yields and credit standing to develop the straight debt yield estimate. The Company also used a lattice model, which included inputs such as stock price, the Convertible Note trading price, volatility and dividend yield to estimate the straight debt yield. The Company combined the results of the two valuation methods to determine the fair value of the liability component of the 2024 Convertible Notes. Most of these inputs are primarily considered Level 2 and Level 3 inputs. Prior to the adoption of ASU 2020-06, the Company used similar valuation approaches to determine the subsequent fair value of the liability component of the 2024 Convertible Notes only for disclosure purposes, which includes using a lattice model and (1) reviewing market data relating to its 2025 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 5. 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 has delayed processing value-added tax, or 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 September 30, 2022 , the Company had $ 16.4 million of Mexico VAT-related assets, of which $ 1.7 million was recognized in prepaid expenses and other current assets and $ 14.7 million was recognized in other assets within its condensed 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. In February 2022, the Company received a mixed verdict which reduced the exposure to the Company. The aggregate combined amount of all these assessments is equivalent to approximately $ 3.8 million, translated at the September 30, 2022 spot rate. The Company is currently litigating these assessments and has issued a surety bond for certain of these amounts. 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 $ 29.7 million, translated at the September 30, 2022 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 $ 11.0 million, translated at the September 30, 2022 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 July 2022, the Company received an unfavorable decision at the first-level administrative court for both the 2013 and 2014 cases which was subsequently reaffirmed by the second-level administrative court. In August 2022, the Company filed an appeal with the second-level administrative court relating to both the 2013 and 2014 cases, and a decision is pending. During September 2018, for the State of Rio de Janeiro, the Company received an assessment in the aggregate amount of approximately $ 6.5 million, translated at the September 30, 2022 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 $ 10.3 million, translated at the September 30, 2022 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 $ 1.9 million, translated at the September 30, 2022 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 $ 12.6 million, translated at the September 30, 2022 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 for tax and interest of approximately $ 17.7 million, and $ 17.3 million for those respective years, translated at the September 30, 2022 spot rate. These assessments are subject to penalty 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, 2020, and 2021 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 i s $ 24.6 million, translated at the September 30, 2022 spot rate. The Company paid the assessment in order to litigate the case and has recognized these payments in other current assets within its consolidated balance sheet as of September 30, 2022. 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. In May 2022, the High Court issued a favorable verdict to the Company on narrow technical grounds without addressing the core of the Company's arguments. The Company filed a limited scope appeal to Supreme Court of Korea on the core of the Company's arguments where the Supreme Court declined the Company's appeal but upheld the favorable verdict that was issued by the High Court. Therefore, despite the existing customs assessment being nullified the Korea Customs Service can still issue a new assessment to the Company for the same period. In October 2022, the Korea Customs service refunded the $ 24.6 million assessed amount to the Company since the assessment had been nullified by the Courts. 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 $ 8.0 million, translated at the September 30, 2022 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its condensed consolidated balance sheet as of September 30, 2022 . 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 $ 12.5 million, translated at the September 30, 2022 spot rate. The Company paid the assessment in September 2020 and has recognized this payment in other assets within its condensed consolidated balance sheet as of September 30, 2022 . 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 $ 10.1 million, translated at the September 30, 2022 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its condensed consolidated balance sheet as of September 30, 2022. The Company is currently litigating all of these assessments 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 assessments 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. 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. T he 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 condensed 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 liabilit y or wrongdoing, the Company and the plaintiffs have reached a 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 September 30, 2022 , this amount has been adequately reserved for within the Company’s condensed consolidated financial statements. The settlement is subject to the preliminary and final approval of the U.S. District Court for the Central District of California. The preliminary approval hearing took place on October 24, 2022, and the U.S. District Court for the Central District of California has not yet issued a ruling. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 6. Segment 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. The Company sells products in 95 markets throughout the world. The Company was previously organized and managed by six geographic regions: North America, Mexico, South and Central America, EMEA, Asia Pacific, and Chin a. In order to simplify the understanding of the Company's performance and ongoing trends of the business and align with the Company's organizational structure, the Company combined its Mexico geographic region with its South and Central America region, into one geographic region now named Latin America; therefore, the Company had five geographic regions as of September 30, 2022. 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. Although, the Company reduced its operating segments from six to five during the third quarter of 2022, this change did not impact the Company’s two reportable segments and therefore, the historical reportable segment disclosures below did not need to be restated. Operating information for the two reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Net sales: Primary Reporting Segment $ 1,184.5 $ 1,276.9 $ 3,703.7 $ 3,985.7 China 110.6 154.0 319.9 499.1 Total net sales $ 1,295.1 $ 1,430.9 $ 4,023.6 $ 4,484.8 Contribution margin(1): Primary Reporting Segment $ 500.8 $ 538.8 $ 1,539.3 $ 1,690.3 China 94.8 136.9 275.2 442.0 Total contribution margin $ 595.6 $ 675.7 $ 1,814.5 $ 2,132.3 Selling, general, and administrative expenses(1) 448.2 486.3 1,373.1 1,498.9 Other operating income — — ( 14.9 ) ( 16.4 ) Interest expense, net 34.5 37.7 95.9 112.0 Other expense, net — — — 24.6 Income before income taxes 112.9 151.7 360.4 513.2 Income taxes 30.7 34.3 93.5 104.2 Net income $ 82.2 $ 117.4 $ 266.9 $ 409.0 (1) Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include the portion of service fees to China independent service providers included in selling, general, and administrative expenses, which totaled $ 55.3 million and $ 85.9 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 161.7 million and $ 279.1 million for the nine months ended September 30, 2022 and 2021 , respectively. The following table sets forth net sales by geographic area: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Net sales: United States $ 308.8 $ 345.3 $ 959.4 $ 1,093.0 India 192.9 140.3 508.5 380.5 Mexico 114.8 117.5 357.1 354.5 China 110.6 154.0 319.9 499.1 Others 568.0 673.8 1,878.7 2,157.7 Total net sales $ 1,295.1 $ 1,430.9 $ 4,023.6 $ 4,484.8 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 7. Share-Based Compensation The Company has share-based compensation plans, which are more fully described in Note 9, Share-Based Compensation , to the Consolidated Financial Statements included in the 2021 10-K. During the nine months ended September 30, 2022, the Company granted restricted stock units subject to service conditions and restricted stock units subject to service and performance conditions. Share-based compensation expense amounted to $ 11.4 million and $ 14.4 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 37.5 million and $ 42.3 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 , the total unrecognized compensation cost related to all non-vested stock awards was $ 78.6 million and the related weighted-average period over which it is expected to be recognized is approximately 1.5 years. The following table summarizes the activity for all stock appreciation rights, or SARs, under the Company’s share-based compensation plans for the nine months ended September 30, 2022: 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, 2021(2) 2,622 $ 27.10 3.8 years $ 36.3 Granted — $ — Exercised ( 55 ) $ 23.18 Forfeited ( 226 ) $ 24.70 Outstanding as of September 30, 2022(2) 2,341 $ 27.42 3.2 years $ 2.2 Exercisable as of September 30, 2022(2) 2,341 $ 27.42 3.2 years $ 2.2 Vested and expected to vest as of September 30, 2022 2,341 $ 27.42 3.2 years $ 2.2 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the SARs. (2) Includes 0.8 million performance condition SARs . There were no SARs granted during the three and nine months ended September 30, 2022 and 2021. The total intrinsic value of SARs exercised during the three months ended September 30, 2022 and 2021 was less than $ 0.1 million and $ 1.6 million, respectively. The total intrinsic value of SARs exercised during the nine months ended September 30, 2022 and 2021 was $ 0.4 million and $ 25.7 million, respectively. The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the nine months ended September 30, 2022: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2021(1) 3,400 $ 45.26 Granted(2) 2,075 $ 36.06 Vested ( 800 ) $ 48.69 Forfeited(3) ( 318 ) $ 42.82 Outstanding and nonvested as of September 30, 2022(1) 4,357 $ 40.43 Expected to vest as of September 30, 2022(4) 3,463 $ 40.15 (1) Includes 1,387,708 and 913,388 performance-based restricted stock units as of September 30, 2022 and December 31, 2021 , respectively, which represents the maximum amount that can vest. (2) Includes 559,430 performance-based restricted stock units. (3) Includes 94,110 performance-based restricted stock units (4) Includes 564,871 performance-based restricted stock units. The total vesting date fair value of restricted stock units which vested during the three months ended September 30, 2022 and 2021 was $ 0.2 million and $ 0.4 million, respectively. The total vesting date fair value of restricted stock units which vested during the nine months ended September 30, 2022 and 2021 was $ 33.7 million and $ 37.8 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income taxes were $ 30.7 million and $ 34.3 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 93.5 million and $ 104.2 million for the nine months ended September 30, 2022 and 2021 , respectively. The effective income tax rate was 27.2 % and 22.6 % for the three months ended September 30, 2022 and 2021 , respectively, and 25.9 % and 20.3 % for the nine months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate for the three months ended September 30, 2022 as compared to the same period in 2021 was primarily due to changes in the geographic mix of the Company's income, partially offset by an increase in tax benefit from discrete events. The increase in the effective tax rate for the nine months ended September 30, 2022 as compared to the same period in 2021 was primarily due to changes in the geographic mix of the Company's income and a decrease in tax benefits from discrete events. As of September 30, 2022 , the total amount of unrecognized tax benefits, including related interest and penalties, was $ 82.9 million. If the total amount of unrecognized tax benefits was recognized, $ 55.7 million of unrecognized tax benefits, $ 17.3 million of interest, and $ 3.1 million of penalties would impact the effective tax rate. The Company believes that it is reasonably possible that the amount of unrecognized tax benefits could decrease by up to approximately $ 8.7 million within the next twelve months. Of this possible decrease, $ 7.8 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 the settlement of audits or resolution of administrative or judicial proceedings. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 9. 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, net within the Company’s condensed consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. As of September 30, 2022 and December 31, 2021 , the aggregate notional amounts of interest rate swap agreements outstanding were approximately $ 25.0 million and $ 100.0 million, respectively. As of September 30, 2022 , the remaining $ 25.0 million notional swap agreement provides for the Company to pay interest at a fixed rate of 0.52 %, effectively fixing the interest rate on such notional amounts at an effective rate of, depending on the Company’s total leverage ratio, between 2.27 % and 2.77 %. The fair values of the interest rate swap agreements are based on third-party bank quotes, and as of September 30, 2022 and December 31, 2021 , the Company recorded assets at fair value of $ 0.4 million and liabilities at fair value of $ 0.1 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 condensed 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 condensed 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 condensed 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 September 30, 2022 and December 31, 2021 , the aggregate notional amounts of all foreign currency contracts outstanding designated as cash flow hedges were approximately $ 63.9 million and $ 54.5 million, respectively. As of September 30, 2022 , these outstanding contracts were expected to mature over the next fifteen months. The Company’s derivative financial instruments are recorded on the condensed consolidated balance sheets at fair value based on third-party quotes. As of September 30, 2022 , the Company recorded assets at fair value of $ 1.8 million and liabilities at fair value of $ 6.4 million relating to all outstanding foreign currency contracts designated as cash flow hedges. 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. The Company assesses hedge effectiveness at least quarterly and the hedges remained effective as of September 30, 2022 and December 31, 2021. As of both September 30, 2022 and December 31, 2021 , 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. As of September 30, 2022 , the Company had aggregate notional amounts of approximately $ 704.9 million of foreign currency contracts, inclusive of freestanding contracts and contracts designated as cash flow hedges. The following tables summarize the derivative activity during the three and nine months ended September 30, 2022 and 2021 relating to all the Company’s derivatives. Gains and Losses on Derivative Instruments The following table summarize s gains (losses) relating to derivative instruments recorded in other comprehensive income (loss) during the three and nine months ended September 30, 2022 and 2021: Amount of (Loss) Gain Recognized in Other Comprehensive Loss Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ ( 3.1 ) $ 0.9 $ ( 7.4 ) $ 0.7 Interest rate swaps 0.1 ( 0.1 ) 0.5 ( 0.1 ) As of September 30, 2022 , 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 $ 5.9 million. The effect of cash flow hedging relationships on the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2022 and 2021 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Three Months Ended September 30, September 30, Cost of sales Selling, general, and administrative expenses Interest expense, net Cost of sales Selling, general, and administrative expenses Interest expense, net (in millions) Total amounts presented in the condensed consolidated statements of income $ 285.1 $ 448.2 $ 34.5 $ 305.2 $ 486.3 $ 37.7 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 1.9 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 1.4 ) — — ( 0.9 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain reclassified from accumulated other comprehensive loss to income — 0.9 — — — — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — — — — Interest rate swaps: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — — 0.2 — — ( 0.3 ) 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 Nine Months Ended September 30, September 30, Cost of sales Selling, general, and administrative expenses Interest expense, net Cost of sales Selling, general, and administrative expenses Interest expense, net (in millions) Total amounts presented in the condensed consolidated statements of income $ 908.0 $ 1,373.1 $ 95.9 $ 942.7 $ 1,498.9 $ 112.0 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 2.7 ) — — ( 1.5 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 4.2 ) — — ( 3.0 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — 1.8 — — ( 0.3 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — — — — ( 0.7 ) 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 three and nine months ended September 30, 2022 and 2021: Amount of Gain Recognized in Income Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Location of Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ 4.6 $ 2.8 $ 6.1 $ 3.7 Selling, general, and administrative expenses The Company reports its derivatives at fair value as either assets or liabilities within its condensed consolidated balance sheets. See Note 12, Fair Value Measurements, for information on derivative fair values and their condensed consolidated balance sheets location as of September 30, 2022 and December 31, 2021 . |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | 10. Shareholders’ Deficit Changes in shareholders’ deficit for the three months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, 2022 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.2 1.2 Additional capital from share-based compensation 11.4 11.4 Repurchases of — common shares — ( 0.1 ) — ( 0.1 ) Retirement of treasury stock 328.9 ( 17.3 ) ( 311.6 ) — Net income 82.2 82.2 Foreign currency translation adjustment, net of income taxes of $ 0.6 ( 39.6 ) ( 39.6 ) Unrealized loss on derivatives, net of income taxes of $ — ( 1.6 ) ( 1.6 ) Balance as of September 30, 2022 $ 0.1 $ — $ 181.0 $ ( 284.3 ) $ ( 1,258.7 ) $ ( 1,361.9 ) Three Months Ended September 30, 2021 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of June 30, 2021 $ 0.1 $ ( 328.9 ) $ 306.1 $ ( 192.3 ) $ ( 1,076.2 ) $ ( 1,291.2 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.2 1.2 Additional capital from share-based compensation 14.4 14.4 Repurchases of 3.5 common shares — ( 9.6 ) ( 153.1 ) ( 162.7 ) Net income 117.4 117.4 Foreign currency translation adjustment, net of income taxes of $( 0.6 ) ( 14.5 ) ( 14.5 ) Unrealized gain on derivatives, net of income taxes of $ — 2.0 2.0 Balance as of September 30, 2021 $ 0.1 $ ( 328.9 ) $ 312.1 $ ( 204.8 ) $ ( 1,111.9 ) $ ( 1,333.4 ) Changes in shareholders’ deficit for the nine months ended September 30, 2022 and 2021 were as follows: Nine Months Ended September 30, 2022 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2021 $ 0.1 $ ( 328.9 ) $ 318.1 $ ( 211.8 ) $ ( 1,169.0 ) $ ( 1,391.5 ) Issuance of 1.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 3.4 3.4 Additional capital from share-based compensation 37.5 37.5 Repurchases of 4.1 common shares — ( 24.0 ) ( 122.6 ) ( 146.6 ) Retirement of treasury stock 328.9 ( 17.3 ) ( 311.6 ) — Net income 266.9 266.9 Foreign currency translation adjustment, net of income taxes of $ 0.2 ( 67.1 ) ( 67.1 ) Unrealized loss on derivatives, net of income taxes of $ — ( 5.4 ) ( 5.4 ) Cumulative effect of accounting change relating to adoption of ASU 2020-06 ( 136.7 ) 77.6 ( 59.1 ) Balance as of September 30, 2022 $ 0.1 $ — $ 181.0 $ ( 284.3 ) $ ( 1,258.7 ) $ ( 1,361.9 ) Nine Months Ended September 30, 2021 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2020 $ 0.1 $ ( 328.9 ) $ 342.3 $ ( 182.2 ) $ ( 687.4 ) $ ( 856.1 ) Issuance of 1.6 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 3.2 3.2 Additional capital from share-based compensation 42.3 42.3 Repurchases of 18.8 common shares — ( 75.7 ) ( 833.5 ) ( 909.2 ) Net income 409.0 409.0 Foreign currency translation adjustment, net of income taxes of $ 0.9 ( 25.8 ) ( 25.8 ) Unrealized gain on derivatives, net of income taxes of $ — 3.2 3.2 Balance as of September 30, 2021 $ 0.1 $ ( 328.9 ) $ 312.1 $ ( 204.8 ) $ ( 1,111.9 ) $ ( 1,333.4 ) 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 September 30, 2022 , the remaining authorized capacity under the Company’s $ 1.5 billion share repurchase program was approximately $ 985.5 million. During the nine months ended September 30, 2022 , the Company repurchased approximately 3.7 million of its common shares through open-market purchases at an aggregate cost of approximately $ 131.8 million, or an average cost of $ 35.73 per share, and subsequently retired these shares. 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 nine months ended September 30, 2021, the Company repurchased approximately 5.7 million of its common shares through open-market purchases at an aggregate cost of approximately $ 281.1 million, or an average cost of $ 49.27 per share, and subsequently retired these shares. In total, during the nine months ended September 30, 2021, the Company repurchased approximately 18.2 million of its common shares at an aggregate cost of approximately $ 881.1 million, or an average cost of $ 48.43 per share. As of December 31, 2021 , 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 were reflected at cost within the Company’s accompanying condensed consolidated balance sheet as of December 31, 2021. Although these shares were owned by an indirect wholly-owned subsidiary of the Company and remained legally outstanding, they were reflected as treasury shares under U.S. GAAP and therefore reduced the number of common shares outstanding within the Company’s condensed 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, remained outstanding on the books and records of the Company’s transfer agent and therefore still carried voting and other share rights related to ownership of the Company’s common shares, which could be exercised. So long as it was consistent with applicable laws, such shares were 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 August 2022, the Company retired these 10.0 million treasury shares and as a result the amount of its treasury shares reflected at cost within the Company's accompanying condensed consolidated balance sheet decreased by $ 328.9 million as of September 30, 2022, compared to December 31, 2021. The Company also allocated the excess of the original repurchase price of these common shares over the par value of the shares acquired between shareholders deficit and additional paid-in capital. As a result of the retirement of its treasury shares these approximately 10 million shares no longer remained legally outstanding as of September 30, 2022. 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 condensed 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 three and nine months ended September 30, 2022 and 2021, 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 condensed consolidated balance sheets. For the nine months ended September 30, 2022 and 2021 , the Company’s share repurchases, inclusive of transaction costs, were $ 131.8 million and $ 881.1 million, respectively, under the Company’s share repurchase programs, and $ 14.8 million and $ 28.1 million, respectively, due to shares withheld for tax purposes related to the Company’s share-based compensation plans. For the nine months ended September 30, 2022 and 2021 , the Company’s total share repurchases, including shares withheld for tax purposes, were $ 146.6 million and $ 909.2 million, respectively, and have been recorded as an increase to shareholders’ deficit within the Company’s condensed consolidated balance sheets. Accumulated Other Comprehensive Loss The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended September 30, 2022 and 2021: Changes in Accumulated Other Comprehensive Loss by Component Three Months Ended September 30, September 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Derivatives Total (in millions) Beginning balance $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) $ ( 189.7 ) $ ( 2.6 ) $ ( 192.3 ) Other comprehensive (loss) income before reclassifications, net of tax ( 39.6 ) ( 2.6 ) ( 42.2 ) ( 14.5 ) 0.9 ( 13.6 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.0 1.0 — 1.1 1.1 Total other comprehensive (loss) income, net of reclassifications ( 39.6 ) ( 1.6 ) ( 41.2 ) ( 14.5 ) 2.0 ( 12.5 ) Ending balance $ ( 278.7 ) $ ( 5.6 ) $ ( 284.3 ) $ ( 204.2 ) $ ( 0.6 ) $ ( 204.8 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the three months ended September 30, 2022 and 2021 . Other comprehensive loss before reclassifications was net of tax expense of $ 0.6 million for foreign currency translation adjustments for the three months ended September 30, 2022. Other comprehensive loss before reclassifications was net of tax benefit of $ 0.6 million for foreign currency translation adjustments for the three months ended September 30, 2021. The following table summarizes changes in accumulated other comprehensive loss by component during the nine months ended September 30, 2022 and 2021: Changes in Accumulated Other Comprehensive Loss by Component Nine Months Ended September 30, September 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Derivatives Total (in millions) Beginning balance $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) $ ( 178.4 ) $ ( 3.8 ) $ ( 182.2 ) Other comprehensive (loss) income before reclassifications, net of tax ( 67.1 ) ( 6.5 ) ( 73.6 ) ( 25.8 ) 0.7 ( 25.1 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.1 1.1 — 2.5 2.5 Total other comprehensive (loss) income, net of reclassifications ( 67.1 ) ( 5.4 ) ( 72.5 ) ( 25.8 ) 3.2 ( 22.6 ) Ending balance $ ( 278.7 ) $ ( 5.6 ) $ ( 284.3 ) $ ( 204.2 ) $ ( 0.6 ) $ ( 204.8 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the nine months ended September 30, 2022 and 2021 . Other comprehensive loss before reclassifications was net of tax expense of $ 0.2 million for foreign currency translation adjustments for the nine months ended September 30, 2022. Other comprehensive loss before reclassifications was net of tax expense of $ 0.9 million for foreign currency translation adjustments for the nine months ended September 30, 2021 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. 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 SARs, restricted 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: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Weighted-average shares used in basic computations 98.0 105.5 98.7 107.3 Dilutive effect of exercise of equity grants outstanding 0.8 2.3 1.0 2.5 Weighted-average shares used in diluted computations 98.8 107.8 99.7 109.8 There were an aggregate of 5.1 million and 1.1 million of equity grants, consisting of SARs and restricted stock units, that were outstanding during the three months ended September 30, 2022 and 2021 , respectively, and an aggregate of 4.2 million and 1.1 million of equity grants, consisting of SARs and restricted stock units, that were outstanding during the nine months ended September 30, 2022 and 2021, 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. 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 if-converted 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 three and nine months ended September 30, 2022 and 2021, 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 three and nine months ended September 30, 2022 and 2021. The initial conversion rate and conversion price for the 2024 Convertible Notes are described further in Note 4, Long-Term Debt . See Note 10, Shareholders’ Deficit , for a discussion of how common shares repurchased by the Company’s indirect wholly-owned subsidiary are treated under U.S. GAAP. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. 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 condensed 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 September 30, 2022 and December 31, 2021: Significant Other Observable Inputs (Level 2) Fair Value as of September 30, 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 $ 1.8 $ 0.3 Prepaid expenses and other current assets Interest rate swaps 0.4 — Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 12.1 6.6 Prepaid expenses and other current assets $ 14.3 $ 6.9 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 6.4 $ 1.7 Other current liabilities Interest rate swaps — 0.1 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 7.4 3.4 Other current liabilities $ 13.8 $ 5.2 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 of money market funds and foreign and domestic bank accounts. 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’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 , to the Consolidated Financial Statements included in the 2021 10-K for a further description of the Company’s 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 condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021: 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) September 30, 2022 Foreign exchange currency contracts $ 13.9 $ ( 7.1 ) $ 6.8 Interest rate swaps 0.4 — 0.4 Total $ 14.3 $ ( 7.1 ) $ 7.2 December 31, 2021 Foreign exchange currency contracts $ 6.9 $ ( 2.2 ) $ 4.7 Total $ 6.9 $ ( 2.2 ) $ 4.7 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) September 30, 2022 Foreign exchange currency contracts $ 13.8 $ ( 7.1 ) $ 6.7 Total $ 13.8 $ ( 7.1 ) $ 6.7 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 The Company offsets all of its derivative assets and derivative liabilities in its condensed consolidated balance sheets to the extent it maintains master netting arrangements with related financial institutions. As of September 30, 2022 and December 31, 2021 , 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 | 9 Months Ended |
Sep. 30, 2022 | |
Transformation Programs Text Block [Abstract] | |
Transformation Program | 13. Transformation Program In 2021, the Company initiated the rollout of its 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 $ 2.9 million and $ 7.7 million was recognized in selling, general, and administrative expenses within its condensed consolidated statements of income during the three and nine months ended September 30, 2022, respectively. 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 or when it will be completed. Costs related to the Transformation Program were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cumulative costs incurred to date as of September 30, 2022 (in millions) Professional fees $ 1.8 $ 3.9 $ 4.9 $ 7.6 $ 14.6 Retention and separation 1.1 — 2.8 — 5.8 Other — — — — 0.2 Total $ 2.9 $ 3.9 $ 7.7 $ 7.6 $ 20.6 Changes in the liabilities related to the Transformation Program, which were recognized in other current liabilities within the Company’s condensed consolidated balance sheets, were as follows: Professional Fees Retention and Separation Other Total (in millions) Balance as of December 31, 2021 $ 2.0 $ 2.8 $ — $ 4.8 Expenses 4.9 2.8 — 7.7 Cash payments ( 6.9 ) ( 4.4 ) — ( 11.3 ) Non-cash items and other 0.8 — — 0.8 Balance as of September 30, 2022 $ 0.8 $ 1.2 $ — $ 2.0 |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Detail of Certain Balance Sheet Accounts | 14. Detail of Certain Balance Sheet Accounts Other Assets The Other assets on the Company’s accompanying condensed consolidated balance sheets included deferred compensation plan assets of $ 38.0 million and $ 48.2 million and deferred tax assets of $ 127.1 million and $ 118.0 million as of September 30, 2022 and December 31, 2021, respectively. Other Current Liabilities Other current liabilities consisted of the following: September 30, December 31, (in millions) Accrued compensation $ 107.5 $ 171.9 Accrued service fees to China independent service providers 35.0 48.5 Accrued advertising, events, and promotion expenses 67.7 55.9 Current operating lease liabilities 35.5 42.8 Advance sales deposits 78.5 63.0 Income taxes payable 11.7 13.7 Other accrued liabilities 206.6 200.0 Total $ 542.5 $ 595.8 Other Non-Current Liabilities The Other non-current liabilities on the Company’s accompanying condensed consolidated balance sheets included deferred compensation plan liabilities of $ 65.1 million and $ 80.5 million and deferred income tax liabilities of $ 30.0 m illion and $ 30.6 million as of September 30, 2022 and December 31, 2021, respectively. See Note 6, Employee Compensation Plans , to the Consolidated Financial Statements included in the 2021 10-K for a further description of the Company’s deferred compensation plan assets and liabilities. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or SEC, Regulation S-X. Accordingly, as permitted by Article 10 of the SEC’s Regulation S-X, it does not include all of the information required by generally accepted accounting principles in the U.S., or U.S. GAAP, for complete financial statements. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of the SEC’s Regulation S-X. The Company’s unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 include Herbalife Nutrition Ltd. and all of its direct and indirect subsidiaries. In the opinion of management, the accompanying financial information contains all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, or the 2021 10-K. Operating results for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 . |
Recently Adopted Pronouncements | Recently Adopted 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 . 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 requires 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 is 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 adopted this guidance during the first quarter of 2022 using the modified retrospective method and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. As a result of the adoption, on January 1, 2022, the Company increased long-term debt by approximately $ 59.1 million, reduced paid-in capital in excess of par value by approximately $ 136.7 million, and decreased accumulated deficit by approximately $ 77.6 million within its condensed 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 during the first quarter of 2022 did not have a material impact on the Company’s condensed consolidated financial statements. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging — Portfolio Layer Method . This ASU improves hedge accounting to better portray the economic results of an entity’s risk management activities in its financial statements. It expands the current last-of-layer method that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio, and to reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The amendments in this update are effective for reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations . This ASU requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs and a rollforward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this update are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements. |
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 began recognizing revenue for certain China independent service providers upon delivery as such Members have pricing discretion and increased fulfillment responsibilities and accordingly were 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 majority of 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 condensed 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 is 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. Accounts receivable consist principally of credit card receivables arising from the sale of products to the Company’s Members, and its collection risk is reduced due to geographic dispersion. Credit card receivables were $ 62.4 million and $ 53.0 million as of September 30, 2022 and December 31, 2021, respectively. Substantially all credit card receivables were current as of September 30, 2022 and December 31, 2021 . The Company recorded bad-debt expense related to allowances for the Company’s receivables of less than $ 0.1 million during the three months ended September 30, 2022 and recorded $ 0.2 million during the three months ended September 30, 2021, and $ 0.1 million and $ 0.4 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021 , the Company’s allowance for doubtful accounts was $ 2.8 million and $ 2.5 million, respectively. As of September 30, 2022 and December 31, 2021, the majority of the Company’s total outstanding accounts receivable were current. 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 nine months ended September 30, 2022, the Company recognized substantially all of the revenues that were included within advance sales deposits as of December 31, 2021 and any remaining such balance was not material as of September 30, 2022. Advance sales deposits are included in other current liabilities within the Company’s condensed consolidated balance sheets. See Note 14, 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 $ 2.4 million and $ 3.4 million as of September 30, 2022 and December 31, 2021, respectively. The Company’s products are grouped in five product 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 five 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 6, Segment Information , for further information on the Company’s reportable segments and the Company’s presentation of disaggregated revenue by reportable segment. |
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 5, 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. As of September 30, 2022 , the Company believes that the cap to distributor compensation will not be applicable for the current year. |
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 $ 14.9 million and $ 16.4 million during the nine months ended September 30, 2022 and 2021 , respectively, in other operating income within its condensed 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. |
Other Expense, Net | Other Expense, Net During the nine months ended September 30, 2021 , the Company recognized a $ 24.6 million loss on the extinguishment of the 2026 Notes (See Note 4, Long-Term Debt ) in other expense, net within its condensed consolidated statements of income. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: September 30, December 31, (in millions) Cash and cash equivalents $ 532.5 $ 601.5 Restricted cash included in Prepaid expenses and other current assets 2.5 2.6 Restricted cash included in Other assets 5.7 6.3 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 540.7 $ 610.4 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. |
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. 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 condensed 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 condensed 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 three and nine months ended September 30, 2022 . |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows: September 30, December 31, (in millions) Cash and cash equivalents $ 532.5 $ 601.5 Restricted cash included in Prepaid expenses and other current assets 2.5 2.6 Restricted cash included in Other assets 5.7 6.3 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 540.7 $ 610.4 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Classes of Inventory | The following are the major classes of inventory: September 30, December 31, (in millions) Raw materials $ 82.5 $ 81.8 Work in process 9.2 8.6 Finished goods 445.3 485.3 Total $ 537.0 $ 575.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Long-Term Debt | Long-term debt consists of the following: September 30, December 31, (in millions) Borrowings under senior secured credit facility, carrying value $ 1,018.1 $ 1,088.6 2.625 % convertible senior notes due 2024 , carrying value 546.7 486.0 7.875 % senior notes due 2025 , carrying value 595.2 594.2 4.875 % senior notes due 2029 , carrying value 593.4 592.8 Other 1.1 1.0 Total 2,754.5 2,762.6 Less: current portion 29.5 29.4 Long-term portion $ 2,725.0 $ 2,733.2 |
Annual Scheduled Principal Payments of Debt | As of September 30, 2022, annual scheduled principal payments of debt were as follows: Principal Payments (in millions) 2022 $ 7.3 2023 29.5 2024 586.5 2025 1,550.7 2026 — Thereafter 600.0 Total $ 2,774.0 |
7.875% Senior Notes Due 2025 [Member] | |
Schedule of Redemption Prices Express as a Percentage of Principal Amount | 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 % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Operating information for the two reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Net sales: Primary Reporting Segment $ 1,184.5 $ 1,276.9 $ 3,703.7 $ 3,985.7 China 110.6 154.0 319.9 499.1 Total net sales $ 1,295.1 $ 1,430.9 $ 4,023.6 $ 4,484.8 Contribution margin(1): Primary Reporting Segment $ 500.8 $ 538.8 $ 1,539.3 $ 1,690.3 China 94.8 136.9 275.2 442.0 Total contribution margin $ 595.6 $ 675.7 $ 1,814.5 $ 2,132.3 Selling, general, and administrative expenses(1) 448.2 486.3 1,373.1 1,498.9 Other operating income — — ( 14.9 ) ( 16.4 ) Interest expense, net 34.5 37.7 95.9 112.0 Other expense, net — — — 24.6 Income before income taxes 112.9 151.7 360.4 513.2 Income taxes 30.7 34.3 93.5 104.2 Net income $ 82.2 $ 117.4 $ 266.9 $ 409.0 (1) Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include the portion of service fees to China independent service providers included in selling, general, and administrative expenses, which totaled $ 55.3 million and $ 85.9 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 161.7 million and $ 279.1 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following table sets forth net sales by geographic area: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Net sales: United States $ 308.8 $ 345.3 $ 959.4 $ 1,093.0 India 192.9 140.3 508.5 380.5 Mexico 114.8 117.5 357.1 354.5 China 110.6 154.0 319.9 499.1 Others 568.0 673.8 1,878.7 2,157.7 Total net sales $ 1,295.1 $ 1,430.9 $ 4,023.6 $ 4,484.8 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Activity Under Share-Based Compensation Plans | The following table summarizes the activity for all stock appreciation rights, or SARs, under the Company’s share-based compensation plans for the nine months ended September 30, 2022: 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, 2021(2) 2,622 $ 27.10 3.8 years $ 36.3 Granted — $ — Exercised ( 55 ) $ 23.18 Forfeited ( 226 ) $ 24.70 Outstanding as of September 30, 2022(2) 2,341 $ 27.42 3.2 years $ 2.2 Exercisable as of September 30, 2022(2) 2,341 $ 27.42 3.2 years $ 2.2 Vested and expected to vest as of September 30, 2022 2,341 $ 27.42 3.2 years $ 2.2 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the SARs. (2) Includes 0.8 million performance condition SARs . The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the nine months ended September 30, 2022: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2021(1) 3,400 $ 45.26 Granted(2) 2,075 $ 36.06 Vested ( 800 ) $ 48.69 Forfeited(3) ( 318 ) $ 42.82 Outstanding and nonvested as of September 30, 2022(1) 4,357 $ 40.43 Expected to vest as of September 30, 2022(4) 3,463 $ 40.15 (1) Includes 1,387,708 and 913,388 performance-based restricted stock units as of September 30, 2022 and December 31, 2021 , respectively, which represents the maximum amount that can vest. (2) Includes 559,430 performance-based restricted stock units. (3) Includes 94,110 performance-based restricted stock units (4) Includes 564,871 performance-based restricted stock units. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Losses Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) | The following table summarize s gains (losses) relating to derivative instruments recorded in other comprehensive income (loss) during the three and nine months ended September 30, 2022 and 2021: Amount of (Loss) Gain Recognized in Other Comprehensive Loss Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ ( 3.1 ) $ 0.9 $ ( 7.4 ) $ 0.7 Interest rate swaps 0.1 ( 0.1 ) 0.5 ( 0.1 ) |
Effect of Cash Flow Hedging Relationships on Condensed Consolidated Statements of Income | The effect of cash flow hedging relationships on the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2022 and 2021 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Three Months Ended September 30, September 30, Cost of sales Selling, general, and administrative expenses Interest expense, net Cost of sales Selling, general, and administrative expenses Interest expense, net (in millions) Total amounts presented in the condensed consolidated statements of income $ 285.1 $ 448.2 $ 34.5 $ 305.2 $ 486.3 $ 37.7 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 1.9 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 1.4 ) — — ( 0.9 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain reclassified from accumulated other comprehensive loss to income — 0.9 — — — — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — — — — Interest rate swaps: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — — 0.2 — — ( 0.3 ) 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 Nine Months Ended September 30, September 30, Cost of sales Selling, general, and administrative expenses Interest expense, net Cost of sales Selling, general, and administrative expenses Interest expense, net (in millions) Total amounts presented in the condensed consolidated statements of income $ 908.0 $ 1,373.1 $ 95.9 $ 942.7 $ 1,498.9 $ 112.0 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 2.7 ) — — ( 1.5 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 4.2 ) — — ( 3.0 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — 1.8 — — ( 0.3 ) — Amount of gain excluded from assessment of effectiveness recognized in income — 0.2 — — 0.1 — Interest rate swaps: Amount of loss reclassified from accumulated other comprehensive loss to income — — — — — ( 0.7 ) 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 three and nine months ended September 30, 2022 and 2021: Amount of Gain Recognized in Income Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Location of Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ 4.6 $ 2.8 $ 6.1 $ 3.7 Selling, general, and administrative expenses |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Changes in Shareholders' Deficit | Changes in shareholders’ deficit for the three months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, 2022 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.2 1.2 Additional capital from share-based compensation 11.4 11.4 Repurchases of — common shares — ( 0.1 ) — ( 0.1 ) Retirement of treasury stock 328.9 ( 17.3 ) ( 311.6 ) — Net income 82.2 82.2 Foreign currency translation adjustment, net of income taxes of $ 0.6 ( 39.6 ) ( 39.6 ) Unrealized loss on derivatives, net of income taxes of $ — ( 1.6 ) ( 1.6 ) Balance as of September 30, 2022 $ 0.1 $ — $ 181.0 $ ( 284.3 ) $ ( 1,258.7 ) $ ( 1,361.9 ) Three Months Ended September 30, 2021 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of June 30, 2021 $ 0.1 $ ( 328.9 ) $ 306.1 $ ( 192.3 ) $ ( 1,076.2 ) $ ( 1,291.2 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.2 1.2 Additional capital from share-based compensation 14.4 14.4 Repurchases of 3.5 common shares — ( 9.6 ) ( 153.1 ) ( 162.7 ) Net income 117.4 117.4 Foreign currency translation adjustment, net of income taxes of $( 0.6 ) ( 14.5 ) ( 14.5 ) Unrealized gain on derivatives, net of income taxes of $ — 2.0 2.0 Balance as of September 30, 2021 $ 0.1 $ ( 328.9 ) $ 312.1 $ ( 204.8 ) $ ( 1,111.9 ) $ ( 1,333.4 ) Changes in shareholders’ deficit for the nine months ended September 30, 2022 and 2021 were as follows: Nine Months Ended September 30, 2022 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2021 $ 0.1 $ ( 328.9 ) $ 318.1 $ ( 211.8 ) $ ( 1,169.0 ) $ ( 1,391.5 ) Issuance of 1.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 3.4 3.4 Additional capital from share-based compensation 37.5 37.5 Repurchases of 4.1 common shares — ( 24.0 ) ( 122.6 ) ( 146.6 ) Retirement of treasury stock 328.9 ( 17.3 ) ( 311.6 ) — Net income 266.9 266.9 Foreign currency translation adjustment, net of income taxes of $ 0.2 ( 67.1 ) ( 67.1 ) Unrealized loss on derivatives, net of income taxes of $ — ( 5.4 ) ( 5.4 ) Cumulative effect of accounting change relating to adoption of ASU 2020-06 ( 136.7 ) 77.6 ( 59.1 ) Balance as of September 30, 2022 $ 0.1 $ — $ 181.0 $ ( 284.3 ) $ ( 1,258.7 ) $ ( 1,361.9 ) Nine Months Ended September 30, 2021 Common Shares Treasury Stock Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2020 $ 0.1 $ ( 328.9 ) $ 342.3 $ ( 182.2 ) $ ( 687.4 ) $ ( 856.1 ) Issuance of 1.6 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 3.2 3.2 Additional capital from share-based compensation 42.3 42.3 Repurchases of 18.8 common shares — ( 75.7 ) ( 833.5 ) ( 909.2 ) Net income 409.0 409.0 Foreign currency translation adjustment, net of income taxes of $ 0.9 ( 25.8 ) ( 25.8 ) Unrealized gain on derivatives, net of income taxes of $ — 3.2 3.2 Balance as of September 30, 2021 $ 0.1 $ ( 328.9 ) $ 312.1 $ ( 204.8 ) $ ( 1,111.9 ) $ ( 1,333.4 ) |
Summary of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended September 30, 2022 and 2021: Changes in Accumulated Other Comprehensive Loss by Component Three Months Ended September 30, September 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Derivatives Total (in millions) Beginning balance $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) $ ( 189.7 ) $ ( 2.6 ) $ ( 192.3 ) Other comprehensive (loss) income before reclassifications, net of tax ( 39.6 ) ( 2.6 ) ( 42.2 ) ( 14.5 ) 0.9 ( 13.6 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.0 1.0 — 1.1 1.1 Total other comprehensive (loss) income, net of reclassifications ( 39.6 ) ( 1.6 ) ( 41.2 ) ( 14.5 ) 2.0 ( 12.5 ) Ending balance $ ( 278.7 ) $ ( 5.6 ) $ ( 284.3 ) $ ( 204.2 ) $ ( 0.6 ) $ ( 204.8 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the three months ended September 30, 2022 and 2021 . The following table summarizes changes in accumulated other comprehensive loss by component during the nine months ended September 30, 2022 and 2021: Changes in Accumulated Other Comprehensive Loss by Component Nine Months Ended September 30, September 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Derivatives Total (in millions) Beginning balance $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) $ ( 178.4 ) $ ( 3.8 ) $ ( 182.2 ) Other comprehensive (loss) income before reclassifications, net of tax ( 67.1 ) ( 6.5 ) ( 73.6 ) ( 25.8 ) 0.7 ( 25.1 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.1 1.1 — 2.5 2.5 Total other comprehensive (loss) income, net of reclassifications ( 67.1 ) ( 5.4 ) ( 72.5 ) ( 25.8 ) 3.2 ( 22.6 ) Ending balance $ ( 278.7 ) $ ( 5.6 ) $ ( 284.3 ) $ ( 204.2 ) $ ( 0.6 ) $ ( 204.8 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the nine months ended September 30, 2022 and 2021 . |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
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: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in millions) Weighted-average shares used in basic computations 98.0 105.5 98.7 107.3 Dilutive effect of exercise of equity grants outstanding 0.8 2.3 1.0 2.5 Weighted-average shares used in diluted computations 98.8 107.8 99.7 109.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021: Significant Other Observable Inputs (Level 2) Fair Value as of September 30, 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 $ 1.8 $ 0.3 Prepaid expenses and other current assets Interest rate swaps 0.4 — Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 12.1 6.6 Prepaid expenses and other current assets $ 14.3 $ 6.9 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 6.4 $ 1.7 Other current liabilities Interest rate swaps — 0.1 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 7.4 3.4 Other current liabilities $ 13.8 $ 5.2 |
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 condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021: 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) September 30, 2022 Foreign exchange currency contracts $ 13.9 $ ( 7.1 ) $ 6.8 Interest rate swaps 0.4 — 0.4 Total $ 14.3 $ ( 7.1 ) $ 7.2 December 31, 2021 Foreign exchange currency contracts $ 6.9 $ ( 2.2 ) $ 4.7 Total $ 6.9 $ ( 2.2 ) $ 4.7 |
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) September 30, 2022 Foreign exchange currency contracts $ 13.8 $ ( 7.1 ) $ 6.7 Total $ 13.8 $ ( 7.1 ) $ 6.7 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 |
Transformation Program (Tables)
Transformation Program (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Transformation Programs Text Block [Abstract] | |
Schedule of costs related to the transformation program | Costs related to the Transformation Program were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cumulative costs incurred to date as of September 30, 2022 (in millions) Professional fees $ 1.8 $ 3.9 $ 4.9 $ 7.6 $ 14.6 Retention and separation 1.1 — 2.8 — 5.8 Other — — — — 0.2 Total $ 2.9 $ 3.9 $ 7.7 $ 7.6 $ 20.6 |
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 condensed consolidated balance sheets, were as follows: Professional Fees Retention and Separation Other Total (in millions) Balance as of December 31, 2021 $ 2.0 $ 2.8 $ — $ 4.8 Expenses 4.9 2.8 — 7.7 Cash payments ( 6.9 ) ( 4.4 ) — ( 11.3 ) Non-cash items and other 0.8 — — 0.8 Balance as of September 30, 2022 $ 0.8 $ 1.2 $ — $ 2.0 |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: September 30, December 31, (in millions) Accrued compensation $ 107.5 $ 171.9 Accrued service fees to China independent service providers 35.0 48.5 Accrued advertising, events, and promotion expenses 67.7 55.9 Current operating lease liabilities 35.5 42.8 Advance sales deposits 78.5 63.0 Income taxes payable 11.7 13.7 Other accrued liabilities 206.6 200.0 Total $ 542.5 $ 595.8 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Organization And Description Of Business [Abstract] | |
Number of geographic regions | 5 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Product Segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Credit card receivables | $ 62.4 | $ 62.4 | $ 53 | |||
Bad-debt expense | 0.1 | $ 0.2 | 0.1 | $ 0.4 | ||
Allowance for doubtful accounts | 2.8 | 2.8 | 2.5 | |||
Allowances for product returns | $ 2.4 | 3.4 | ||||
Number of geographic regions | Segment | 5 | |||||
Number of product categories | Product | 5 | |||||
Accumulated deficit | (1,258.7) | $ (1,258.7) | (1,169) | $ 77.6 | ||
Long-term debt | 2,754.5 | 2,754.5 | $ 2,762.6 | |||
Other operating income | 0 | $ 0 | 14.9 | 16.4 | ||
Loss on extinguishment of debt | 0 | 24.6 | ||||
Impairments of goodwill, marketing related intangible assets and long lived assets | $ 0 | 0 | ||||
Accounting Standards Update 2020-06 | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Accumulated deficit | 77.6 | |||||
Additional Paid in Capital | 136.7 | |||||
Long-term debt | $ 59.1 | |||||
Other Expense (Income), Net [Member] | 2026 Notes [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Loss on extinguishment of debt | (24.6) | |||||
China [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Other operating income | $ 14.9 | $ 16.4 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash for Balance Sheets and Cash Flows (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Cash and cash equivalents | $ 532.5 | $ 601.5 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 540.7 | 610.4 | $ 687 | $ 1,054 |
Prepaid expenses and other current assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | 2.5 | 2.6 | ||
Other Assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | $ 5.7 | $ 6.3 |
Inventories - Classes of Invent
Inventories - Classes of Inventory (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 82.5 | $ 81.8 |
Work in process | 9.2 | 8.6 |
Finished goods | 445.3 | 485.3 |
Total | $ 537 | $ 575.7 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||||
Borrowings under senior secured credit facility, carrying value | $ 1,018.1 | $ 1,088.6 | ||
Other | 1.1 | 1 | ||
Total | 2,754.5 | 2,762.6 | ||
Less: current portion | 29.5 | 29.4 | ||
Long-term portion | 2,725 | 2,733.2 | ||
2.625% Convertible Senior Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes, carrying value of liability component | 546.7 | 486 | ||
Total | $ 59.1 | $ 410.1 | ||
7.875% Senior Notes Due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes, carrying value | 595.2 | 594.2 | ||
4.875% Senior Notes Due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes, carrying value | $ 593.4 | $ 592.8 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) | 1 Months Ended | 9 Months Ended | |||
May 31, 2021 | May 31, 2020 | Aug. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2022 | |
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 | May 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. 01, 2025 | Jan. 09, 2025 | |||
7.250% Senior Notes Due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 7.25% | ||||
Debt instrument maturity date | 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. 01, 2029 | Jan. 06, 2029 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||||||
Mar. 19, 2025 | Sep. 15, 2023 | Jul. 30, 2021 USD ($) | Feb. 10, 2021 | Mar. 19, 2020 USD ($) | Dec. 12, 2019 USD ($) | Aug. 16, 2018 USD ($) | Jul. 30, 2021 USD ($) | May 31, 2021 USD ($) | May 31, 2020 USD ($) | Aug. 31, 2018 USD ($) | Mar. 31, 2018 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) Days | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2020 USD ($) | Sep. 30, 2018 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Outstanding principal amount | $ 2,774,000,000 | $ 2,774,000,000 | |||||||||||||||||||||||
Credit facility, amount borrowed | $ 531,200,000 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 0 | 24,600,000 | |||||||||||||||||||||||
Long-Term Debt | 2,754,500,000 | 2,754,500,000 | $ 2,762,600,000 | ||||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | (1,258,700,000) | (1,258,700,000) | $ 77,600,000 | (1,169,000,000) | |||||||||||||||||||||
Borrowings under the senior secured credit facility | 1,018,100,000 | 1,018,100,000 | 1,088,600,000 | ||||||||||||||||||||||
Interest expense | 35,900,000 | $ 38,800,000 | 100,500,000 | 115,500,000 | |||||||||||||||||||||
Paid-in-capital in excess of par value | 181,000,000 | 181,000,000 | 318,100,000 | ||||||||||||||||||||||
Long-term debt | 2,754,500,000 | 2,754,500,000 | 2,762,600,000 | ||||||||||||||||||||||
Letters of credit issued but undrawn | 24,200,000 | 24,200,000 | |||||||||||||||||||||||
2.625% Convertible Senior Notes Due 2024 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Outstanding principal amount | $ 550,000,000 | 550,000,000 | 550,000,000 | 550,000,000 | |||||||||||||||||||||
Deferred financing costs | 12,900,000 | ||||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | 550,000,000 | ||||||||||||||||||||||||
Long-Term Debt | $ 410,100,000 | 59,100,000 | |||||||||||||||||||||||
Additional Paid in Capital | 136,700,000 | ||||||||||||||||||||||||
Interest expense | 4,200,000 | 10,000,000 | 12,500,000 | 29,600,000 | |||||||||||||||||||||
Non-cash interest expense | 0 | 6,000,000 | 0 | 17,600,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 600,000 | 400,000 | $ 1,700,000 | 1,200,000 | |||||||||||||||||||||
Convertible notes, interest rate | 2.625% | 2.625% | 2.625% | ||||||||||||||||||||||
Convertible notes maturity | Mar. 15, 2024 | May 15, 2024 | |||||||||||||||||||||||
Principal amount of convertible notes | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||
Convertible notes conversion rate | 16.0056 | 160,467 | |||||||||||||||||||||||
Convertible notes conversion price | $ / shares | $ 62.48 | $ 62.32 | $ 62.32 | ||||||||||||||||||||||
Paid-in-capital in excess of par value | $ 139,900,000 | ||||||||||||||||||||||||
Long-term debt | $ 410,100,000 | $ 59,100,000 | |||||||||||||||||||||||
Effective interest rate on convertible notes | 8.40% | ||||||||||||||||||||||||
Fair value of liability to convertible notes | 547,400,000 | ||||||||||||||||||||||||
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. 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. | ||||||||||||||||||||||||
Convertible notes, number of trading days of threshold limit (whether or not consecutive) | Days | 20 | ||||||||||||||||||||||||
Convertible notes, number of trading days of threshold limit in consecutive days | Days | 30 | ||||||||||||||||||||||||
Minimum percentage of common share price over conversion price for conversion | 130% | ||||||||||||||||||||||||
Minimum percentage of the product of common share price and conversion rate for convertible notes | 98% | ||||||||||||||||||||||||
Deferred financing costs recorded as additional paid-in-capital in excess of par value | $ 3,300,000 | ||||||||||||||||||||||||
Unamortized debt discount and debt issuance costs | $ 3,300,000 | $ 3,300,000 | 64,000,000 | ||||||||||||||||||||||
Convertible senior notes, carrying value of liability component | 546,700,000 | 546,700,000 | 486,000,000 | ||||||||||||||||||||||
Fair value of notes | 500,300,000 | 500,300,000 | |||||||||||||||||||||||
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 | 600,000,000 | ||||||||||||||||||||||
Deferred financing costs | 4,800,000 | 4,800,000 | 5,800,000 | $ 7,900,000 | |||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | ||||||||||||||||||||||||
Interest expense | 12,200,000 | 12,100,000 | 36,500,000 | 36,400,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 400,000 | 400,000 | $ 1,100,000 | 1,000,000 | |||||||||||||||||||||
Convertible notes, interest rate | 7.875% | 7.875% | 7.875% | ||||||||||||||||||||||
Convertible notes maturity | Sep. 01, 2025 | Jan. 09, 2025 | |||||||||||||||||||||||
Carrying amount | $ 595,200,000 | $ 595,200,000 | 594,200,000 | ||||||||||||||||||||||
Fair value of notes | 545,500,000 | 545,500,000 | 639,700,000 | ||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Debt Issuance Costs [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Deferred financing costs | $ 7,900,000 | ||||||||||||||||||||||||
7.250% Senior Notes Due 2026 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Deferred financing costs | $ 5,400,000 | ||||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 400,000,000 | ||||||||||||||||||||||||
Proceed to redeem senior notes | $ 400,000,000 | ||||||||||||||||||||||||
Credit facility, amount borrowed | 428,500,000 | ||||||||||||||||||||||||
Loss on extinguishment of debt | $ (24,600,000) | ||||||||||||||||||||||||
Interest expense | 11,500,000 | ||||||||||||||||||||||||
Amortization of deferred financing costs | 200,000 | ||||||||||||||||||||||||
Convertible notes, interest rate | 7.25% | ||||||||||||||||||||||||
Convertible notes maturity | Aug. 15, 2026 | ||||||||||||||||||||||||
Accrued interest | 7,700,000 | ||||||||||||||||||||||||
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 | 600,000,000 | 600,000,000 | ||||||||||||||||||||||
Deferred financing costs | 6,600,000 | 7,700,000 | $ 7,700,000 | 6,600,000 | 7,200,000 | ||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | ||||||||||||||||||||||||
Interest expense | 7,600,000 | 7,500,000 | 22,600,000 | 10,900,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 200,000 | 200,000 | $ 600,000 | 300,000 | |||||||||||||||||||||
Convertible notes, interest rate | 4.875% | 4.875% | 4.875% | ||||||||||||||||||||||
Convertible notes maturity | Jun. 01, 2029 | Jan. 06, 2029 | |||||||||||||||||||||||
Senior notes, redemption price, percentage | 100% | ||||||||||||||||||||||||
Senior notes, redemption price percentage with equity offerings | 104.875% | ||||||||||||||||||||||||
Carrying amount | $ 593,400,000 | $ 593,400,000 | 592,800,000 | ||||||||||||||||||||||
Fair value of notes | 429,800,000 | 429,800,000 | 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% | ||||||||||||||||||||||||
Eurodollar [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Base rate interest rate floor | 0% | ||||||||||||||||||||||||
2018 Revolving Credit Facility [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Credit facility, amount repaid | 483,000,000 | 340,000,000 | |||||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 100,000,000 | 100,000,000 | $ 150,000,000 | ||||||||||||||||||||||
2018 Term Loan A [Member] | 2018 Revolving Credit Facility [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate spread on variable rate | 0.03% | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Commitment Fee Percentage | 0.35% | ||||||||||||||||||||||||
Deferred financing costs | $ 1,200,000 | 11,700,000 | $ 1,100,000 | ||||||||||||||||||||||
Credit facility, amount borrowed | 433,000,000 | 490,000,000 | |||||||||||||||||||||||
Credit facility, amount repaid | $ 504,700,000 | 415,800,000 | |||||||||||||||||||||||
Long-term debt, weighted average interest rate | 3.46% | 3.46% | 2.62% | ||||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 1,022,900,000 | $ 1,022,900,000 | $ 1,094,600,000 | ||||||||||||||||||||||
Interest expense | 12,600,000 | 8,900,000 | 29,500,000 | 26,100,000 | |||||||||||||||||||||
Non-cash interest expense | 100,000 | 100,000 | 200,000 | 300,000 | |||||||||||||||||||||
Amortization of deferred financing costs | 400,000 | 900,000 | 1,400,000 | $ 1,800,000 | |||||||||||||||||||||
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 | $ 1,400,000 | ||||||||||||||||||||||
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] | Base Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Base rate interest rate floor | 1% | ||||||||||||||||||||||||
2018 Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate spread on variable rate | 0.50% | ||||||||||||||||||||||||
2018 Credit Facility [Member] | LIBOR [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate spread on variable rate | 1% | ||||||||||||||||||||||||
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 | 100,000,000 | 100,000,000 | 150,000,000 | ||||||||||||||||||||||
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 | 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] | 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 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 Term Loan A [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Outstanding principal amount | $ 250,000,000 | ||||||||||||||||||||||||
Borrowings under the senior secured credit facility | 262,900,000 | 262,900,000 | 279,000,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Level 2 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Outstanding principal amount | 262,200,000 | 262,200,000 | 278,100,000 | ||||||||||||||||||||||
Debt instrument, fair value | 252,700,000 | 252,700,000 | 278,000,000 | ||||||||||||||||||||||
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 | $ 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] | 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] | 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] | 2018 Revolving Credit Facility [Member] | Eurodollar [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate spread on variable rate | 2.50% | 3% | |||||||||||||||||||||||
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% | |||||||||||||||||||||||
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 | 660,000,000 | 660,000,000 | 665,600,000 | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Level 2 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Outstanding principal amount | 655,900,000 | 655,900,000 | 660,500,000 | ||||||||||||||||||||||
Debt instrument, fair value | $ 634,400,000 | $ 634,400,000 | $ 663,100,000 | ||||||||||||||||||||||
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] | 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] | 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] | 2018 Revolving Credit Facility [Member] | Eurodollar [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% | ||||||||||||||||||||||||
Senior Unsecured Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
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 | 9 Months Ended |
May 31, 2021 | Sep. 30, 2022 | |
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% | |
4.875% Senior Notes Due 2029 [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Redemption prices, expressed as percentages of principal amount | 100% | |
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% |
Long-Term Debt - Annual Schedul
Long-Term Debt - Annual Scheduled Principal Payments of Debt (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 7.3 |
2023 | 29.5 |
2024 | 586.5 |
2025 | 1,550.7 |
2026 | 0 |
Thereafter | 600 |
Total | $ 2,774 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 9 Months Ended | |||||||
Aug. 23, 2018 Plaintiff | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2017 USD ($) | Jul. 31, 2016 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Other assets | $ 269.2 | $ 313.2 | |||||||
Prepaid expenses and other current assets | 229.2 | $ 187.7 | |||||||
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-year | ||||||||
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 | ||||||||
Audit Period Fiscal Year March 31, 2017 [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | $ 17.7 | ||||||||
Federal Revenue Office of Brazil [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | 3.8 | ||||||||
Selling, General and Administrative Expenses [Member] | SEC and DOJ Investigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrued liability | $ 83 | $ 40 | |||||||
Mexican Tax Administration Service [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Other assets | 16.4 | ||||||||
Prepaid expenses and other current assets | 1.7 | ||||||||
Other assets current and non current | 14.7 | ||||||||
Brazilian ICMS [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | 1.9 | ||||||||
Surety bond through insurance company to guarantee payment of tax assessment | 10.3 | ||||||||
Brazilian ICMS [Member] | State of Sao Paulo [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | $ 11 | $ 29.7 | |||||||
Brazilian ICMS [Member] | State of Rio de Janeiro [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | 6.5 | ||||||||
Indian VAT Authorities [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | 12.6 | ||||||||
Indian VAT Authorities [Member] | Audit Period Fiscal Year March 31 2018 [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Assessment amount from tax administration service | 17.3 | ||||||||
South Korean Customs Authority [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Refund Assessed Amount | $ 24.6 | ||||||||
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 | 24.6 | ||||||||
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 | 8 | ||||||||
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 | 12.5 | ||||||||
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 | $ 10.1 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segment Country | |
Segment Reporting [Abstract] | |
Number of countries in which the Company sells products | Country | 95 |
Number of reportable segments | Segment | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 1,295.1 | $ 1,430.9 | $ 4,023.6 | $ 4,484.8 |
Primary Reporting Segment [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 1,184.5 | 1,276.9 | 3,703.7 | 3,985.7 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 110.6 | $ 154 | $ 319.9 | $ 499.1 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Contribution Margin | |||||
Total Contribution Margin | $ 595.6 | $ 675.7 | $ 1,814.5 | $ 2,132.3 | |
Selling, general and administrative expenses | [1] | 448.2 | 486.3 | 1,373.1 | 1,498.9 |
Other operating income | 0 | 0 | (14.9) | (16.4) | |
Interest expense, net | 34.5 | 37.7 | 95.9 | (112) | |
Other expense, net | 0 | 0 | 0 | 24.6 | |
Income before income taxes | 112.9 | 151.7 | 360.4 | 513.2 | |
Income taxes | 30.7 | 34.3 | 93.5 | 104.2 | |
Net income | 82.2 | 117.4 | 266.9 | 409 | |
Primary Reporting Segment [Member] | |||||
Contribution Margin | |||||
Total Contribution Margin | 500.8 | 538.8 | 1,539.3 | 1,690.3 | |
China [Member] | |||||
Contribution Margin | |||||
Total Contribution Margin | $ 94.8 | $ 136.9 | 275.2 | 442 | |
Other operating income | $ (14.9) | $ (16.4) | |||
[1] Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include the portion of service fees to China independent service providers included in selling, general, and administrative expenses, which totaled $ 55.3 million and $ 85.9 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 161.7 million and $ 279.1 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Segment Information - Reconci_3
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Selling, General and Administrative Expenses [Member] | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Independent service providers service fees costs | $ 55.3 | $ 85.9 | $ 161.7 | $ 279.1 |
Segment Information - Schedule
Segment Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 1,295.1 | $ 1,430.9 | $ 4,023.6 | $ 4,484.8 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 308.8 | 345.3 | 959.4 | 1,093 |
India [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 192.9 | 140.3 | 508.5 | 380.5 |
Mexico [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 114.8 | 117.5 | 357.1 | 354.5 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 110.6 | 154 | 319.9 | 499.1 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 568 | $ 673.8 | $ 1,878.7 | $ 2,157.7 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 11.4 | $ 14.4 | $ 37.5 | $ 42.3 |
Unrecognized compensation cost on non-vested stock awards | 78.6 | $ 78.6 | ||
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | 1 year 6 months | |||
Total intrinsic value of awards exercised for SARs | 0.1 | 1.6 | $ 0.4 | 25.7 |
Total vesting date fair value of stock units | $ 0.2 | $ 0.4 | $ 33.7 | $ 37.8 |
SARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
SARs granted | 0 | 0 | 0 | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding and nonvested, Beginning Balance, Number of Shares | [1] | 3,400 | ||||
Granted, Number of Shares | [2] | 2,075 | ||||
Vested, Number of Shares | (800) | |||||
Forfeited, Number of Shares | [3] | (318) | ||||
Outstanding and nonvested, Ending Balance, Number of Shares | [1] | 4,357 | 4,357 | 3,400 | ||
Number of Shares, Expected to vest | [4] | 3,463 | 3,463 | |||
Outstanding and nonvested, Beginning Balance, Weighted Average Grant Date Fair Value Per Share | [1] | $ 45.26 | ||||
Granted, Weighted Average Grant Date Fair Value Per Share | [2] | 36.06 | ||||
Vested, Weighted Average Grant Date Fair Value Per Share | 48.69 | |||||
Forfeited, Weighted Average Grant Date Fair Value Per Share | [3] | 42.82 | ||||
Outstanding and nonvested, Ending Balance, Weighted Average Grant Date Fair Value Per Share | [1] | $ 40.43 | 40.43 | $ 45.26 | ||
Expected to vest, Ending Balance, Weighted Average Grant Date Fair Value Per Share | [4] | $ 40.15 | $ 40.15 | |||
SARs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Awards Outstanding, Beginning Balance | [5] | 2,622 | ||||
Granted, Number of Awards | 0 | 0 | 0 | 0 | ||
Exercised, Number of Awards | (55) | |||||
Forfeited, Number of Awards | (226) | |||||
Number of Awards Outstanding, Ending Balance | [5] | 2,341 | 2,341 | 2,622 | ||
Number of Awards Exercisable, Ending Balance | [5] | 2,341 | 2,341 | |||
Number of Awards Vested and expected to vest, Ending Balance | 2,341 | 2,341 | ||||
Weighted Average Exercise Price Per Award Outstanding, Beginning Balance | [5] | $ 27.10 | ||||
Granted, Weighted Average Exercise Price Per Award | 0 | |||||
Exercised, Weighted Average Exercise Price Per Award | 23.18 | |||||
Forfeited, Weighted Average Exercise Price Per Award | 24.70 | |||||
Weighted Average Exercise Price Per Award Outstanding, Ending Balance | [5] | $ 27.42 | 27.42 | $ 27.10 | ||
Exercisable, Weighted Average Exercise Price Per Award, Ending Balance | [5] | 27.42 | 27.42 | |||
Weighted Average Exercise Price Per Award, Vested and expected to vest, Ending Balance | $ 27.42 | $ 27.42 | ||||
Weighted Average Remaining Contractual Term Outstanding | [5] | 3 years 2 months 12 days | 3 years 9 months 18 days | |||
Exercisable Weighted Average Remaining Contractual Term | [5] | 3 years 2 months 12 days | ||||
Weighted Average Remaining Contractual Term, Vested and expected to vest | 3 years 2 months 12 days | |||||
Aggregate Intrinsic Value Outstanding | [5],[6] | $ 2.2 | $ 2.2 | $ 36.3 | ||
Exercisable, Aggregate Intrinsic Value | [5],[6] | 2.2 | 2.2 | |||
Aggregate Intrinsic Value, Vested and expected to vest | [6] | $ 2.2 | $ 2.2 | |||
[1] Includes 1,387,708 and 913,388 performance-based restricted stock units as of September 30, 2022 and December 31, 2021 , respectively, which represents the maximum amount that can vest. Includes 559,430 performance-based restricted stock units. Includes 94,110 performance-based restricted stock units Includes 564,871 performance-based restricted stock units. Includes 0.8 million performance condition SARs The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the SARs. |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Parenthetical) (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Performance condition SARs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 800,000 | |
Performance Based Stock Unit Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, granted during period | 559,430 | |
Number of Shares, Expected to vest | 564,871 | |
Number of Shares, Forfeited | 94,110 | |
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 | 1,387,708 | 913,388 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes | $ 30.7 | $ 34.3 | $ 93.5 | $ 104.2 |
Effective income tax rate | 27.20% | 22.60% | 25.90% | 20.30% |
Total amount of unrecognized tax benefits, including related interest and penalties | $ 82.9 | $ 82.9 | ||
Unrecognized tax benefits excluding interest and penalties that if recognized would affect the effective tax rate | 55.7 | 55.7 | ||
Total accrued interest for tax contingencies | 17.3 | 17.3 | ||
Total accrued penalties for tax contingencies | 3.1 | 3.1 | ||
Amount of unrecognized tax benefits that could decrease within the next 12 months | 8.7 | 8.7 | ||
Decrease in unrecognized tax benefits expiration of statute of limitations | 7.8 | 7.8 | ||
Decrease in unrecognized tax benefits due to the settlement of audits or resolution of administrative or judicial proceedings | $ 0.9 | $ 0.9 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative liability fair value | $ 13.8 | $ 5.2 | |
Derivative asset fair value | 14.3 | 6.9 | |
Cash flow hedges reclassified into earnings over next twelve months | 5.9 | ||
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative aggregate notional amounts | $ 25 | 100 | |
Derivative, Weighted-average fixed interest rate | 0.52% | ||
Remaining derivative notional amount | $ 25 | ||
Derivative liability fair value | 0.1 | ||
Derivative asset fair value | 0.4 | ||
Foreign exchange currency contracts [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative aggregate notional amounts | 704.9 | ||
Derivative liability fair value | 13.8 | 5.1 | |
Derivative asset fair value | 13.9 | 6.9 | |
Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative aggregate notional amounts | 63.9 | 54.5 | |
Derivative liability fair value | 6.4 | 1.7 | |
Derivative asset fair value | $ 1.8 | $ 0.3 | |
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 | $ 0.1 | |
Derivative asset fair value | $ 0.4 | $ 0.4 | |
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% | 2.27% | |
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 | 15 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% | 2.77% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Losses Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) (Detail) - Derivatives designated as hedging instruments [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss) Gain Recognized in Other Comprehensive Loss | $ (3.1) | $ 0.9 | $ (7.4) | $ 0.7 |
Interest rate swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss) Gain Recognized in Other Comprehensive Loss | $ 0.1 | $ (0.1) | $ 0.5 | $ (0.1) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effect of Cash Flow Hedging Relationships on Condensed Consolidated Statements of Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cost of sales | $ 285.1 | $ 305.2 | $ 908 | $ 942.7 | |
Selling, general, and administrative expenses | [1] | 448.2 | 486.3 | 1,373.1 | 1,498.9 |
Interest expense, net | 34.5 | 37.7 | 95.9 | 112 | |
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 | (1.9) | (0.8) | (2.7) | (1.5) | |
Amount of (loss) gain excluded from assessment of effectiveness recognized in income | (1.4) | (0.9) | (4.2) | (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 | 0.9 | 0 | 1.8 | (0.3) | |
Amount of (loss) gain excluded from assessment of effectiveness recognized in income | 0.2 | 0 | 0.2 | 0.1 | |
Interest Rate Swap [Member] | Interest expense, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss to income | $ 0.2 | $ (0.3) | $ 0 | $ (0.7) | |
[1] Contribution margin consists of net sales less cost of sales and Royalty overrides. For the China segment, contribution margin does not include the portion of service fees to China independent service providers included in selling, general, and administrative expenses, which totaled $ 55.3 million and $ 85.9 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 161.7 million and $ 279.1 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Not Designated As Hedging Instruments Recorded to Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
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 | $ 4.6 | $ 2.8 | $ 6.1 | $ 3.7 |
Shareholders' Deficit - Summary
Shareholders' Deficit - Summary of Changes in Shareholders' Deficit (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Beginning balance | $ (1,415.4) | $ (1,291.2) | $ (1,391.5) | $ (856.1) | ||
Issuance of common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 1.2 | 1.2 | 3.4 | 3.2 | ||
Additional capital from share-based compensation | 11.4 | 14.4 | 37.5 | 42.3 | ||
Repurchases of common shares | (0.1) | (162.7) | (146.6) | (909.2) | ||
Net income | 82.2 | 117.4 | 266.9 | 409 | ||
Foreign currency translation adjustment, net of income taxes | (39.6) | (14.5) | (67.1) | (25.8) | ||
Unrealized gain/loss on derivatives, net of income taxes | (1.6) | 2 | (5.4) | 3.2 | ||
Accumulated deficit | (1,258.7) | (1,258.7) | $ 77.6 | $ (1,169) | ||
Ending balance | (1,361.9) | (1,333.4) | (1,361.9) | (1,333.4) | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
Accumulated deficit | (59.1) | (59.1) | ||||
Common Shares [Member] | ||||||
Beginning balance | 0.1 | 0.1 | 0.1 | 0.1 | ||
Issuance of common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 0 | 0 | 0 | 0 | ||
Ending balance | 0.1 | 0.1 | 0.1 | 0.1 | ||
Treasury Stock [Member] | ||||||
Beginning balance | (328.9) | (328.9) | (328.9) | (328.9) | ||
Retirement of treasury stock | 328.9 | 328.9 | ||||
Ending balance | 0 | (328.9) | 0 | (328.9) | ||
Paid-in Capital in Excess of par Value [Member] | ||||||
Beginning balance | 185.8 | 306.1 | 318.1 | 342.3 | ||
Issuance of common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 1.2 | 1.2 | 3.4 | 3.2 | ||
Additional capital from share-based compensation | 11.4 | 14.4 | 37.5 | 42.3 | ||
Repurchases of common shares | (0.1) | (9.6) | (24) | (75.7) | ||
Retirement of treasury stock | (17.3) | (17.3) | ||||
Ending balance | 181 | 312.1 | 181 | 312.1 | ||
Paid-in Capital in Excess of par Value [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
Accumulated deficit | (136.7) | (136.7) | ||||
Accumulated Other Comprehensive Loss [Member] | ||||||
Beginning balance | (243.1) | (192.3) | (211.8) | (182.2) | ||
Foreign currency translation adjustment, net of income taxes | (39.6) | (14.5) | (67.1) | (25.8) | ||
Unrealized gain/loss on derivatives, net of income taxes | (1.6) | 2 | (5.4) | 3.2 | ||
Ending balance | (284.3) | (204.8) | (284.3) | (204.8) | ||
Accumulated Deficit [Member] | ||||||
Beginning balance | (1,029.3) | (1,076.2) | (1,169) | (687.4) | ||
Repurchases of common shares | (153.1) | (122.6) | (833.5) | |||
Retirement of treasury stock | (311.6) | (311.6) | ||||
Net income | 82.2 | 117.4 | 266.9 | 409 | ||
Ending balance | (1,258.7) | $ (1,111.9) | (1,258.7) | $ (1,111.9) | ||
Accumulated Deficit [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
Accumulated deficit | $ 77.6 | $ 77.6 |
Shareholders' Deficit - Summa_2
Shareholders' Deficit - Summary of Changes in Shareholders' Deficit (Parenthetical) (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Issuance of common shares | 0.1 | 0.1 | 1.1 | 1.6 |
Repurchases of common shares | 0 | 3.5 | 4.1 | 18.8 |
Foreign currency translation adjustment, tax | $ 0.6 | $ (0.6) | $ 0.2 | $ 0.9 |
Unrealized (loss) gain on derivatives, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Feb. 09, 2021 | Aug. 31, 2022 | Jan. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 08, 2021 | |
Stockholders Equity [Line Items] | ||||||||||
Share repurchase program authorized amount | $ 1,500 | $ 1,500 | ||||||||
Share repurchase program, remaining authorized capacity | $ 985.5 | $ 985.5 | $ 7.9 | |||||||
Share repurchase program expiration date | Oct. 30, 2023 | Feb. 09, 2024 | ||||||||
Shares repurchases, value | $ 0.1 | $ 162.7 | $ 146.6 | $ 909.2 | ||||||
Repurchase of common stock, shares | 18.2 | |||||||||
Treasury stock shares, at cost | 0 | 0 | 10 | |||||||
Treasury Stock, Shares, Retired | 10 | 10 | ||||||||
Decrease in value of treasury stock | $ 0 | $ 0 | $ (328.9) | |||||||
Repurchase of common stock, shares | 0 | 3.5 | 4.1 | 18.8 | ||||||
Repurchase of common stock, value | $ 881.1 | |||||||||
Repurchase of common stock Per share | $ 48.43 | |||||||||
Shares repurchases, inclusive of transaction costs | $ 131.8 | $ 881.1 | ||||||||
Withheld for tax purpose for share-based compensation plans | 14.8 | 28.1 | ||||||||
Other comprehensive income (loss) before foreign currency translation adjustments reclassifications, tax expense (benefit) | $ 0.6 | $ 0.6 | $ 0.2 | $ 0.9 | ||||||
Open Market Repurchase Plan [Member] | Common Stock [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share price | $ 35.73 | $ 49.27 | $ 35.73 | $ 49.27 | ||||||
Repurchase of common stock, shares | 3.7 | |||||||||
Repurchase of common stock, shares | 5.7 | |||||||||
Repurchase of common stock, value | $ 131.8 | $ 281.1 | ||||||||
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 - Summa_3
Shareholders' Deficit - Summary of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | $ (1,415.4) | $ (1,291.2) | $ (1,391.5) | $ (856.1) | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | (1) | [1] | 1.1 | [1] | (1.1) | [2] | 2.5 | [2] |
Total other comprehensive loss | (41.2) | (12.5) | (72.5) | (22.6) | ||||
Ending balance | (1,361.9) | (1,333.4) | (1,361.9) | (1,333.4) | ||||
Foreign Currency Translation Adjustments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (239.1) | (189.7) | (211.6) | (178.4) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | (39.6) | (14.5) | (67.1) | (25.8) | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | 0 | [1] | 0 | [1] | 0 | [2] | 0 | [2] |
Total other comprehensive loss | (39.6) | (14.5) | (67.1) | (25.8) | ||||
Ending balance | (278.7) | (204.2) | (278.7) | (204.2) | ||||
Unrealized (Loss) Gain on Derivatives [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (4) | (2.6) | (0.2) | (3.8) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | (2.6) | 0.9 | (6.5) | 0.7 | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | (1) | [1] | 1.1 | [1] | 1.1 | [2] | 2.5 | [2] |
Total other comprehensive loss | 1.6 | 2 | (5.4) | 3.2 | ||||
Ending balance | (5.6) | (0.6) | (5.6) | (0.6) | ||||
Accumulated Other Comprehensive Loss [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (243.1) | (192.3) | (211.8) | (182.2) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | (42.2) | 13.6 | (73.6) | (25.1) | ||||
Total other comprehensive loss | (41.2) | 12.5 | (72.5) | (22.6) | ||||
Ending balance | $ (284.3) | $ (204.8) | $ (284.3) | $ (204.8) | ||||
[1] See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the three months ended September 30, 2022 and 2021 . See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss into income during the nine months ended September 30, 2022 and 2021 . |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted-average shares used in basic computations | 98 | 105.5 | 98.7 | 107.3 |
Dilutive effect of exercise of equity grants outstanding | 0.8 | 2.3 | 1 | 2.5 |
Weighted-average shares used in diluted computations | 98.8 | 107.8 | 99.7 | 109.8 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Equity grants with anti-dilutive effect | 5.1 | 1.1 | 4.2 | 1.1 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | $ 14.3 | $ 6.9 |
Fair value derivative liabilities | 13.8 | 5.2 |
Foreign exchange currency contracts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 13.9 | 6.9 |
Fair value derivative liabilities | 13.8 | 5.1 |
Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.4 | |
Fair value derivative liabilities | 0.1 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements, assets total | 14.3 | 6.9 |
Fair value measurements, liabilities total | 13.8 | 5.2 |
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 | 1.8 | 0.3 |
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 | 6.4 | 1.7 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Interest Rate Swap [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.4 | 0 |
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 | 0.1 |
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 | 12.1 | 6.6 |
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 | $ 7.4 | $ 3.4 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting of Derivative Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | $ 14.3 | $ 6.9 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (7.1) | (2.2) |
Net Amounts of Assets Presented in the Balance Sheet | 7.2 | 4.7 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | 13.9 | 6.9 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (7.1) | (2.2) |
Net Amounts of Assets Presented in the Balance Sheet | 6.8 | $ 4.7 |
Interest rate swaps [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | 0.4 | |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | 0 | |
Net Amounts of Assets Presented in the Balance Sheet | $ 0.4 |
Fair Value Measurements - Off_2
Fair Value Measurements - Offsetting of Derivative Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | $ 13.8 | $ 5.2 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (7.1) | (2.2) |
Net Amounts of Liabilities Presented in the Balance Sheet | 6.7 | 3 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | 13.8 | 5.1 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (7.1) | (2.2) |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 6.7 | 2.9 |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | 0.1 | |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | 0 | |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 0.1 |
Transformation Program - Additi
Transformation Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | $ 2.9 | $ 3.9 | $ 7.7 | $ 7.6 |
Maximum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected Pre-tax charges | 30 | |||
Minimum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected Pre-tax charges | $ 25 |
Transformation Program - Schedu
Transformation Program - Schedule of Costs Related to the Transformation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | $ 2.9 | $ 3.9 | $ 7.7 | $ 7.6 |
Cumulative cost incurred | 20.6 | 20.6 | ||
Professional Fees [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 1.8 | 3.9 | 4.9 | 7.6 |
Cumulative cost incurred | 14.6 | 14.6 | ||
Retention and Separation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 1.1 | 0 | 2.8 | 0 |
Cumulative cost incurred | 5.8 | 5.8 | ||
Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 0 | $ 0 | 0 | $ 0 |
Cumulative cost incurred | $ 0.2 | $ 0.2 |
Transformation Program - Sche_2
Transformation Program - Schedule of Changes in the Liabilities Related to the Transformation Program (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | $ 4.8 | |||
Expenses | $ 2.9 | $ 3.9 | 7.7 | $ 7.6 |
Cash payments | (11.3) | |||
Non-cash items and other | 0.8 | |||
Ending Balance | 2 | 2 | ||
Professional Fees [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 2 | |||
Expenses | 1.8 | 3.9 | 4.9 | 7.6 |
Cash payments | (6.9) | |||
Non-cash items and other | 0.8 | |||
Ending Balance | 0.8 | 0.8 | ||
Retention and Separation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 2.8 | |||
Expenses | 1.1 | 0 | 2.8 | 0 |
Cash payments | (4.4) | |||
Non-cash items and other | 0 | |||
Ending Balance | 1.2 | 1.2 | ||
Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 0 | |||
Expenses | 0 | $ 0 | 0 | $ 0 |
Cash payments | 0 | |||
Non-cash items and other | 0 | |||
Ending Balance | $ 0 | $ 0 |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Accounts - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred compensation plan assets | $ 38 | $ 48.2 |
Deferred tax assets | 127.1 | 118 |
Deferred compensation plan liabilities | 65.1 | 80.5 |
Deferred income tax liabilities | $ 30 | $ 30.6 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Accounts - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
Accrued compensation | $ 107.5 | $ 171.9 |
Accrued service fees to China independent service providers | 35 | 48.5 |
Accrued advertising, events, and promotion expenses | 67.7 | 55.9 |
Current operating lease liabilities | 35.5 | 42.8 |
Advance sales deposits | 78.5 | 63 |
Income taxes payable | 11.7 | 13.7 |
Other accrued liabilities | 206.6 | 200 |
Total | $ 542.5 | $ 595.8 |