Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | HLF | |
Title of 12(b) Security | Common Shares, par value $0.0005 per share | |
Security Exchange Name | NYSE | |
Entity Registrant Name | HERBALIFE LTD. | |
Entity Central Index Key | 0001180262 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 98,998,947 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 1-32381 | |
Entity Tax Identification Number | 98-0377871 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | P.O. Box 309 | |
Entity Address, Address Line Two | Ugland House | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1104 | |
City Area Code | 213 | |
Local Phone Number | 745-0500 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 526.6 | $ 508 |
Receivables, net of allowance for doubtful accounts | 86.3 | 70.6 |
Inventories | 525.1 | 580.7 |
Prepaid expenses and other current assets | 233.4 | 196.8 |
Total current assets | 1,371.4 | 1,356.1 |
Property, plant, and equipment, at cost, net of accumulated depreciation and amortization | 485.8 | 486.3 |
Operating lease right-of-use assets | 200.5 | 207.1 |
Marketing-related intangibles and other intangible assets, net | 314.8 | 315.7 |
Goodwill | 94.4 | 93.2 |
Other assets | 303.7 | 273.6 |
Total assets | 2,770.6 | 2,732 |
Current liabilities: | ||
Accounts payable | 88.6 | 89.8 |
Royalty overrides | 328 | 343.3 |
Current portion of long-term debt | 295.8 | 29.5 |
Other current liabilities | 528.4 | 514 |
Total current liabilities | 1,240.8 | 976.6 |
Long-term debt, net of current portion | 2,326.5 | 2,662.5 |
Non-current operating lease liabilities | 184.1 | 192.4 |
Other non-current liabilities | 169.6 | 166.4 |
Total liabilities | 3,921 | 3,997.9 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Common Shares, $0.0005 par value;2.0 billion shares authorized; 98.9 million (2023) and 97.9 million (2022) shares outstanding | 0.1 | 0.1 |
Paid-in capital in excess of par value | 202.8 | 188.7 |
Accumulated other comprehensive loss | (238) | (250.2) |
Accumulated deficit | (1,115.3) | (1,204.5) |
Total shareholders' deficit | (1,150.4) | (1,265.9) |
Total liabilities and shareholders' deficit | $ 2,770.6 | $ 2,732 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 98,900,000 | 97,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,314 | $ 1,392.7 | $ 2,566.1 | $ 2,728.5 | |
Cost of sales | 301.6 | 315.8 | 600.2 | 622.9 | |
Gross profit | 1,012.4 | 1,076.9 | 1,965.9 | 2,105.6 | |
Royalty overrides | 429.7 | 452.9 | 845.7 | 886.7 | |
Selling, general, and administrative expenses | [1] | 460.5 | 470 | 936.4 | 924.9 |
Other operating income | (1.2) | (1.8) | (10.1) | (14.9) | |
Operating income | 123.4 | 155.8 | 193.9 | 308.9 | |
Interest expense, net | 38.4 | 31.7 | 77.8 | 61.4 | |
Income before income taxes | 85 | 124.1 | 116.1 | 247.5 | |
Income taxes | 25.1 | 37.6 | 26.9 | 62.8 | |
Net income | $ 59.9 | $ 86.5 | $ 89.2 | $ 184.7 | |
Earnings per share: | |||||
Basic | $ 0.6 | $ 0.88 | $ 0.9 | $ 1.86 | |
Diluted | $ 0.6 | $ 0.88 | $ 0.89 | $ 1.84 | |
Weighted-average shares outstanding: | |||||
Basic | 99.1 | 98.2 | 98.8 | 99.1 | |
Diluted | 99.5 | 98.7 | 99.8 | 100.2 | |
[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 $ 44.5 million and $ 52.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 78.2 million and $ 106.4 million for the six months ended June 30, 2023 and 2022 , respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 59.9 | $ 86.5 | $ 89.2 | $ 184.7 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of income taxes of $(0.2) and $(0.4) for the three months ended June 30, 2023 and 2022 respectively, and $(0.2) and $(0.4) for the six months ended June 30, 2023 and 2022, respectivey | 1.6 | (31.9) | 14.8 | (27.5) |
Unrealised gain (loss) on derivatives, net of income taxes of $ (0.1) and $ - for the three months ended June 30, 2023 and 2022, respectively, and $ (00.1) and $ - for the six months ended June 30, 2023 and 2022, respectively | (0.6) | (1.2) | (2.6) | (3.8) |
Total other comprehensive income (loss) | 1 | (33.1) | 12.2 | (31.3) |
Total other comprehensive income | $ 60.9 | $ 53.4 | $ 101.4 | $ 153.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ (0.2) | $ (0.4) | $ (0.2) | $ (0.4) |
Unrealized (loss) gain on derivatives, tax | $ (0.1) | $ 0 | $ (0.1) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 89.2 | $ 184.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 56.7 | 58.6 |
Share-based compensation expenses | 22 | 26.1 |
Non-cash interest expense | 3.6 | 3.3 |
Deferred income taxes | (8.4) | 7.6 |
Inventory write-downs | 16.9 | 16.6 |
Foreign exchange transaction loss (gain) | 1 | (0.7) |
Other | 3.4 | (8.7) |
Changes in operating assets and liabilities: | ||
Receivables | (16.6) | (19.3) |
Inventories | 50.7 | (15.3) |
Prepaid expenses and other current assets | (17.5) | (23) |
Accounts payable | (0.8) | 10.2 |
Royalty overrides | (21.3) | (9.5) |
Other current liabilities | 15.3 | (13.4) |
Other | (12.4) | 12.1 |
Net cash provided by operating activities | 181.8 | 229.3 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (68.6) | (75.9) |
Other | 0.1 | 0.1 |
Net cash used in investing activities | (68.5) | (75.8) |
Cash flows from financing activities: | ||
Borrowings from senior secured credit facility | 71 | 159 |
Principal payments on senior secured credit facility and other debt | (146.7) | (173.7) |
Debt issuance costs | (1.8) | 0 |
Share repurchases | (9.4) | (146.5) |
Other | 1.6 | 2.2 |
Net cash used in financing activities | (85.3) | (159) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 3 | (15) |
Net change in cash, cash equivalents, and restricted cash | 31 | (20.5) |
Cash, cash equivalents, and restricted cash, beginning of period | 516.3 | 610.4 |
Cash, cash equivalents, and restricted cash, end of period | $ 547.3 | $ 589.9 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Herbalife Ltd. (formerly Herbalife Nutrition Ltd.), a Cayman Islands exempted company with limited liability, was incorporated on April 4, 2002. Herbalife Ltd. (and together with its subsidiaries, the “Company” or “Herbalife”) 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 | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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 June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 include Herbalife 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 June 30, 2023 and for the three and six months ended June 30, 2023 and 2022. 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, 2022, or the 2022 10-K. Operating results for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 . Recently Adopted Pronouncements In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company's 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 adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company's condensed consolidated financial statements. In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement- Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation- Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 − General Revision of Regulation S-X: Income or Loss Applicable to Common Stock , which among various updates, includes (1) clarification on comprehensive income presentation for registrants having more than one class of common stock and (2) more specifically, clarifies language on considering the impact of material non-public information over share-based payment transactions, such as spring-loaded grants, when a) estimating the expected volatility for valuation purposes and b) calculating the fair value of the share based payment transactions to take into account a minimum amount of factors, including the current price of underlying shares. In addition, this ASU, also describes disclosure requirements for share-based payment transactions relating to these types of spring-loaded grant arrangements. This ASU does not provide any new guidance so there is no transition or effective date associated with this ASU which did not have a material impact on the Company's condensed consolidated financial statements. New Accounting Pronouncements In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) - Common Control Arrangements . This ASU addresses issues related to accounting for leases under common control arrangements. The standard will include an amendment to Topic 842 for all entities with leasehold improvements in common control arrangements to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group if certain criteria are met. The amendments in this update are effective for reporting periods beginning after December 15, 2023, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s 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. The Company recognizes 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. For China and third-party importer sales transactions, as the Company is the principal party for the majority of these 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. In addition, for those certain China independent service providers who are deemed to be the Company’s customers for accounting purposes as described above, a portion of the service fees payable to these Members will be classified as a reduction of net sales as opposed to the entire service fee being recognized within selling, general, and administrative expenses. The Company recognizes revenue when it delivers products to its United States Members; distributor allowances, inclusive of discounts and wholesale commissions, are recorded as a reduction to net sales; and royalty overrides are classified as an operating expense. Shipping and handling services relating to product sales are recognized as fulfillment activities on the Company’s performance obligation to transfer products and are therefore recorded within net sales as part of product sales and are not considered as separate revenues. Shipping and handling costs paid by the Company are included in cost of sales. The Company presents sales taxes collected from customers on a net basis. The Company generally receives the net sales price in cash or through credit card payments at the point of sale. 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 $ 66.7 million and $ 52.4 million as of June 30, 2023 and December 31, 2022, respectively. Substantially all credit card receivables were current as of June 30, 2023 and December 31, 2022 . The Company recorded bad-debt expense related to allowances for the Company’s receivables of less than $ 0.1 million and $ 0.1 million during the three months ended June 30, 2023 and 2022 , respectively, and $ 0.1 million and $ 0.1 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 , the Company’s allowance for doubtful accounts was $ 1.7 million and $ 2.1 million, respectively. As of June 30, 2023 and December 31, 2022, 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 six months ended June 30, 2023, the Company recognized substantially all of the revenues that were included within advance sales deposits as of December 31, 2022 and any remaining such balance was not material as of June 30, 2023. Advance sales deposits are included in other current liabilities on 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 $ 1.8 million and $ 2.1 million as of June 30, 2023 and December 31, 2022, 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 June 30, 2023 , 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 $ 1.2 million and $ 1.8 million during the three months ended June 30, 2023 and 2022 , respectively, and $ 10.1 million and $ 14.9 million during the six months ended June 30, 2023 and 2022 , 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. 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: June 30, December 31, (in millions) Cash and cash equivalents $ 526.6 $ 508.0 Restricted cash included in Prepaid expenses and other current assets 15.8 2.5 Restricted cash included in Other assets 4.9 5.8 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 547.3 $ 516.3 The majority of the Company’s consolidated restricted cash held by certain of its foreign entities consists of cash deposits that are required due to the business operating requirements in those jurisdictions. In addition, as of June 30, 2023, the Company's consolidated restricted cash also includes $ 12.5 million in deposits into an escrow account in the U.S. for the class action lawsuit, titled Rodgers, et al. v Herbalife Ltd., et al . See Note 5, Contingencies , for further information. Use of Estimates The Company continues to operate in an uncertain macroeconomic and geopolitical environment caused by high inflation, foreign exchange rate fluctuations, the war in Ukraine, lingering COVID-19 pandemic impacts and other factors. The Company is closely monitoring the evolving macroeconomic and geopolitical conditions to assess potential impacts on its business. Due to the significant uncertainty created by these circumstances, actual results could differ from Management's estimates and judgments. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current macroeconomic environment, which estimates and assumptions the Company believes to be reasonable under the circumstances. Changes in estimates resulting from continuing changes in the macroeconomic environment will be reflected in the financial statements in future periods. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, December 31, (in millions) Raw materials $ 84.2 $ 83.1 Work in process 9.4 7.0 Finished goods 431.5 490.6 Total $ 525.1 $ 580.7 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt Long-term debt consists of the following: June 30, December 31, (in millions) Borrowings under senior secured credit facility, carrying value $ 897.3 $ 971.3 2.625 % convertible senior notes due 2024 , carrying value 261.7 261.2 4.250 % convertible senior notes due 2028 , carrying value 269.8 269.1 7.875 % senior notes due 2025 , carrying value 596.3 595.6 4.875 % senior notes due 2029 , carrying value 594.0 593.6 Other 3.2 1.2 Total 2,622.3 2,692.0 Less: current portion 295.8 29.5 Long-term portion $ 2,326.5 $ 2,662.5 Senior Secured Credit Facility On August 16, 2018, the Company entered into a $ 1.25 billion senior secured credit facility, or the 2018 Credit Facility, consisting of a $ 250.0 million term loan A, or the 2018 Term Loan A, a $ 750.0 million term loan B, or the 2018 Term Loan B, and a $ 250.0 million revolving credit facility, or the 2018 Revolving Credit Facility, with a syndicate of financial institutions as lenders. The 2018 Term Loan B matures upon the earlier of: (i) August 18, 2025 , or (ii) December 15, 2023 if the outstanding principal on the 2024 Convertible Notes, as defined below, exceeds $ 350.0 million and the Company exceeds certain leverage ratios as of that date. As described further below, the outstanding principal on the 2024 Convertible Notes was less than $ 350.0 million as of June 30, 2023 . All obligations under the 2018 Credit Facility are unconditionally guaranteed by certain direct and indirect wholly-owned subsidiaries of Herbalife Ltd. and secured by the equity interests of certain of Herbalife 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 (as described further below, the outstanding principal on the 2024 Convertible Notes was less than $ 350.0 million as of June 30, 2023 ); 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. During the second quarter of 2023, the Company amended the 2018 Credit Facility which, among other things, increased the leverage ratio covenant under both the 2018 Term Loan A and 2018 Revolving Credit Facility. In addition, the 2018 Credit Facility was also amended to transition from LIBOR to the Secured Overnight Financing Rate, or SOFR, in connection with the discontinuation of LIBOR as of June 30, 2023 . Following the transition, borrowings utilizing SOFR under the 2018 Credit Facility will use the “Adjusted Term SOFR”, which is the rate per annum equal to Term SOFR plus a rate adjustment based on interest periods of one month, three months, six months and twelve months tenors equaling to approximately 0.11 %, 0.26 %, 0.43 % and 0.72 %, respectively. The Company incurred approximately $ 1.1 million of debt issuance costs in connection with these amendments. For accounting purposes, pursuant to ASC 470, these transactions were accounted for as modifications of the 2018 Credit Facility. Of the $ 1.1 million of debt issuance costs, approximately $ 1.0 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 $ 0.1 million was recognized in interest expense, net within the Company’s condensed consolidated statement of income during the second quarter of 2023. Through June 30, 2023, under the 2018 Credit Facility, borrowings under both the 2018 Term Loan A and 2018 Revolving Credit Facility bore 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 %. Additionally, borrowings under the 2018 Term Loan B bore 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 was based on adjusted LIBOR and was subject to a floor of 0.00 %. The base rate represented 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 was subject to a floor of 1.00 %. Beginning July 1, 2023, the borrowings utilizing SOFR under both the 2018 Term Loan A and 2018 Revolving Credit Facility, will now bear interest at, depending on the Company’s total leverage ratio, either the Adjusted Term SOFR plus a margin of between 1.75 % and 2.25 %, or the base rate plus a margin of between 0.75 % and 1.25 %. The applicable margin may also be subject to certain premiums or discounts tied to criteria determined by certain sustainability targets, as described above. Borrowings utilizing SOFR under the 2018 Term Loan B will bear interest at either, the Adjusted Term SOFR plus a margin of 2.50 %, or the base rate plus a margin of 1.50 %. The Adjusted Term SOFR is also subject to a floor of 0.00 %. The base rate represents the highest of the Federal Funds Rate plus 0.50 %, one-month Adjusted Term SOFR plus 1.00 %, and the prime rate quoted by The Wall Street Journal and continues to be subject to a floor of 1.00 %. The transition to Adjusted Term SOFR did not affect the margins previously applied to LIBOR or the base rate, as described further above. The Company will continue to be 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 continues to be 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 June 30, 2023 and December 31, 2022, 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 2022 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 2023 toward the 2018 Term Loan B. As of June 30, 2023 and December 31, 2022, the weighted-average interest rate for borrowings under the 2018 Credit Facility was 7.21 % and 4.08 %, respectively. During the six months ended June 30, 2023, the Company borrowed an aggregate amount of $ 71.0 million under the 2018 Credit Facility, all of which was under the 2018 Revolving Credit Facility, and repaid a total amount of $ 145.5 million on amounts outstanding under the 2018 Credit Facility, which included $ 131.0 million of repayments on amounts outstanding under the 2018 Revolving Credit Facility. During the six months ended June 30, 2022, the Company borrowed an aggregate amount of $ 159.0 million under the 2018 Credit Facility, all of which was under the 2018 Revolving Credit Facility, and repaid a total amount of $ 173.5 million on amounts outstanding under the 2018 Credit Facility, which included $ 159.0 million of repayments on amounts outstanding under the Revolving Credit Facility. As of June 30, 2023 and December 31, 2022, the U.S. dollar amount outstanding under the 2018 Credit Facility was $ 901.2 million and $ 975.7 million, respectively. Of the $ 901.2 million outstanding under the 2018 Credit Facility as of June 30, 2023, $ 246.8 million was outstanding under the 2018 Term Loan A and $ 654.4 million was outstanding under the 2018 Term Loan B. There were no borrowings outstanding under the 2018 Revolving Credit Facility as of June 30, 2023. Of the $ 975.7 million outstanding under the 2018 Credit Facility as of December 31, 2022, $ 257.6 million was outstanding under the 2018 Term Loan A, $ 658.1 million was outstanding under the 2018 Term Loan B, and $ 60.0 million was outstanding under the 2018 Revolving Credit Facility. There were no outstanding foreign currency borrowings under the 2018 Credit Facility as of June 30, 2023 and December 31, 2022. During the three months ended June 30, 2023 and 2022, the Company recognized $ 18.1 million and $ 9.4 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 $ 0.5 million and $ 0.5 million, respectively, relating to amortization of debt issuance costs. During the six months ended June 30, 2023 and 2022, the Company recognized $ 35.2 million and $ 16.9 million, respectively, of interest expense relating to the 2018 Credit Facility, which included $ 0.2 million and $ 0.2 million, respectively, relating to non-cash interest expense relating to the debt discount and $ 1.0 million and $ 1.0 million, respectively, relating to amortization of debt issuance costs. The fair value of the outstanding borrowings on the 2018 Term Loan A are 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 June 30, 2023 and December 31, 2022, the carrying value of the 2018 Term Loan A was $ 246.0 million and $ 257.0 million, respectively, and the fair value was approximately $ 239.4 million and $ 250.0 million, respectively. The fair value of the outstanding borrowings under the 2018 Term Loan B are determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as described in Note 12, Fair Value Measurements . As of June 30, 2023 and December 31, 2022, the carrying amount of the 2018 Term Loan B was $ 651.3 million and $ 654.3 million, respectively, and the fair value was approximately $ 634.7 million and $ 638.8 million, respectively. The fair value of the outstanding borrowings on the 2018 Revolving Credit Facility approximated its carrying value of $ 60.0 million as of December 31, 2022 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 June 30, 2023. In March 2018, prior to the adoption of ASU 2020-06 as described further below, 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. In addition, the effective-interest on the 2024 Convertible Notes is approximately 3.1 % per annum. See Note 2, Significant Accounting Policies , of the 2022 10-K for further information on the Company’s adoption of ASU 2020-06. In December 2022, the Company issued $ 277.5 million aggregate principal amount of new convertible senior notes due 2028, or the 2028 Convertible Notes as described below, and subsequently used the proceeds, to repurchase $ 287.5 million of its existing 2024 Convertible Notes from a limited number of holders in privately negotiated transactions for an aggregate purchase price of $ 274.9 million, which included $ 1.7 million of accrued interest. For accounting purposes, pursuant to ASC 470, Debt , these transactions were accounted for as an extinguishment of 2024 Convertible Notes and an issuance of new 2028 Convertible Notes. As a result, the Company recognized $ 286.0 million as a reduction to long-term debt representing the carrying value of the repurchased 2024 Convertible Notes. The $ 12.8 million d ifference between the cash paid and carrying value of the repurchased 2024 Convertible Notes was recognized as a gain on the extinguishment of debt and is recorded in other (income) expense, net within the Company’s consolidated statement of income during the fourth quarter of 2022. The accounting impact of the new 2028 Convertible Notes is described in further detail below. As of June 30, 2023, the remaining outstanding principal on the 2024 Convertible Notes was $ 262.5 million, the unamortized debt issuance costs were $ 0.8 million, and the carrying amount was $ 261.7 million, which was recorded to current portion of long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2022, the remaining outstanding principal on the 2024 Convertible Notes was $ 262.5 million, the unamortized debt issuance costs were $ 1.3 million, and the carrying amount was $ 261.2 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 $ 254.9 million and $ 243.3 million as of June 30, 2023 and December 31, 2022, respectively, and was determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements . During the three months ended June 30, 2023 and 2022, the Company recognized $ 2.0 million and $ 4.1 million, respectively, of interest expense relating to the 2024 Convertible Notes, which included $ 0.2 million and $ 0.6 million, respectively, relating to amortization of debt issuance costs. During the six months ended June 30, 2023 and 2022, the Company recognized $ 3.8 million and $ 8.3 million, respectively, of interest expense relating to the 2024 Convertible Notes, which included $ 0.5 million and $ 1.1 million, respectively, relating to amortization of debt issuance costs. Convertible Senior Notes due 2028 In December 2022, the Company issued $ 250.0 million aggregate principal amount of convertible senior notes in a private offering to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company granted an option to the initial purchasers to purchase up to an additional $ 37.5 million aggregate principal amount of 2028 Convertible Notes, of which $ 27.5 million was exercised during December 2022, resulting in a total issuance of $ 277.5 million aggregate principal amount of 2028 Convertible Notes. The 2028 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 2028 Convertible Notes pay interest at a rate of 4.25 % per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. Unless redeemed, repurchased or converted in accordance with their terms prior to such date, the 2028 Convertible Notes mature on June 15, 2028 . Holders of the 2028 Convertible Notes may convert their notes at their option under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending March 31, 2023, 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 2028 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 2028 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 2028 Convertible Notes for each such day; (iii) if the Company calls the 2028 Convertible Notes for redemption; or (iv) upon the occurrence of specified corporate events. On and after March 15, 2028, holders may convert their 2028 Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the principal portion of the 2028 Convertible Notes will be settled in cash and to the extent the conversion value exceeds the principal amount, the Company may elect to settle in cash, or a combination of cash and common shares, based on the applicable conversion rate at such time. The 2028 Convertible Notes had an initial conversion rate of 58.8998 common shares per $ 1,000 principal amount of the 2028 Convertible Notes, or an initial conversion price of approximately $ 16.98 per common share. The conversion rate is subject to adjustment upon the occurrence of certain events. The Company incurred approximately $ 8.5 million of issuance costs during the fourth quarter of 2022 relating to the issuance of the 2028 Convertible Notes. These were recorded as a debt discount on the Company’s consolidated balance sheet and are being amortized over the contractual term of the 2028 Convertible Notes using the effective-interest method. The effective-interest rate on the 2028 Convertible Notes is approximately 4.9 % per annum. As of June 30, 2023, the outstanding principal on the 2028 Convertible Notes was $ 277.5 million, the unamortized debt issuance costs were $ 7.7 million, and the carrying amount was $ 269.8 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2022, the outstanding principal on the 2028 Convertible Notes was $ 277.5 million, the unamortized debt issuance costs were $ 8.4 million, and the carrying amount was $ 269.1 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2028 Convertible Notes was approximately $ 289.7 million and $ 305.4 million as of June 30, 2023 and December 31, 2022, respectively, and was determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements . During the three months ended June 30, 2023, the Company recognized $ 3.3 million of interest expense relating to the 2028 Convertible Notes, which included $ 0.4 million relating to non-cash interest expense relating to amortization of debt issuance costs. During the six months ended June 30, 2023, the Company recognized $ 6.6 million, of interest expense relating to the 2028 Convertible Notes, which included $ 0.7 million relating to non-cash interest expense 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 June 30, 2023, the outstanding principal on the 2025 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 3.7 million, and the carrying amount was $ 596.3 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2022, the outstanding principal on the 2025 Notes was $ 600.0 million, the unamortized debt issuance costs were $ 4.4 million, and the carrying amount was $ 595.6 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 $ 551.9 million and $ 534.4 million as of June 30, 2023 and |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 , the Company had $ 19.5 million of Mexico VAT-related assets, of which $ 11.5 million was recognized in prepaid expenses and other current assets and $ 8.0 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. In addition, the Mexican Tax Administration Service is auditing the Company’s various tax filings for the 2019 year and after completing its initial examination, the Tax Administration Service is now discussing its preliminary findings with the Company. Those findings primarily concern which VAT rate is applicable to certain of the Company’s products. It is possible that the Company could receive an assessment from the Tax Administration Service after these discussions are completed. The Company believes that it has meritorious defenses if an assessment is issued by the Tax Administration Service and does not believe a loss is currently probable. The Company is currently unable to reasonably estimate the amount of loss that may result from an unfavorable outcome if a formal assessment is issued by the Tax Administration Service. 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 related to the 2004 tax assessment which reduced the exposure to the Company. The aggregate combined amount of all these assessments is equivalent to approximately $ 11.7 million, translated at the June 30, 2023 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 $ 33.1 million, translated at the June 30, 2023 spot rate, relating to various ICMS issues for its 2013 tax year. During August 2017, for the State of São Paulo, the Company received an assessment in the aggregate amount of approximately $ 12.3 million, translated at the June 30, 2023 spot rate, relating to various ICMS issues for its 2014 tax year. The Company is appealing both of these assessments and they are currently at the Third Level Administrative Court. During September 2018, for the State of Rio de Janeiro, the Company received an assessment in the aggregate amount of approximately $ 7.3 million, translated at the June 30, 2023 spot rate, relating to various ICMS-ST issues for its 2016 and 2017 tax years. The Company is appealing this assessment and the case is about to commence in the First Level Judicial Court. 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 $ 12.7 million, translated at the June 30, 2023 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 $ 3.7 million, translated at the June 30, 2023 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 $ 12.5 million, translated at the June 30, 2023 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 $ 17.2 million for those respective years, translated at the June 30, 2023 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 multiple years 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 was approximately $ 25 million. The Company paid the assessment in order to litigate the case and had previously recognized these payments in other assets within its consolidated balance sheet as of December 31, 2021. The Company lodged a first-level administrative appeal, which was denied on October 21, 2016. On January 31, 2017, the Company filed a further appeal to the National Tax Tribunal of Korea. In November 2018, the Company received an unfavorable decision from the National Tax Tribunal of Korea. In February 2019, the Company submitted an appeal to the Seoul Administrative Court. On February 17, 2021, the Seoul Administrative Court issued a verdict in favor of the Company. On March 10, 2021, the Korea Customs Service filed an appeal to the High Court against the verdict. 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 approximately $ 25 million assessed amount to the Company since the assessment had been nullified by the Courts and the Company reduced its other assets within its consolidated balance sheet by the same corresponding amount . 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 $ 8.8 million, translated at the June 30, 2023 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its condensed consolidated balance sheet as of June 30, 2023 . In March 2023, the Seoul Administrative Court issued a verdict in favor of the Company on narrow technical grounds. In April 2023, the Korea Customs Service filed an appeal to the High Court against the verdict and the case continues to be litigated. 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 $ 13.6 million, translated at the June 30, 2023 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 June 30, 2023 . 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 $ 11.1 million, translated at the June 30, 2023 spot rate. The Company has paid the assessment and has recognized this payment in other assets within its condensed consolidated balance sheet as of June 30, 2023. The Company is currently litigating these two 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 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 June 30, 2023 , 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 granted preliminary approval on April 6, 2023. Per the terms of the agreement, Herbalife established a settlement fund and deposited $ 12.5 million into an escrow account on April 19, 2023, which was included in prepaid expenses and other current assets within its consolidated balance sheet as of June 30, 2023. The final approval hearing is set for October 16, 2023. On January 17, 2022, the Company filed a lawsuit, titled Herbalife International of America, Inc. vs. Eastern Computer Exchange, Inc. , against a former technology services vendor in the U.S. District Court for the Central District of California. The Company alleges claims of breach of contract, breach of fiduciary duty, fraudulent concealment, conversion, and declaratory relief related to the defendant’s request for payment for technology services and products that the company never authorized. The defendant asserted numerous counterclaims against the Company. On December 28, 2022, the Court partially granted a motion to dismiss counterclaims, leaving only breach of contract, promissory estoppel, and declaratory relief counterclaims. The Company believes the defendant’s counterclaims are without merit and will vigorously defend itself while pursuing relief for its own claims. Summary judgment motions have been filed, but not yet ruled upon. The current trial date for the action is March 12, 2024. The Company is currently unable to reasonably estimate the amount of the loss that may result from an unfavorable outcome and does not believe a loss is probable. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
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 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. During the third quarter of 2022, 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 currently has five geographic regions. 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 fiscal year 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 Six Months Ended June 30, June 30, June 30, June 30, (in millions) Net sales: Primary Reporting Segment $ 1,226.0 $ 1,289.0 $ 2,410.4 $ 2,519.2 China 88.0 103.7 155.7 209.3 Total net sales $ 1,314.0 $ 1,392.7 $ 2,566.1 $ 2,728.5 Contribution margin(1): Primary Reporting Segment $ 507.6 $ 534.1 $ 990.1 $ 1,038.5 China 75.1 89.9 130.1 180.4 Total contribution margin $ 582.7 $ 624.0 $ 1,120.2 $ 1,218.9 Selling, general, and administrative expenses(1) 460.5 470.0 936.4 924.9 Other operating income ( 1.2 ) ( 1.8 ) ( 10.1 ) ( 14.9 ) Interest expense, net 38.4 31.7 77.8 61.4 Income before income taxes 85.0 124.1 116.1 247.5 Income taxes 25.1 37.6 26.9 62.8 Net income $ 59.9 $ 86.5 $ 89.2 $ 184.7 (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 $ 44.5 million and $ 52.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 78.2 million and $ 106.4 million for the six months ended June 30, 2023 and 2022 , respectively. The following table sets forth net sales by geographic area: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (in millions) Net sales: United States $ 295.3 $ 333.5 $ 584.5 $ 650.6 India 189.4 163.6 368.0 315.6 Mexico 138.5 123.9 266.3 242.3 China 88.0 103.7 155.7 209.3 Others 602.8 668.0 1,191.6 1,310.7 Total net sales $ 1,314.0 $ 1,392.7 $ 2,566.1 $ 2,728.5 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
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 2022 10-K. During the six months ended June 30, 2023, the Company granted restricted stock units subject to service conditions and stock appreciation rights, or SARs, subject to service conditions. Share-based compensation expense amounted to $ 11.2 million and $ 13.7 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 22.0 million and $ 26.1 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 , the total unrecognized compensation cost related to all non-vested stock awards was $ 102.1 million and the related weighted-average period over which it is expected to be recognized is approximately 2.2 years. The following table summarizes the activity for all SARs under the Company’s share-based compensation plans for the six months ended June 30, 2023: 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, 2022(2) 3,074 $ 24.21 4.6 years $ 0.3 Granted 1,094 $ 14.90 Exercised ( 7 ) $ 15.22 Forfeited(3) ( 266 ) $ 28.61 Outstanding as of June 30, 2023(2) 3,895 $ 21.31 5.9 years $ — Exercisable as of June 30, 2023(4) 2,017 $ 27.46 2.4 years $ — Vested and expected to vest as of June 30, 2023(4) 3,834 $ 21.42 5.8 years $ — (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes 0.7 million and 0.8 million performance condition SARs as of June 30, 2023 and December 31, 2022 , respectively . (3) Includes 0.1 million performance condition SARs (4) Includes 0.7 million performance condition SARs The weighted-average grant date fair value of SARs granted during the three months ended June 30, 2023 was $ 6.09 . There were no SARs granted during the three months ended June 30, 2022. The weighted-average grant date fair value of SARs granted during the six months ended June 30, 2023 was $ 6.71 . There were no SARs granted during the six months ended June 30, 2022 . There were no SARs exercised during the three months ended June 30, 2023. The total intrinsic value of SARs exercised during the three months ended June 30, 2022 was $ 0.1 million. The total intrinsic value of SARs exercised during the six months ended June 30, 2023 and 2022 was less than $ 0.1 million and $ 0.4 million, respectively. The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the six months ended June 30, 2023: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2022(1) 4,538 $ 33.14 Granted 3,691 $ 13.80 Vested ( 1,173 ) $ 37.82 Forfeited ( 347 ) $ 27.92 Outstanding and nonvested as of June 30, 2023(1) 6,709 $ 21.95 Expected to vest as of June 30, 2023(2) 6,101 $ 20.55 (1) Includes 520,138 performance-based restricted stock units as of both June 30, 2023 and December 31, 2022 , which represents the maximum amount that can vest. (2) Includes 68,300 performance-based restricted stock units. The total vesting date fair value of restricted stock units which vested during the three months ended June 30, 2023 and 2022 was $ 2.8 million and $ 1.1 million, respectively. The total vesting date fair value of restricted stock units which vested during the six months ended June 30, 2023 and 2022 was $ 22.8 million and $ 33.5 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income taxes were $ 25.1 million and $ 37.6 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 26.9 million and $ 62.8 million for the six months ended June 30, 2023 and 2022 , respectively. The effective income tax rate was 29.5 % and 30.3 % for the three months ended June 30, 2023 and 2022 , respectively, and 23.2 % and 25.4 % for the six months ended June 30, 2023 and 2022, respectively. The decrease in the effective tax rate for the three and six months ended June 30, 2023 as compared to the same period in 2022 was primarily due to an increase in benefits from discrete events, partially offset by changes in the geographic mix of the Company's income. As of June 30, 2023 , the total amount of unrecognized tax benefits, including related interest and penalties, was $ 67.8 million. If the total amount of unrecognized tax benefits was recognized, $ 45.4 million of unrecognized tax benefits, $ 15.8 million of interest, and $ 3.2 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 $ 10.5 million within the next twelve months. Of this possible decrease, $ 9.6 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 | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 9. Derivative Instruments and Hedging Activities Interest Rate Risk Management The Company engaged in an interest rate hedging strategy for which the hedged transactions were 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 provided 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 were recorded as a component of accumulated other comprehensive loss within shareholders’ deficit, and were recognized in interest expense, net within the Company’s condensed consolidated statement of income during the period when the hedged item and underlying transaction affected earnings. As of June 30, 2023 and December 31, 2022 , the aggregate notional amounts of interest rate swap agreements outstanding were approximately zero and $ 25.0 million, respectively. The fair values of the interest rate swap agreements were based on third-party bank quotes, and as of December 31, 2022, the Company recorded assets at fair value of $ 0.3 million 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 June 30, 2023 and December 31, 2022 , the aggregate notional amounts of all foreign currency contracts outstanding designated as cash flow hedges were approximately $ 50.5 million and $ 70.6 million, respectively. As of June 30, 2023 , 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 June 30, 2023 , the Company recorded assets at fair value of $ 0.1 million and liabilities at fair value of $ 4.9 million relating to all outstanding foreign currency contracts designated as cash flow hedges. As of December 31, 2022 , the Company recorded assets at fair value of $ 1.5 million and liabilities at fair value of $ 3.2 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 June 30, 2023 and December 31, 2022. As of both June 30, 2023 and December 31, 2022 , 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 June 30, 2023 , the Company had aggregate notional amounts of approximately $ 412.8 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 six months ended June 30, 2023 and 2022 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 six months ended June 30, 2023 and 2022: Amount of (Loss) Gain Recognized in Other Comprehensive Income (Loss) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ ( 2.3 ) $ ( 1.4 ) $ ( 6.9 ) $ ( 4.3 ) Interest rate swaps — 0.1 — 0.4 As of June 30, 2023 , 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 $ 5.1 million. The effect of cash flow hedging relationships on the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2023 and 2022 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Three Months Ended June 30, June 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 $ 301.6 $ 460.5 $ 38.4 $ 315.8 $ 470.0 $ 31.7 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 1.4 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 1.1 ) — — ( 1.2 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — ( 0.1 ) — — 0.7 — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — — — — Interest rate swaps: Amount of gain reclassified from accumulated other comprehensive loss to income — — — — — — Amount of gain excluded from assessment of effectiveness recognized in income — — — — — — Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Six Months Ended June 30, June 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 $ 600.2 $ 936.4 $ 77.8 $ 622.9 $ 924.9 $ 61.4 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 4.3 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 2.5 ) — — ( 2.8 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — — 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 — — 0.3 — — ( 0.2 ) 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 six months ended June 30, 2023 and 2022: Amount of (Loss) Gain Recognized in Income Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Location of (Loss) Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ ( 1.5 ) $ 0.1 $ ( 5.0 ) $ ( 0.4 ) 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 June 30, 2023 and December 31, 2022 . |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Deficit | 10. Shareholders’ Deficit Changes in shareholders’ deficit for the three months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, 2023 Common Shares Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of March 31, 2023 $ 0.1 $ 191.3 $ ( 239.0 ) $ ( 1,175.2 ) $ ( 1,222.8 ) Issuance of 0.2 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.0 1.0 Additional capital from share-based compensation 11.2 11.2 Repurchases of less than 0.1 common shares — ( 0.7 ) — ( 0.7 ) Net income 59.9 59.9 Foreign currency translation adjustment, net of income taxes of $( 0.2 ) 1.6 1.6 Unrealized loss on derivatives, net of income taxes of $( 0.1 ) ( 0.6 ) ( 0.6 ) Balance as of June 30, 2023 $ 0.1 $ 202.8 $ ( 238.0 ) $ ( 1,115.3 ) $ ( 1,150.4 ) Three Months Ended June 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 March 31, 2022 $ 0.1 $ ( 328.9 ) $ 173.0 $ ( 210.0 ) $ ( 1,087.5 ) $ ( 1,453.3 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.1 1.1 Additional capital from share-based compensation 13.7 13.7 Repurchases of 1.1 common shares — ( 2.0 ) ( 28.3 ) ( 30.3 ) Net income 86.5 86.5 Foreign currency translation adjustment, net of income taxes of $( 0.4 ) ( 31.9 ) ( 31.9 ) Unrealized loss on derivatives, net of income taxes of $ — ( 1.2 ) ( 1.2 ) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) Changes in shareholders’ deficit for the six months ended June 30, 2023 and 2022 were as follows: Six Months Ended June 30, 2023 Common Shares Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2022 $ 0.1 $ 188.7 $ ( 250.2 ) $ ( 1,204.5 ) $ ( 1,265.9 ) Issuance of 1.5 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.5 1.5 Additional capital from share-based compensation 22.0 22.0 Repurchases of 0.5 common shares — ( 9.4 ) — ( 9.4 ) Net income 89.2 89.2 Foreign currency translation adjustment, net of income taxes of $( 0.2 ) 14.8 14.8 Unrealized loss on derivatives, net of income taxes of $( 0.1 ) ( 2.6 ) ( 2.6 ) Balance as of June 30, 2023 $ 0.1 $ 202.8 $ ( 238.0 ) $ ( 1,115.3 ) $ ( 1,150.4 ) Six Months Ended June 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 — 2.2 2.2 Additional capital from share-based compensation 26.1 26.1 Repurchases of 4.1 common shares — ( 23.9 ) ( 122.6 ) ( 146.5 ) Net income 184.7 184.7 Foreign currency translation adjustment, net of income taxes of $( 0.4 ) ( 27.5 ) ( 27.5 ) Unrealized loss on derivatives, net of income taxes of $ — ( 3.8 ) ( 3.8 ) Cumulative effect of accounting change relating to adoption of ASU 2020-06 ( 136.7 ) 77.6 ( 59.1 ) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) 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 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 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 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 June 30, 2023 , the remaining authorized capacity under the Company’s $ 1.5 billion share repurchase program was approximately $ 985.5 million. During the six months ended June 30, 2023 , the Company did no t repurchase any of its common shares through open-market purchases. During the six months ended June 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. 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 six months ended June 30, 2023 and 2022, 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 allocates the purchase price of the repurchased shares to accumulated deficit, common shares and additional paid-in capital. For the six months ended June 30, 2023 and 2022 , the Company’s share repurchases, inclusive of transaction costs, were zero and $ 131.8 million, respectively, under the Company’s share repurchase programs, and $ 9.4 million and $ 14.7 million, respectively, due to shares withheld for tax purposes related to the Company’s share-based compensation plans. For the six months ended June 30, 2023 and 2022 , the Company’s total share repurchases, including shares withheld for tax purposes, were $ 9.4 million and $ 146.5 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 June 30, 2023 and 2022: Changes in Accumulated Other Comprehensive Loss by Component Three Months Ended June 30, June 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total (in millions) Beginning balance $ ( 235.0 ) $ ( 4.0 ) $ ( 239.0 ) $ ( 207.2 ) $ ( 2.8 ) $ ( 210.0 ) Other comprehensive income (loss) before reclassifications, net of tax 1.6 ( 2.3 ) ( 0.7 ) ( 31.9 ) ( 1.3 ) ( 33.2 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.7 1.7 — 0.1 0.1 Total other comprehensive income (loss), net of reclassifications 1.6 ( 0.6 ) 1.0 ( 31.9 ) ( 1.2 ) ( 33.1 ) Ending balance $ ( 233.4 ) $ ( 4.6 ) $ ( 238.0 ) $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the three months ended June 30, 2023 and 2022 . Other comprehensive income (loss) before reclassifications was net of tax benefit of $ 0.2 million for foreign currency translation adjustments for the three months ended June 30, 2023. Amounts reclassified from accumulated other comprehensive loss to income was net of tax benefit of $ 0.1 million for unrealized gain (loss) on derivatives for the three months ended June 30, 2023. Other comprehensive income (loss) before reclassifications was net of tax benefit of $ 0.4 million for foreign currency translation adjustments for the three months ended June 30, 2022. The following table summarizes changes in accumulated other comprehensive loss by component duri ng the six months ended June 30, 2023 and 2022: Changes in Accumulated Other Comprehensive Loss by Component Six Months Ended June 30, June 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total (in millions) Beginning balance $ ( 248.2 ) $ ( 2.0 ) $ ( 250.2 ) $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) Other comprehensive income (loss) before reclassifications, net of tax 14.8 ( 7.0 ) 7.8 ( 27.5 ) ( 3.9 ) ( 31.4 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 4.4 4.4 — 0.1 0.1 Total other comprehensive income (loss), net of reclassifications 14.8 ( 2.6 ) 12.2 ( 27.5 ) ( 3.8 ) ( 31.3 ) Ending balance $ ( 233.4 ) $ ( 4.6 ) $ ( 238.0 ) $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the six months ended June 30, 2023 and 2022 . Other comprehensive income (loss) before reclassifications was net of tax benefit of $ 0.2 million for foreign currency translation adjustments for the six months ended June 30, 2023. Amounts reclassified from accumulated other comprehensive loss to income was net of tax benefit of $ 0.1 million for unrealized gain (loss) on derivatives for the six months ended June 30, 2023. Other comprehensive income (loss) before reclassifications was net of tax benefit of $ 0.4 million for foreign currency translation adjustments for the six months ended June 30, 2022. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended June 30, June 30, June 30, June 30, (in millions) Weighted-average shares used in basic computations 99.1 98.2 98.8 99.1 Dilutive effect of exercise of equity grants outstanding 0.4 0.5 0.7 1.1 Dilutive effect of 2028 Convertible Notes — — 0.3 — Weighted-average shares used in diluted computations 99.5 98.7 99.8 100.2 There were an aggregate of 6.0 million and 5.4 million of equity grants, consisting of SARs and restricted stock units, that were outstanding during the three months ended June 30, 2023 and 2022 , respectively, and an aggregate of 5.5 million and 3.7 million of equity grants, consisting of SARs and restricted stock units, that were outstanding during the six months ended June 30, 2023 and 2022, 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 six months ended June 30, 2023 and 2022, 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 six months ended June 30, 2023 and 2022. The initial conversion rate and conversion price for the 2024 Convertible Notes are described further in Note 4, Long-Term Debt . For the 2028 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 cash or common shares and cash. The Company uses the if-converted 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 2028 Convertible Notes. For the three months ended June 30, 2023, the 2028 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 2028 Convertible Notes exceeded the average market price of the Company’s common shares for the three months ended June 30, 2023. The dilutive impact for the six months ended June 30, 2023 is 0.3 million common shares. The initial conversion rate and conversion price for the 2028 Convertible Notes are described further in Note 4, Long-Term Debt . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 were 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 June 30, 2023 and December 31, 2022: Significant Other Observable Inputs (Level 2) Fair Value as of June 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 $ 0.1 $ 1.5 Prepaid expenses and other current assets Interest rate swaps — 0.3 Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 0.6 1.1 Prepaid expenses and other current assets $ 0.7 $ 2.9 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 4.9 $ 3.2 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3.2 2.8 Other current liabilities $ 8.1 $ 6.0 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 2022 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 June 30, 2023 and December 31, 2022: 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) June 30, 2023 Foreign exchange currency contracts $ 0.7 $ ( 0.5 ) $ 0.2 Total $ 0.7 $ ( 0.5 ) $ 0.2 December 31, 2022 Foreign exchange currency contracts $ 2.6 $ ( 2.4 ) $ 0.2 Interest rate swaps 0.3 — 0.3 Total $ 2.9 $ ( 2.4 ) $ 0.5 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) June 30, 2023 Foreign exchange currency contracts $ 8.1 $ ( 0.5 ) $ 7.6 Total $ 8.1 $ ( 0.5 ) $ 7.6 December 31, 2022 Foreign exchange currency contracts $ 6.0 $ ( 2.4 ) $ 3.6 Total $ 6.0 $ ( 2.4 ) $ 3.6 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 June 30, 2023 and December 31, 2022 , 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 | 6 Months Ended |
Jun. 30, 2023 | |
Transformation Programs Text Block [Abstract] | |
Transformation Program | 13. Transformation Program In 2021, the Company initiated a global transformation program to optimize global processes for future growth, or the Transformation Program. The Transformation Program involves the investment in certain new technologies and the realignment of infrastructure and the locations of certain functions to better support distributors and customers. The Company has incurred total pre-tax expenses of approximately $ 62.4 million through June 30, 2023 , of which $ 10.1 million and $ 3.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 37.4 million and $ 4.8 million for the six months ended June 30, 2023 and 2022 , respectively, were recognized in selling, general, and administrative expenses within its condensed consolidated statements of income. The Company expects to incur total pre-tax expenses of at least $ 75.0 million relating to the Transformation Program based on actual expenses incurred to date and expected future expenses. Since the Transformation Program is still ongoing and is expected to be completed in 2024, these estimated amounts are preliminary and based on Management's estimates and actual results could differ from such estimates. Costs related to the Transformation Program were as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cumulative costs incurred to date as of June 30, 2023 (in millions) Professional fees $ 2.0 $ 2.2 $ 4.1 $ 3.1 $ 21.0 Retention and separation 7.9 1.0 33.1 1.7 40.9 Other 0.2 — 0.2 — 0.5 Total $ 10.1 $ 3.2 $ 37.4 $ 4.8 $ 62.4 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, 2022 $ 0.6 $ 3.2 $ — $ 3.8 Expenses 4.1 33.1 0.2 37.4 Cash payments ( 4.0 ) ( 31.0 ) ( 0.2 ) ( 35.2 ) Non-cash items and other — — — — Balance as of June 30, 2023 $ 0.7 $ 5.3 $ — $ 6.0 |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 42.3 million and $ 39.4 million and deferred tax assets of $ 146.6 million and $ 131.6 million as of June 30, 2023 and December 31, 2022, respectively. Other Current Liabilities Other current liabilities consisted of the following: June 30, December 31, (in millions) Accrued compensation $ 107.0 $ 108.3 Accrued service fees to China independent service providers 32.3 33.0 Accrued advertising, events, and promotion expenses 62.2 65.0 Current operating lease liabilities 37.3 37.4 Advance sales deposits 73.2 53.9 Income taxes payable 10.5 12.5 Other accrued liabilities 205.9 203.9 Total $ 528.4 $ 514.0 Other Non-Current Liabilities The Other non-current liabilities on the Company’s accompanying condensed consolidated balance sheets included deferred compensation plan liabilities of $ 64.7 million and $ 61.1 million and deferred income tax liabilities of $ 22.6 m illion and $ 19.0 million as of June 30, 2023 and December 31, 2022, respectively. See Note 6, Employee Compensation Plans , to the Consolidated Financial Statements included in the 2022 10-K for a further description of the Company’s deferred compensation plan assets and liabilities. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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 June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 include Herbalife 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 June 30, 2023 and for the three and six months ended June 30, 2023 and 2022. 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, 2022, or the 2022 10-K. Operating results for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 . |
Recently Adopted Pronouncements | Recently Adopted Pronouncements In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company's 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 adoption of this guidance during the first quarter of 2023 did not have a material impact on the Company's condensed consolidated financial statements. In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement- Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation- Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 − General Revision of Regulation S-X: Income or Loss Applicable to Common Stock , which among various updates, includes (1) clarification on comprehensive income presentation for registrants having more than one class of common stock and (2) more specifically, clarifies language on considering the impact of material non-public information over share-based payment transactions, such as spring-loaded grants, when a) estimating the expected volatility for valuation purposes and b) calculating the fair value of the share based payment transactions to take into account a minimum amount of factors, including the current price of underlying shares. In addition, this ASU, also describes disclosure requirements for share-based payment transactions relating to these types of spring-loaded grant arrangements. This ASU does not provide any new guidance so there is no transition or effective date associated with this ASU which did not have a material impact on the Company's condensed consolidated financial statements. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) - Common Control Arrangements . This ASU addresses issues related to accounting for leases under common control arrangements. The standard will include an amendment to Topic 842 for all entities with leasehold improvements in common control arrangements to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group if certain criteria are met. The amendments in this update are effective for reporting periods beginning after December 15, 2023, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s 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. The Company recognizes 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. For China and third-party importer sales transactions, as the Company is the principal party for the majority of these 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. In addition, for those certain China independent service providers who are deemed to be the Company’s customers for accounting purposes as described above, a portion of the service fees payable to these Members will be classified as a reduction of net sales as opposed to the entire service fee being recognized within selling, general, and administrative expenses. The Company recognizes revenue when it delivers products to its United States Members; distributor allowances, inclusive of discounts and wholesale commissions, are recorded as a reduction to net sales; and royalty overrides are classified as an operating expense. Shipping and handling services relating to product sales are recognized as fulfillment activities on the Company’s performance obligation to transfer products and are therefore recorded within net sales as part of product sales and are not considered as separate revenues. Shipping and handling costs paid by the Company are included in cost of sales. The Company presents sales taxes collected from customers on a net basis. The Company generally receives the net sales price in cash or through credit card payments at the point of sale. 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 $ 66.7 million and $ 52.4 million as of June 30, 2023 and December 31, 2022, respectively. Substantially all credit card receivables were current as of June 30, 2023 and December 31, 2022 . The Company recorded bad-debt expense related to allowances for the Company’s receivables of less than $ 0.1 million and $ 0.1 million during the three months ended June 30, 2023 and 2022 , respectively, and $ 0.1 million and $ 0.1 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 , the Company’s allowance for doubtful accounts was $ 1.7 million and $ 2.1 million, respectively. As of June 30, 2023 and December 31, 2022, 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 six months ended June 30, 2023, the Company recognized substantially all of the revenues that were included within advance sales deposits as of December 31, 2022 and any remaining such balance was not material as of June 30, 2023. Advance sales deposits are included in other current liabilities on 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 $ 1.8 million and $ 2.1 million as of June 30, 2023 and December 31, 2022, 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 June 30, 2023 , 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 $ 1.2 million and $ 1.8 million during the three months ended June 30, 2023 and 2022 , respectively, and $ 10.1 million and $ 14.9 million during the six months ended June 30, 2023 and 2022 , 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. |
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: June 30, December 31, (in millions) Cash and cash equivalents $ 526.6 $ 508.0 Restricted cash included in Prepaid expenses and other current assets 15.8 2.5 Restricted cash included in Other assets 4.9 5.8 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 547.3 $ 516.3 The majority of the Company’s consolidated restricted cash held by certain of its foreign entities consists of cash deposits that are required due to the business operating requirements in those jurisdictions. In addition, as of June 30, 2023, the Company's consolidated restricted cash also includes $ 12.5 million in deposits into an escrow account in the U.S. for the class action lawsuit, titled Rodgers, et al. v Herbalife Ltd., et al . See Note 5, Contingencies , for further information. |
Use of Estimates | Use of Estimates The Company continues to operate in an uncertain macroeconomic and geopolitical environment caused by high inflation, foreign exchange rate fluctuations, the war in Ukraine, lingering COVID-19 pandemic impacts and other factors. The Company is closely monitoring the evolving macroeconomic and geopolitical conditions to assess potential impacts on its business. Due to the significant uncertainty created by these circumstances, actual results could differ from Management's estimates and judgments. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current macroeconomic environment, which estimates and assumptions the Company believes to be reasonable under the circumstances. Changes in estimates resulting from continuing changes in the macroeconomic environment will be reflected in the financial statements in future periods. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, December 31, (in millions) Cash and cash equivalents $ 526.6 $ 508.0 Restricted cash included in Prepaid expenses and other current assets 15.8 2.5 Restricted cash included in Other assets 4.9 5.8 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 547.3 $ 516.3 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Classes of Inventory | The following are the major classes of inventory: June 30, December 31, (in millions) Raw materials $ 84.2 $ 83.1 Work in process 9.4 7.0 Finished goods 431.5 490.6 Total $ 525.1 $ 580.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Long-Term Debt | Long-term debt consists of the following: June 30, December 31, (in millions) Borrowings under senior secured credit facility, carrying value $ 897.3 $ 971.3 2.625 % convertible senior notes due 2024 , carrying value 261.7 261.2 4.250 % convertible senior notes due 2028 , carrying value 269.8 269.1 7.875 % senior notes due 2025 , carrying value 596.3 595.6 4.875 % senior notes due 2029 , carrying value 594.0 593.6 Other 3.2 1.2 Total 2,622.3 2,692.0 Less: current portion 295.8 29.5 Long-term portion $ 2,326.5 $ 2,662.5 |
Annual Scheduled Principal Payments of Debt | As of June 30, 2023, annual scheduled principal payments of debt were as follows: Principal Payments (in millions) 2023 $ 14.9 2024 300.1 2025 1,451.8 2026 0.1 2027 — Thereafter 877.5 Total $ 2,644.4 |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Operating information for the two reportable segments is as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (in millions) Net sales: Primary Reporting Segment $ 1,226.0 $ 1,289.0 $ 2,410.4 $ 2,519.2 China 88.0 103.7 155.7 209.3 Total net sales $ 1,314.0 $ 1,392.7 $ 2,566.1 $ 2,728.5 Contribution margin(1): Primary Reporting Segment $ 507.6 $ 534.1 $ 990.1 $ 1,038.5 China 75.1 89.9 130.1 180.4 Total contribution margin $ 582.7 $ 624.0 $ 1,120.2 $ 1,218.9 Selling, general, and administrative expenses(1) 460.5 470.0 936.4 924.9 Other operating income ( 1.2 ) ( 1.8 ) ( 10.1 ) ( 14.9 ) Interest expense, net 38.4 31.7 77.8 61.4 Income before income taxes 85.0 124.1 116.1 247.5 Income taxes 25.1 37.6 26.9 62.8 Net income $ 59.9 $ 86.5 $ 89.2 $ 184.7 (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 $ 44.5 million and $ 52.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 78.2 million and $ 106.4 million for the six months ended June 30, 2023 and 2022 , 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 Six Months Ended June 30, June 30, June 30, June 30, (in millions) Net sales: United States $ 295.3 $ 333.5 $ 584.5 $ 650.6 India 189.4 163.6 368.0 315.6 Mexico 138.5 123.9 266.3 242.3 China 88.0 103.7 155.7 209.3 Others 602.8 668.0 1,191.6 1,310.7 Total net sales $ 1,314.0 $ 1,392.7 $ 2,566.1 $ 2,728.5 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Activity Under Share-Based Compensation Plans | The following table summarizes the activity for all SARs under the Company’s share-based compensation plans for the six months ended June 30, 2023: 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, 2022(2) 3,074 $ 24.21 4.6 years $ 0.3 Granted 1,094 $ 14.90 Exercised ( 7 ) $ 15.22 Forfeited(3) ( 266 ) $ 28.61 Outstanding as of June 30, 2023(2) 3,895 $ 21.31 5.9 years $ — Exercisable as of June 30, 2023(4) 2,017 $ 27.46 2.4 years $ — Vested and expected to vest as of June 30, 2023(4) 3,834 $ 21.42 5.8 years $ — (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes 0.7 million and 0.8 million performance condition SARs as of June 30, 2023 and December 31, 2022 , respectively . (3) Includes 0.1 million performance condition SARs (4) Includes 0.7 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 six months ended June 30, 2023: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Outstanding and nonvested as of December 31, 2022(1) 4,538 $ 33.14 Granted 3,691 $ 13.80 Vested ( 1,173 ) $ 37.82 Forfeited ( 347 ) $ 27.92 Outstanding and nonvested as of June 30, 2023(1) 6,709 $ 21.95 Expected to vest as of June 30, 2023(2) 6,101 $ 20.55 (1) Includes 520,138 performance-based restricted stock units as of both June 30, 2023 and December 31, 2022 , which represents the maximum amount that can vest. (2) Includes 68,300 performance-based restricted stock units. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive Loss | The following table summarize s gains (losses) relating to derivative instruments recorded in other comprehensive income (loss) during the three and six months ended June 30, 2023 and 2022: Amount of (Loss) Gain Recognized in Other Comprehensive Income (Loss) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (in millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ ( 2.3 ) $ ( 1.4 ) $ ( 6.9 ) $ ( 4.3 ) Interest rate swaps — 0.1 — 0.4 |
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 six months ended June 30, 2023 and 2022 was as follows: Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Three Months Ended June 30, June 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 $ 301.6 $ 460.5 $ 38.4 $ 315.8 $ 470.0 $ 31.7 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 1.4 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 1.1 ) — — ( 1.2 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — ( 0.1 ) — — 0.7 — Amount of gain excluded from assessment of effectiveness recognized in income — 0.1 — — — — Interest rate swaps: Amount of gain reclassified from accumulated other comprehensive loss to income — — — — — — Amount of gain excluded from assessment of effectiveness recognized in income — — — — — — Location and Amount of (Loss) Gain Recognized in Income on Cash Flow Hedging Relationships Six Months Ended June 30, June 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 $ 600.2 $ 936.4 $ 77.8 $ 622.9 $ 924.9 $ 61.4 Foreign exchange currency contracts relating to inventory hedges: Amount of loss reclassified from accumulated other comprehensive loss to income ( 4.3 ) — — ( 0.8 ) — — Amount of loss excluded from assessment of effectiveness recognized in income ( 2.5 ) — — ( 2.8 ) — — Foreign exchange currency contracts relating to intercompany management fee hedges: Amount of gain (loss) reclassified from accumulated other comprehensive loss to income — ( 0.2 ) — — 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 — — 0.3 — — ( 0.2 ) 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 six months ended June 30, 2023 and 2022: Amount of (Loss) Gain Recognized in Income Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Location of (Loss) Gain Recognized in Income (in millions) Derivatives not designated as hedging instruments: Foreign exchange currency contracts $ ( 1.5 ) $ 0.1 $ ( 5.0 ) $ ( 0.4 ) Selling, general, and administrative expenses |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Summary of Changes in Shareholders' Deficit | Changes in shareholders’ deficit for the three months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, 2023 Common Shares Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of March 31, 2023 $ 0.1 $ 191.3 $ ( 239.0 ) $ ( 1,175.2 ) $ ( 1,222.8 ) Issuance of 0.2 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.0 1.0 Additional capital from share-based compensation 11.2 11.2 Repurchases of less than 0.1 common shares — ( 0.7 ) — ( 0.7 ) Net income 59.9 59.9 Foreign currency translation adjustment, net of income taxes of $( 0.2 ) 1.6 1.6 Unrealized loss on derivatives, net of income taxes of $( 0.1 ) ( 0.6 ) ( 0.6 ) Balance as of June 30, 2023 $ 0.1 $ 202.8 $ ( 238.0 ) $ ( 1,115.3 ) $ ( 1,150.4 ) Three Months Ended June 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 March 31, 2022 $ 0.1 $ ( 328.9 ) $ 173.0 $ ( 210.0 ) $ ( 1,087.5 ) $ ( 1,453.3 ) Issuance of 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.1 1.1 Additional capital from share-based compensation 13.7 13.7 Repurchases of 1.1 common shares — ( 2.0 ) ( 28.3 ) ( 30.3 ) Net income 86.5 86.5 Foreign currency translation adjustment, net of income taxes of $( 0.4 ) ( 31.9 ) ( 31.9 ) Unrealized loss on derivatives, net of income taxes of $ — ( 1.2 ) ( 1.2 ) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) Changes in shareholders’ deficit for the six months ended June 30, 2023 and 2022 were as follows: Six Months Ended June 30, 2023 Common Shares Paid-in Capital in Excess of Par Value Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders’ Deficit (in millions) Balance as of December 31, 2022 $ 0.1 $ 188.7 $ ( 250.2 ) $ ( 1,204.5 ) $ ( 1,265.9 ) Issuance of 1.5 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other — 1.5 1.5 Additional capital from share-based compensation 22.0 22.0 Repurchases of 0.5 common shares — ( 9.4 ) — ( 9.4 ) Net income 89.2 89.2 Foreign currency translation adjustment, net of income taxes of $( 0.2 ) 14.8 14.8 Unrealized loss on derivatives, net of income taxes of $( 0.1 ) ( 2.6 ) ( 2.6 ) Balance as of June 30, 2023 $ 0.1 $ 202.8 $ ( 238.0 ) $ ( 1,115.3 ) $ ( 1,150.4 ) Six Months Ended June 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 — 2.2 2.2 Additional capital from share-based compensation 26.1 26.1 Repurchases of 4.1 common shares — ( 23.9 ) ( 122.6 ) ( 146.5 ) Net income 184.7 184.7 Foreign currency translation adjustment, net of income taxes of $( 0.4 ) ( 27.5 ) ( 27.5 ) Unrealized loss on derivatives, net of income taxes of $ — ( 3.8 ) ( 3.8 ) Cumulative effect of accounting change relating to adoption of ASU 2020-06 ( 136.7 ) 77.6 ( 59.1 ) Balance as of June 30, 2022 $ 0.1 $ ( 328.9 ) $ 185.8 $ ( 243.1 ) $ ( 1,029.3 ) $ ( 1,415.4 ) |
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 June 30, 2023 and 2022: Changes in Accumulated Other Comprehensive Loss by Component Three Months Ended June 30, June 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total (in millions) Beginning balance $ ( 235.0 ) $ ( 4.0 ) $ ( 239.0 ) $ ( 207.2 ) $ ( 2.8 ) $ ( 210.0 ) Other comprehensive income (loss) before reclassifications, net of tax 1.6 ( 2.3 ) ( 0.7 ) ( 31.9 ) ( 1.3 ) ( 33.2 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 1.7 1.7 — 0.1 0.1 Total other comprehensive income (loss), net of reclassifications 1.6 ( 0.6 ) 1.0 ( 31.9 ) ( 1.2 ) ( 33.1 ) Ending balance $ ( 233.4 ) $ ( 4.6 ) $ ( 238.0 ) $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the three months ended June 30, 2023 and 2022 . The following table summarizes changes in accumulated other comprehensive loss by component duri ng the six months ended June 30, 2023 and 2022: Changes in Accumulated Other Comprehensive Loss by Component Six Months Ended June 30, June 30, Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total Foreign Currency Translation Adjustments Unrealized Loss on Derivatives Total (in millions) Beginning balance $ ( 248.2 ) $ ( 2.0 ) $ ( 250.2 ) $ ( 211.6 ) $ ( 0.2 ) $ ( 211.8 ) Other comprehensive income (loss) before reclassifications, net of tax 14.8 ( 7.0 ) 7.8 ( 27.5 ) ( 3.9 ) ( 31.4 ) Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) — 4.4 4.4 — 0.1 0.1 Total other comprehensive income (loss), net of reclassifications 14.8 ( 2.6 ) 12.2 ( 27.5 ) ( 3.8 ) ( 31.3 ) Ending balance $ ( 233.4 ) $ ( 4.6 ) $ ( 238.0 ) $ ( 239.1 ) $ ( 4.0 ) $ ( 243.1 ) (1) See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the six months ended June 30, 2023 and 2022 . |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended June 30, June 30, June 30, June 30, (in millions) Weighted-average shares used in basic computations 99.1 98.2 98.8 99.1 Dilutive effect of exercise of equity grants outstanding 0.4 0.5 0.7 1.1 Dilutive effect of 2028 Convertible Notes — — 0.3 — Weighted-average shares used in diluted computations 99.5 98.7 99.8 100.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022: Significant Other Observable Inputs (Level 2) Fair Value as of June 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 $ 0.1 $ 1.5 Prepaid expenses and other current assets Interest rate swaps — 0.3 Prepaid expenses and other current assets Derivatives not designated as hedging instruments: Foreign exchange currency contracts 0.6 1.1 Prepaid expenses and other current assets $ 0.7 $ 2.9 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 4.9 $ 3.2 Other current liabilities Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3.2 2.8 Other current liabilities $ 8.1 $ 6.0 |
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 June 30, 2023 and December 31, 2022: 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) June 30, 2023 Foreign exchange currency contracts $ 0.7 $ ( 0.5 ) $ 0.2 Total $ 0.7 $ ( 0.5 ) $ 0.2 December 31, 2022 Foreign exchange currency contracts $ 2.6 $ ( 2.4 ) $ 0.2 Interest rate swaps 0.3 — 0.3 Total $ 2.9 $ ( 2.4 ) $ 0.5 |
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) June 30, 2023 Foreign exchange currency contracts $ 8.1 $ ( 0.5 ) $ 7.6 Total $ 8.1 $ ( 0.5 ) $ 7.6 December 31, 2022 Foreign exchange currency contracts $ 6.0 $ ( 2.4 ) $ 3.6 Total $ 6.0 $ ( 2.4 ) $ 3.6 |
Transformation Program (Tables)
Transformation Program (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended June 30, June 30, June 30, June 30, Cumulative costs incurred to date as of June 30, 2023 (in millions) Professional fees $ 2.0 $ 2.2 $ 4.1 $ 3.1 $ 21.0 Retention and separation 7.9 1.0 33.1 1.7 40.9 Other 0.2 — 0.2 — 0.5 Total $ 10.1 $ 3.2 $ 37.4 $ 4.8 $ 62.4 |
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, 2022 $ 0.6 $ 3.2 $ — $ 3.8 Expenses 4.1 33.1 0.2 37.4 Cash payments ( 4.0 ) ( 31.0 ) ( 0.2 ) ( 35.2 ) Non-cash items and other — — — — Balance as of June 30, 2023 $ 0.7 $ 5.3 $ — $ 6.0 |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: June 30, December 31, (in millions) Accrued compensation $ 107.0 $ 108.3 Accrued service fees to China independent service providers 32.3 33.0 Accrued advertising, events, and promotion expenses 62.2 65.0 Current operating lease liabilities 37.3 37.4 Advance sales deposits 73.2 53.9 Income taxes payable 10.5 12.5 Other accrued liabilities 205.9 203.9 Total $ 528.4 $ 514.0 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment Product | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Credit card receivables | $ 66.7 | $ 66.7 | $ 52.4 | |||
Bad-debt expense | $ 0.1 | 0.1 | $ 0.1 | |||
Allowance for doubtful accounts | 1.7 | 1.7 | 2.1 | |||
Allowances for product returns | $ 1.8 | 2.1 | ||||
Number of geographic regions | Segment | 5 | |||||
Number of product categories | Product | 5 | |||||
Escrow deposit | 12.5 | $ 12.5 | ||||
Accumulated deficit | (1,115.3) | (59.1) | (1,115.3) | (59.1) | (1,204.5) | |
Long-term debt | 2,622.3 | 2,622.3 | $ 2,692 | |||
Other operating income | 1.2 | 1.8 | 10.1 | 14.9 | ||
ASU 2020-06 [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Accumulated deficit | $ 77.6 | |||||
Maximum [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Bad-debt expense | 0.1 | |||||
China [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Other operating income | $ 1.2 | $ 1.8 | $ 10.1 | $ 14.9 |
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 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Cash and cash equivalents | $ 526.6 | $ 508 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 547.3 | 516.3 | $ 589.9 | $ 610.4 |
Prepaid expenses and other current assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | 15.8 | 2.5 | ||
Other Assets [Member] | ||||
Cash, Cash Equivalents and Restricted Cash [Line Items] | ||||
Restricted cash | $ 4.9 | $ 5.8 |
Inventories - Classes of Invent
Inventories - Classes of Inventory (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 84.2 | $ 83.1 |
Work in process | 9.4 | 7 |
Finished goods | 431.5 | 490.6 |
Total | $ 525.1 | $ 580.7 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||||
Borrowings under senior secured credit facility, carrying value | $ 897.3 | $ 971.3 | ||
Other | 3.2 | 1.2 | ||
Total | 2,622.3 | 2,692 | ||
Less: current portion | 295.8 | 29.5 | ||
Long-term portion | 2,326.5 | 2,662.5 | ||
2.625% Convertible Senior Notes Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes, carrying value | 261.7 | 261.2 | ||
Total | $ 59.1 | $ 410.1 | ||
4.250% Convertible Senior Notes Due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes, carrying value | 269.8 | 269.1 | ||
7.875% Senior Notes Due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes, carrying value | 596.3 | 595.6 | ||
4.875% Senior Notes Due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes, carrying value | $ 594 | $ 593.6 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | Mar. 31, 2018 | Jun. 30, 2023 | Dec. 31, 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 | Mar. 15, 2024 | |||
4.250% Convertible Senior Notes Due 2028 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 4.25% | 4.25% | |||
Debt instrument maturity date | Jun. 15, 2028 | Jun. 15, 2028 | |||
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 | |||
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 | 12 Months Ended | ||||||||||||||||||
Mar. 19, 2025 | Sep. 15, 2023 | Jul. 01, 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 ($) | Mar. 31, 2018 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) Days $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 | Dec. 31, 2022 USD ($) Days $ / shares | Jan. 01, 2022 USD ($) | Jun. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | $ 2,644,400,000 | $ 2,644,400,000 | |||||||||||||||||||||
Long-Term Debt | 2,622,300,000 | 2,622,300,000 | $ 2,692,000,000 | ||||||||||||||||||||
Accumulated deficit | (1,115,300,000) | $ (59,100,000) | (1,115,300,000) | $ (59,100,000) | (1,204,500,000) | ||||||||||||||||||
Borrowings under the senior secured credit facility | 897,300,000 | 897,300,000 | 971,300,000 | ||||||||||||||||||||
Interest expense | 41,100,000 | 33,200,000 | 82,900,000 | 64,600,000 | |||||||||||||||||||
Paid-in-capital in excess of par value | 202,800,000 | 202,800,000 | 188,700,000 | ||||||||||||||||||||
Long-term debt | 2,622,300,000 | 2,622,300,000 | 2,692,000,000 | ||||||||||||||||||||
Letters of credit issued but undrawn | 41,000,000 | 41,000,000 | |||||||||||||||||||||
2.625% Convertible Senior Notes Due 2024 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | $ 550,000,000 | 262,500,000 | 262,500,000 | 262,500,000 | |||||||||||||||||||
Reduction to long term debt representing carrying value of convertible debt | 286,000,000 | ||||||||||||||||||||||
Deferred financing costs | 12,900,000 | ||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | 550,000,000 | 277,500,000 | |||||||||||||||||||||
Debt instrument , Purchase Price | 274,900,000 | ||||||||||||||||||||||
Loss on extinguishment of debt | (12,800,000) | ||||||||||||||||||||||
Long-Term Debt | $ 410,100,000 | $ 59,100,000 | |||||||||||||||||||||
Additional Paid in Capital | 136,700,000 | ||||||||||||||||||||||
Interest expense | 2,000,000 | 4,100,000 | 3,800,000 | 8,300,000 | |||||||||||||||||||
Amortization of deferred financing costs | $ 200,000 | 600,000 | $ 500,000 | 1,100,000 | |||||||||||||||||||
Convertible notes, interest rate | 2.625% | 2.625% | 2.625% | ||||||||||||||||||||
Convertible notes maturity | Mar. 15, 2024 | Mar. 15, 2024 | |||||||||||||||||||||
Principal amount of convertible notes | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Convertible notes conversion rate | 16.0056 | 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% | 3.10% | |||||||||||||||||||||
Accrued interest | 1,700,000 | ||||||||||||||||||||||
Repurchase of convertible notes | 287,500,000 | ||||||||||||||||||||||
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 | $ 800,000 | $ 800,000 | 1,300,000 | ||||||||||||||||||||
Convertible senior notes, carrying value | 261,700,000 | 261,700,000 | 261,200,000 | ||||||||||||||||||||
Fair value of notes | 254,900,000 | 254,900,000 | 243,300,000 | ||||||||||||||||||||
2.625% Convertible Senior Notes Due 2024 [Member] | Debt Issuance Costs [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Deferred financing costs | $ 9,600,000 | ||||||||||||||||||||||
4.250% Convertible Senior Notes Due 2028 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | 277,500,000 | 277,500,000 | 277,500,000 | ||||||||||||||||||||
Deferred financing costs | 8,500,000 | ||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | 250,000,000 | ||||||||||||||||||||||
Convertible debt underwriters over allotment option fully exercised | 37,500,000 | ||||||||||||||||||||||
Interest expense | 3,300,000 | 6,600,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 400,000 | $ 700,000 | |||||||||||||||||||||
Additional principal amount of convertible notes | $ 27,500,000 | ||||||||||||||||||||||
Convertible notes, interest rate | 4.25% | 4.25% | 4.25% | ||||||||||||||||||||
Convertible notes maturity | Jun. 15, 2028 | Jun. 15, 2028 | |||||||||||||||||||||
Principal amount of convertible notes | $ 1,000,000,000 | ||||||||||||||||||||||
Convertible notes conversion rate | 58.8998 | ||||||||||||||||||||||
Convertible notes conversion price | $ / shares | $ 16.98 | ||||||||||||||||||||||
Effective interest rate on convertible notes | 4.90% | ||||||||||||||||||||||
Fair value of liability to convertible notes | $ 289,700,000 | $ 289,700,000 | $ 305,400,000 | ||||||||||||||||||||
Convertible notes, conversion feature | Holders of the 2028 Convertible Notes may convert their notes at their option under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending March 31, 2023, 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 2028 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 2028 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 2028 Convertible Notes for each such day; (iii) if the Company calls the 2028 Convertible Notes for redemption; or (iv) upon the occurrence of specified corporate events. On and after March 15, 2028, holders may convert their 2028 Convertible Notes at any time, regardless of the foregoing circumstances. | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
Unamortized debt discount and debt issuance costs | 7,700,000 | $ 7,700,000 | $ 8,400,000 | ||||||||||||||||||||
Convertible senior notes, carrying value | 269,800,000 | 269,800,000 | 269,100,000 | ||||||||||||||||||||
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 | 3,700,000 | 3,700,000 | 4,400,000 | $ 7,900,000 | |||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | ||||||||||||||||||||||
Interest expense | 12,200,000 | 12,100,000 | 24,400,000 | 24,300,000 | |||||||||||||||||||
Amortization of deferred financing costs | $ 400,000 | 400,000 | $ 800,000 | 700,000 | |||||||||||||||||||
Convertible notes, interest rate | 7.875% | 7.875% | 7.875% | ||||||||||||||||||||
Convertible notes maturity | Sep. 01, 2025 | Jan. 09, 2025 | |||||||||||||||||||||
Carrying amount | $ 596,300,000 | $ 596,300,000 | 595,600,000 | ||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Debt Issuance Costs [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Deferred financing costs | $ 7,900,000 | ||||||||||||||||||||||
7.875% Senior Notes Due 2025 [Member] | Level 2 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Fair value of notes | 551,900,000 | 551,900,000 | 534,400,000 | ||||||||||||||||||||
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 | $ 7,700,000 | 6,400,000 | |||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 600,000,000 | ||||||||||||||||||||||
Interest expense | 7,600,000 | 7,500,000 | 15,100,000 | 15,000,000 | |||||||||||||||||||
Amortization of deferred financing costs | $ 200,000 | 200,000 | $ 400,000 | 400,000 | |||||||||||||||||||
Convertible notes, interest rate | 4.875% | 4.875% | 4.875% | ||||||||||||||||||||
Convertible notes maturity | Jun. 01, 2029 | Jan. 06, 2029 | |||||||||||||||||||||
Unamortized debt discount and debt issuance costs | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||||||
Senior notes, redemption price, percentage | 100% | ||||||||||||||||||||||
Senior notes, redemption price percentage with equity offerings | 104.875% | ||||||||||||||||||||||
Carrying amount | 594,000,000 | 594,000,000 | 593,600,000 | ||||||||||||||||||||
Fair value of notes | 427,500,000 | $ 427,500,000 | 412,500,000 | ||||||||||||||||||||
4.875% Senior Notes Due 2029 [Member] | Debt Issuance Costs [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Deferred financing costs | $ 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% | ||||||||||||||||||||||
SOFR | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Base rate interest rate floor | 0% | ||||||||||||||||||||||
2018 Revolving Credit Facility [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Credit facility, amount repaid | $ 131,000,000 | 159,000,000 | |||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 60,000,000 | ||||||||||||||||||||||
2018 Term Loan A [Member] | 2018 Revolving Credit Facility [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.03% | ||||||||||||||||||||||
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 | 1,100,000 | |||||||||||||||||||
Credit facility, amount borrowed | 71,000,000 | 159,000,000 | |||||||||||||||||||||
Credit facility, amount repaid | $ 145,500,000 | 173,500,000 | |||||||||||||||||||||
Long-term debt, weighted average interest rate | 7.21% | 7.21% | 4.08% | ||||||||||||||||||||
Borrowings under the senior secured credit facility | $ 901,200,000 | $ 901,200,000 | $ 975,700,000 | ||||||||||||||||||||
Interest expense | 18,100,000 | 9,400,000 | 35,200,000 | 16,900,000 | |||||||||||||||||||
Non-cash interest expense | 100,000 | 100,000 | 200,000 | 200,000 | |||||||||||||||||||
Amortization of deferred financing costs | 500,000 | $ 500,000 | 1,000,000 | $ 1,000,000 | |||||||||||||||||||
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 | 1,100,000 | 1,100,000 | ||||||||||||||||||
Deferred financing costs | $ 800,000 | $ 1,100,000 | 800,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Credit facility amendment date | Mar. 19, 2020 | ||||||||||||||||||||||
Recognized in interest expense, net | 100,000 | $ 600,000 | $ 500,000 | ||||||||||||||||||||
2018 Credit Facility [Member] | 2024 Convertible Notes Exceeds 350 Million [Member] | Maximum [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | 350,000,000 | $ 350,000,000 | |||||||||||||||||||||
2018 Credit Facility [Member] | Base Rate [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Base rate interest rate floor | 1% | 1% | |||||||||||||||||||||
2018 Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.50% | 0.50% | |||||||||||||||||||||
2018 Credit Facility [Member] | LIBOR [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 1% | ||||||||||||||||||||||
2018 Credit Facility [Member] | SOFR | |||||||||||||||||||||||
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 | 60,000,000 | ||||||||||||||||||||||
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 | $ 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 | 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 Revolving Credit Facility [Member] | Adjusted term SOFR interest periods of one month | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.11% | ||||||||||||||||||||||
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 | 246,800,000 | 246,800,000 | 257,600,000 | ||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [Member] | Level 2 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | 246,000,000 | 246,000,000 | 257,000,000 | ||||||||||||||||||||
Debt instrument, fair value | 239,400,000 | 239,400,000 | 250,000,000 | ||||||||||||||||||||
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 | $ 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 | $ 286,200,000 | |||||||||||||||||||||
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] | SOFR | 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] | 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] | Eurodollar [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 1.75% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan A [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 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 A [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 Term Loan A [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 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 | 654,400,000 | $ 654,400,000 | 658,100,000 | ||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | Level 2 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Outstanding principal amount | 651,300,000 | 651,300,000 | 654,300,000 | ||||||||||||||||||||
Debt instrument, fair value | $ 634,700,000 | $ 634,700,000 | $ 638,800,000 | ||||||||||||||||||||
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% | 2.50% | |||||||||||||||||||
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% | 1.50% | |||||||||||||||||||
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] | Base Rate [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 1.50% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2018 Revolving Credit Facility [Member] | SOFR | |||||||||||||||||||||||
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] | Adjusted term SOFR interest periods of three month | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.26% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2018 Revolving Credit Facility [Member] | Adjusted term Sofr interest periods of six month | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.43% | ||||||||||||||||||||||
2018 Credit Facility [Member] | 2018 Term Loan B [Member] | 2018 Revolving Credit Facility [Member] | Adjusted term SOFR interest periods of twelve month | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate spread on variable rate | 0.72% | ||||||||||||||||||||||
Senior Unsecured Notes [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Aggregate principal amount of convertible senior notes issued | $ 400,000,000 | ||||||||||||||||||||||
ASU 2020-06 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Accumulated deficit | $ 77,600,000 |
Long-Term Debt - Schedule of Re
Long-Term Debt - Schedule of Redemption Prices expressed as Percentages of Principal Amount (Detail) | 1 Months Ended | 6 Months Ended |
May 31, 2021 | Jun. 30, 2023 | |
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 | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 14.9 |
2024 | 300.1 |
2025 | 1,451.8 |
2026 | 0.1 |
2027 | 0 |
Thereafter | 877.5 |
Total | $ 2,644.4 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended | ||||||
Apr. 13, 2023 USD ($) | Aug. 23, 2018 Plaintiff | Oct. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2017 USD ($) | |
Loss Contingencies [Line Items] | ||||||||
Other assets | $ 303.7 | $ 273.6 | ||||||
Prepaid expenses and other current assets | 233.4 | $ 196.8 | ||||||
Assessment amount from tax administration service | 11.7 | |||||||
Deductible for product liability insurance | 12.5 | |||||||
Settlement amount | 12.5 | |||||||
Deposit into settlement fund | $ 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 | |||||||
Audit Period Fiscal Year March 31 2018 [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 17.2 | |||||||
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 | 19.5 | |||||||
Prepaid expenses and other current assets | 11.5 | |||||||
Other assets current and non current | 8 | |||||||
Brazilian ICMS [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 3.7 | |||||||
Surety bond through insurance company to guarantee payment of tax assessment | 12.7 | |||||||
Brazilian ICMS [Member] | State of Sao Paulo [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 33.1 | $ 12.3 | ||||||
Brazilian ICMS [Member] | State of Rio de Janeiro [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 7.3 | |||||||
Indian VAT Authorities [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 12.5 | |||||||
South Korean Customs Authority [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Refund Assessed Amount | $ 25 | |||||||
South Korean Customs Authority [Member] | Audit Period May 2013 through December 2013 [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 8.8 | |||||||
South Korean Customs Authority [Member] | Audit Period January 2014 through December 2014 [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 13.6 | |||||||
South Korean Customs Authority [Member] | Audit Period January 2015 Through December 2017 [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assessment amount from tax administration service | 11.1 | |||||||
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 | $ 25 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 1,314 | $ 1,392.7 | $ 2,566.1 | $ 2,728.5 |
Primary Reporting Segment [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 1,226 | 1,289 | 2,410.4 | 2,519.2 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 88 | $ 103.7 | $ 155.7 | $ 209.3 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Contribution Margin | |||||
Total Contribution Margin | $ 582.7 | $ 624 | $ 1,120.2 | $ 1,218.9 | |
Selling, general and administrative expenses | [1] | 460.5 | 470 | 936.4 | 924.9 |
Other operating income | (1.2) | (1.8) | (10.1) | (14.9) | |
Interest expense, net | 38.4 | 31.7 | 77.8 | 61.4 | |
Income before income taxes | 85 | 124.1 | 116.1 | 247.5 | |
Income taxes | 25.1 | 37.6 | 26.9 | 62.8 | |
Net income | 59.9 | 86.5 | 89.2 | 184.7 | |
Primary Reporting Segment [Member] | |||||
Contribution Margin | |||||
Total Contribution Margin | 507.6 | 534.1 | 990.1 | 1,038.5 | |
China [Member] | |||||
Contribution Margin | |||||
Total Contribution Margin | 75.1 | 89.9 | 130.1 | 180.4 | |
Other operating income | $ (1.2) | $ (1.8) | $ (10.1) | $ (14.9) | |
[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 $ 44.5 million and $ 52.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 78.2 million and $ 106.4 million for the six months ended June 30, 2023 and 2022 , respectively. |
Segment Information - Reconci_3
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 | $ 44.5 | $ 52.2 | $ 78.2 | $ 106.4 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 1,314 | $ 1,392.7 | $ 2,566.1 | $ 2,728.5 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 295.3 | 333.5 | 584.5 | 650.6 |
India [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 189.4 | 163.6 | 368 | 315.6 |
Mexico [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 138.5 | 123.9 | 266.3 | 242.3 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | 88 | 103.7 | 155.7 | 209.3 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 602.8 | $ 668 | $ 1,191.6 | $ 1,310.7 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 11.2 | $ 13.7 | $ 22 | $ 26.1 |
Unrecognized compensation cost on non-vested stock awards | 102.1 | $ 102.1 | ||
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | 2 years 2 months 12 days | |||
Weighted-average grant date fair value of SARs granted | $ 13.8 | |||
Total intrinsic value of awards exercised for SARs | 0.1 | $ 0.1 | 0.4 | |
Total vesting date fair value of stock units | $ 2.8 | $ 1.1 | $ 22.8 | $ 33.5 |
SARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value of SARs granted | $ 6.09 | $ 6.71 | ||
SARs granted | 0 | 1,094 | 0 | |
SARs exercised | 0 | 7 |
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding and nonvested, Beginning Balance, Number of Shares | [1] | 4,538 | ||||
Granted, Number of Shares | 3,691 | |||||
Vested, Number of Shares | (1,173) | |||||
Forfeited, Number of Shares | (347) | |||||
Outstanding and nonvested, Ending Balance, Number of Shares | [1] | 6,709 | 6,709 | 4,538 | ||
Number of Shares, Expected to vest | [2] | 6,101 | 6,101 | |||
Outstanding and nonvested, Beginning Balance, Weighted Average Grant Date Fair Value Per Share | [1] | $ 33.14 | ||||
Granted, Weighted Average Grant Date Fair Value Per Share | 13.8 | |||||
Vested, Weighted Average Grant Date Fair Value Per Share | 37.82 | |||||
Forfeited, Weighted Average Grant Date Fair Value Per Share | 27.92 | |||||
Outstanding and nonvested, Ending Balance, Weighted Average Grant Date Fair Value Per Share | [1] | $ 21.95 | 21.95 | $ 33.14 | ||
Expected to vest, Ending Balance, Weighted Average Grant Date Fair Value Per Share | [2] | $ 20.55 | $ 20.55 | |||
SARs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Awards Outstanding, Beginning Balance | [3] | 3,074 | ||||
Granted, Number of Awards | 0 | 1,094 | 0 | |||
Exercised, Number of Awards | 0 | (7) | ||||
Forfeited, Number of Awards | [4] | (266) | ||||
Number of Awards Outstanding, Ending Balance | [3] | 3,895 | 3,895 | 3,074 | ||
Number of Awards Exercisable, Ending Balance | [5] | 2,017 | 2,017 | |||
Number of Awards Vested and expected to vest, Ending Balance | [5] | 3,834 | 3,834 | |||
Weighted Average Exercise Price Per Award Outstanding, Beginning Balance | [3] | $ 24.21 | ||||
Granted, Weighted Average Exercise Price Per Award | 14.9 | |||||
Exercised, Weighted Average Exercise Price Per Award | 15.22 | |||||
Forfeited, Weighted Average Exercise Price Per Award | [4] | 28.61 | ||||
Weighted Average Exercise Price Per Award Outstanding, Ending Balance | [3] | $ 21.31 | 21.31 | $ 24.21 | ||
Exercisable, Weighted Average Exercise Price Per Award, Ending Balance | [5] | 27.46 | 27.46 | |||
Weighted Average Exercise Price Per Award, Vested and expected to vest, Ending Balance | [5] | $ 21.42 | $ 21.42 | |||
Weighted Average Remaining Contractual Term Outstanding | [3] | 5 years 10 months 24 days | 4 years 7 months 6 days | |||
Exercisable Weighted Average Remaining Contractual Term | [5] | 2 years 4 months 24 days | ||||
Weighted Average Remaining Contractual Term, Vested and expected to vest | [5] | 5 years 9 months 18 days | ||||
Aggregate Intrinsic Value Outstanding | [3],[6] | $ 0 | $ 0 | $ 0.3 | ||
Exercisable, Aggregate Intrinsic Value | [5],[6] | 0 | 0 | |||
Aggregate Intrinsic Value, Vested and expected to vest | [5],[6] | $ 0 | $ 0 | |||
Granted, Weighted Average Grant Date Fair Value Per Share | $ 6.09 | $ 6.71 | ||||
[1] Includes 520,138 performance-based restricted stock units as of both June 30, 2023 and December 31, 2022 , which represents the maximum amount that can vest. Includes 68,300 performance-based restricted stock units. Includes 0.7 million and 0.8 million performance condition SARs as of June 30, 2023 and December 31, 2022 , respectively Includes 0.1 million performance condition SARs Includes 0.7 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 stock awards. |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Parenthetical) (Detail) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 700,000 | 800,000 |
Performance condition SARs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 700,000 | |
Performance condition SARs [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 100,000 | |
Performance Based Stock Unit Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Vested | 68,300 | |
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 | 520,138 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes | $ 25.1 | $ 37.6 | $ 26.9 | $ 62.8 |
Effective income tax rate | 29.50% | 30.30% | 23.20% | 25.40% |
Total amount of unrecognized tax benefits, including related interest and penalties | $ 67.8 | $ 67.8 | ||
Unrecognized tax benefits excluding interest and penalties that if recognized would affect the effective tax rate | 45.4 | 45.4 | ||
Total accrued interest for tax contingencies | 15.8 | 15.8 | ||
Total accrued penalties for tax contingencies | 3.2 | 3.2 | ||
Amount of unrecognized tax benefits that could decrease within the next 12 months | 10.5 | 10.5 | ||
Decrease in unrecognized tax benefits expiration of statute of limitations | 9.6 | 9.6 | ||
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 | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative liability fair value | $ 8.1 | $ 6 | ||
Derivative asset fair value | 0.7 | 2.9 | ||
Cash flow hedges reclassified into earnings over next twelve months | 5.1 | |||
Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative aggregate notional amounts | 0 | 25 | ||
Derivative asset fair value | 0.3 | |||
Foreign exchange currency contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative aggregate notional amounts | 412.8 | |||
Derivative liability fair value | 8.1 | 6 | ||
Derivative asset fair value | 0.7 | 2.6 | ||
Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative aggregate notional amounts | 50.5 | 70.6 | ||
Derivative liability fair value | 4.9 | 3.2 | ||
Derivative asset fair value | $ 0.1 | $ 1.5 | ||
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 asset fair value | $ 0.3 | |||
Minimum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | LIBOR [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Weighted-average fixed interest rate | 2.73% | |||
Maximum [Member] | Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative maximum remaining maturity period | 15 months | |||
Maximum [Member] | Foreign exchange forward contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative average remaining maturity period | 12 months | 12 months | 12 months | |
Maximum [Member] | 2018 Credit Facility [Member] | Interest Rate Swap [Member] | LIBOR [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Weighted-average fixed interest rate | 3.23% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Losses Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) (Detail) - Derivatives designated as hedging instruments [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 Income (Loss) | $ (2.3) | $ (1.4) | $ (6.9) | $ (4.3) |
Interest rate swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss) Gain Recognized in Other Comprehensive Income (Loss) | $ 0 | $ 0.1 | $ 0 | $ 0.4 |
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 | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cost of sales | $ 301.6 | $ 315.8 | $ 600.2 | $ 622.9 | |
Selling, general, and administrative expenses | [1] | 460.5 | 470 | 936.4 | 924.9 |
Interest expense, net | 38.4 | 31.7 | 77.8 | 61.4 | |
Foreign Exchange Currency Contracts Relating To Inventory Hedges [Member] | Cost of sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | (1.4) | (0.8) | (4.3) | (0.8) | |
Amount of loss excluded from assessment of effectiveness recognized in income | (1.1) | (1.2) | (2.5) | (2.8) | |
Foreign Exchange Currency Contracts Relating To Inventory Hedges [Member] | Selling, General and Administrative Expenses [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Foreign Exchange Currency Contracts Relating To Inventory Hedges [Member] | Interest expense, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Foreign Exchange Currency Contracts Relating To Intercompany Management Fee Hedges | Cost of sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Foreign Exchange Currency Contracts Relating To Intercompany Management Fee Hedges | Selling, General and Administrative Expenses [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | (0.1) | 0.7 | (0.2) | 0.9 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0.1 | 0 | 0.2 | 0 | |
Foreign Exchange Currency Contracts Relating To Intercompany Management Fee Hedges | Interest expense, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Interest Rate Swap [Member] | Cost of sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Interest Rate Swap [Member] | Selling, General and Administrative Expenses [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0 | 0 | |
Amount of loss excluded from assessment of effectiveness recognized in income | 0 | 0 | 0 | 0 | |
Interest Rate Swap [Member] | Interest expense, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from accumulated other comprehensive loss to income | 0 | 0 | 0.3 | (0.2) | |
Amount of loss excluded from assessment of effectiveness recognized in income | $ 0 | $ 0 | $ 0 | $ 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 $ 44.5 million and $ 52.2 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 78.2 million and $ 106.4 million for the six months ended June 30, 2023 and 2022 , 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Foreign exchange currency contracts [Member] | Derivatives not designated as hedging instruments [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Loss) Gain Recognized in Income | $ (1.5) | $ 0.1 | $ (5) | $ (0.4) |
Shareholders' Deficit - Summary
Shareholders' Deficit - Summary of Changes in Shareholders' Deficit (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Beginning balance | $ (1,222.8) | $ (1,453.3) | $ (1,265.9) | $ (1,391.5) | |
Issuance of common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 1 | 1.1 | 1.5 | 2.2 | |
Additional capital from share-based compensation | 11.2 | 13.7 | 22 | 26.1 | |
Repurchases of common shares | (0.7) | (30.3) | (9.4) | (146.5) | |
Net income | 59.9 | 86.5 | 89.2 | 184.7 | |
Foreign currency translation adjustment, net of income taxes | 1.6 | (31.9) | 14.8 | (27.5) | |
Unrealized gain/loss on derivatives, net of income taxes | (0.6) | (1.2) | (2.6) | (3.8) | |
Accumulated deficit | (1,115.3) | (59.1) | (1,115.3) | (59.1) | $ (1,204.5) |
Ending balance | (1,150.4) | (1,415.4) | (1,150.4) | (1,415.4) | |
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 | |
Repurchases of common shares | 0 | 0 | 0 | 0 | |
Ending balance | 0.1 | 0.1 | 0.1 | 0.1 | |
Treasury Stock [Member] | |||||
Beginning balance | (328.9) | (328.9) | |||
Ending balance | (328.9) | (328.9) | |||
Paid-in Capital in Excess of par Value [Member] | |||||
Beginning balance | 191.3 | 173 | 188.7 | 318.1 | |
Issuance of common shares from exercise of stock options, SARs, restricted stock units, employee stock purchase plan, and other | 1 | 1.1 | 1.5 | 2.2 | |
Additional capital from share-based compensation | 11.2 | 13.7 | 22 | 26.1 | |
Repurchases of common shares | (0.7) | (2) | (9.4) | (23.9) | |
Ending balance | 202.8 | 185.8 | 202.8 | 185.8 | |
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 | (239) | (210) | (250.2) | (211.8) | |
Foreign currency translation adjustment, net of income taxes | 1.6 | (31.9) | 14.8 | (27.5) | |
Unrealized gain/loss on derivatives, net of income taxes | (0.6) | (1.2) | (2.6) | (3.8) | |
Ending balance | (238) | (243.1) | (238) | (243.1) | |
Accumulated Deficit [Member] | |||||
Beginning balance | (1,175.2) | (1,087.5) | (1,204.5) | (1,169) | |
Repurchases of common shares | 0 | (28.3) | 0 | (122.6) | |
Net income | 59.9 | 86.5 | 89.2 | 184.7 | |
Ending balance | $ (1,115.3) | (1,029.3) | $ (1,115.3) | (1,029.3) | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Issuance of common shares | 0.2 | 0.1 | 1.5 | 1.1 |
Repurchases of common shares | 1.1 | 0.5 | 4.1 | |
Foreign currency translation adjustment, tax | $ (0.2) | $ (0.4) | $ (0.2) | $ (0.4) |
Unrealized (loss) gain on derivatives, tax | $ (0.1) | $ 0 | $ (0.1) | $ 0 |
Maximum [Member] | ||||
Repurchases of common shares | 0.1 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Feb. 09, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 08, 2021 | |
Stockholders Equity [Line Items] | ||||||
Share repurchase program authorized amount | $ 1,500 | $ 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 | 0.7 | $ 30.3 | $ 9.4 | $ 146.5 | ||
Repurchase of common stock, shares | 1.1 | 0.5 | 4.1 | |||
Repurchase of common stock, value | $ 0 | $ 131.8 | ||||
Withheld for tax purpose for share-based compensation plans | 9.4 | 14.7 | ||||
Other comprehensive income (loss) before foreign currency translation adjustments reclassifications, tax expense (benefit) | 0.2 | $ 0.4 | 0.2 | 0.4 | ||
Other comprehensive income (Loss), reclassification adjustment from AOCI on derivatives, net of tax expense (benefit) | 0.1 | 0.1 | ||||
Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Shares repurchases, value | $ 0 | $ 0 | $ 0 | $ 0 | ||
Open Market Repurchase Plan [Member] | Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Share price | $ 35.73 | $ 35.73 | ||||
Repurchase of common stock, shares | 0 | 3.7 | ||||
Repurchase of common stock, value | $ 131.8 |
Shareholders' Deficit - Summa_3
Shareholders' Deficit - Summary of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | $ (1,222.8) | $ (1,453.3) | $ (1,265.9) | $ (1,391.5) | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | 1.7 | [1] | 0.1 | [1] | 4.4 | [2] | 0.1 | [2] |
Total other comprehensive income (loss) | 1 | (33.1) | 12.2 | (31.3) | ||||
Ending balance | (1,150.4) | (1,415.4) | (1,150.4) | (1,415.4) | ||||
Foreign Currency Translation Adjustments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (235) | (207.2) | (248.2) | (211.6) | ||||
Other comprehensive loss before reclassifications, net of tax | (1.6) | (31.9) | 0 | (27.5) | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | 0 | [1] | 0 | [1] | 0 | [2] | 0 | [2] |
Total other comprehensive income (loss) | (1.6) | (31.9) | 0 | (27.5) | ||||
Ending balance | (233.4) | (239.1) | (233.4) | (239.1) | ||||
Unrealized (Loss) Gain on Derivatives [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (4) | (2.8) | (2) | (0.2) | ||||
Other comprehensive loss before reclassifications, net of tax | (2.3) | (1.3) | (7) | (3.9) | ||||
Amounts reclassified from accumulated other comprehensive loss to income, net of tax | 1.7 | [1] | 0.1 | [1] | 4.4 | [2] | 0.1 | [2] |
Total other comprehensive income (loss) | (0.6) | (1.2) | (2.6) | (3.8) | ||||
Ending balance | (4.6) | (4) | (4.6) | (4) | ||||
Accumulated Other Comprehensive Loss [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Beginning balance | (239) | (210) | (250.2) | (211.8) | ||||
Other comprehensive loss before reclassifications, net of tax | (0.7) | (33.2) | (7.8) | (31.4) | ||||
Total other comprehensive income (loss) | (1) | (33.1) | (12.2) | (31.3) | ||||
Ending balance | $ (238) | $ (243.1) | $ (238) | $ (243.1) | ||||
[1] See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the three months ended June 30, 2023 and 2022 . See Note 9, Derivative Instruments and Hedging Activities , for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the six months ended June 30, 2023 and 2022 . |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |||||
Weighted-average shares used in basic computations | 99.1 | 98.2 | 98.8 | 99.1 | |
Dilutive effect of exercise of equity grants outstanding | 0.4 | 0.5 | 0.7 | 1.1 | |
Dilutive effect of 2028 Convertible Notes | 0 | 0 | 0.3 | 0 | |
Weighted-average shares used in diluted computations | 99.5 | 99.8 | 98.7 | 99.8 | 100.2 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Equity grants with anti-dilutive effect | 6 | 5.4 | 5.5 | 3.7 |
Common shares affected by exceeded conversion price | 0.3 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | $ 0.7 | $ 2.9 |
Fair value derivative liabilities | 8.1 | 6 |
Foreign exchange currency contracts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.7 | 2.6 |
Fair value derivative liabilities | 8.1 | 6 |
Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.3 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements, assets total | 0.7 | 2.9 |
Fair value measurements, liabilities total | 8.1 | 6 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 0.1 | 1.5 |
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 | 4.9 | 3.2 |
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 | 0.3 |
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 | 0.6 | 1.1 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as hedging instruments [Member] | Foreign exchange currency contracts [Member] | Other current liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | $ 3.2 | $ 2.8 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting of Derivative Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | $ 0.7 | $ 2.9 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | $ (0.5) | $ (2.4) |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Net Amounts of Assets Presented in the Balance Sheet | $ 0.2 | $ 0.5 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | 0.7 | 2.6 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (0.5) | (2.4) |
Net Amounts of Assets Presented in the Balance Sheet | $ 0.2 | 0.2 |
Interest rate swaps [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | 0.3 | |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | 0 | |
Net Amounts of Assets Presented in the Balance Sheet | $ 0.3 |
Fair Value Measurements - Off_2
Fair Value Measurements - Offsetting of Derivative Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | $ 8.1 | $ 6 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | $ (0.5) | $ (2.4) |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 7.6 | $ 3.6 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | 8.1 | 6 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (0.5) | (2.4) |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 7.6 | $ 3.6 |
Transformation Program - Additi
Transformation Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Total cost of transformation program | $ 10.1 | $ 3.2 | $ 37.4 | $ 4.8 | |
Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected Pre-tax charges | $ 62.4 | $ 75 |
Transformation Program - Schedu
Transformation Program - Schedule of Costs Related to the Transformation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | $ 10.1 | $ 3.2 | $ 37.4 | $ 4.8 |
Cumulative cost incurred | 62.4 | 62.4 | ||
Professional Fees [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 2 | 2.2 | 4.1 | 3.1 |
Cumulative cost incurred | 21 | 21 | ||
Retention and Separation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 7.9 | 1 | 33.1 | 1.7 |
Cumulative cost incurred | 40.9 | 40.9 | ||
Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total cost of transformation program | 0.2 | $ 0 | 0.2 | $ 0 |
Cumulative cost incurred | $ 0.5 | $ 0.5 |
Transformation Program - Sche_2
Transformation Program - Schedule of Changes in the Liabilities Related to the Transformation Program (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | $ 3.8 | |||
Expenses | $ 10.1 | $ 3.2 | 37.4 | $ 4.8 |
Cash payments | (35.2) | |||
Non-cash items and other | 0 | |||
Ending Balance | 6 | 6 | ||
Professional Fees [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 0.6 | |||
Expenses | 2 | 2.2 | 4.1 | 3.1 |
Cash payments | (4) | |||
Non-cash items and other | 0 | |||
Ending Balance | 0.7 | 0.7 | ||
Retention and Separation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 3.2 | |||
Expenses | 7.9 | 1 | 33.1 | 1.7 |
Cash payments | (31) | |||
Non-cash items and other | 0 | |||
Ending Balance | 5.3 | 5.3 | ||
Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 0 | |||
Expenses | 0.2 | $ 0 | 0.2 | $ 0 |
Cash payments | (0.2) | |||
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred compensation plan assets | $ 42.3 | $ 39.4 |
Deferred tax assets | 146.6 | 131.6 |
Deferred compensation plan liabilities | 64.7 | 61.1 |
Deferred income tax liabilities | $ 22.6 | $ 19 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Accounts - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Accrued compensation | $ 107 | $ 108.3 |
Accrued service fees to China independent service providers | 32.3 | 33 |
Accrued advertising, events, and promotion expenses | 62.2 | 65 |
Current operating lease liabilities | 37.3 | 37.4 |
Advance sales deposits | 73.2 | 53.9 |
Income taxes payable | 10.5 | 12.5 |
Other accrued liabilities | 205.9 | 203.9 |
Total | $ 528.4 | $ 514 |