Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 23, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'HLF | ' |
Entity Registrant Name | 'HERBALIFE LTD. | ' |
Entity Central Index Key | '0001180262 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 98,107,055 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $1,261,921 | $972,974 |
Receivables, net of allowance for doubtful accounts of $1,991 (2014) and $2,211 (2013) | 118,610 | 100,326 |
Inventories | 324,992 | 351,201 |
Prepaid expenses and other current assets | 162,842 | 148,774 |
Deferred income taxes | 67,739 | 69,845 |
Total current assets | 1,936,104 | 1,643,120 |
Property, at cost, net of accumulated depreciation and amortization of $345,950 (2014) and $327,864 (2013) | 346,363 | 318,860 |
Deferred compensation plan assets | 26,969 | 26,821 |
Deferred financing costs, net | 27,367 | 4,896 |
Other assets | 103,567 | 63,713 |
Marketing related intangibles and other intangible assets, net | 310,729 | 310,801 |
Goodwill | 105,490 | 105,490 |
Total assets | 2,856,589 | 2,473,701 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 87,174 | 82,665 |
Royalty overrides | 259,758 | 266,952 |
Accrued compensation | 74,940 | 111,905 |
Accrued expenses | 276,532 | 267,501 |
Current portion of long-term debt | 87,509 | 81,250 |
Advance sales deposits | 83,592 | 68,079 |
Income taxes payable | 32,400 | 43,826 |
Total current liabilities | 901,905 | 922,178 |
NON-CURRENT LIABILITIES: | ' | ' |
Long-term debt, net of current portion | 1,760,778 | 850,019 |
Deferred compensation plan liability | 40,523 | 37,226 |
Deferred income taxes | 63,182 | 66,026 |
Other non-current liabilities | 48,095 | 46,806 |
Total liabilities | 2,814,483 | 1,922,255 |
CONTINGENCIES | ' | ' |
SHAREHOLDERS' EQUITY: | ' | ' |
Common shares, $0.001 par value; 1.0 billion shares authorized; 101.3 million (2014) and 101.1 million (2013) shares outstanding | 101 | 101 |
Paid-in-capital in excess of par value | 423,515 | 323,860 |
Accumulated other comprehensive loss | -22,485 | -19,794 |
(Accumulated deficit) retained earnings | -359,025 | 247,279 |
Total shareholders' equity | 42,106 | 551,446 |
Total liabilities and shareholders' equity | $2,856,589 | $2,473,701 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $1,991 | $2,211 |
Property, accumulated depreciation and amortization | $345,950 | $327,864 |
Common shares, par value | $0.00 | $0.00 |
Common shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common shares, shares outstanding | 101,300,000 | 101,100,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Product sales | $1,156,134 | $951,583 |
Shipping & handling revenues | 106,515 | 172,064 |
Net sales | 1,262,649 | 1,123,647 |
Cost of sales | 251,165 | 225,977 |
Gross profit | 1,011,484 | 897,670 |
Royalty overrides | 381,819 | 364,029 |
Selling, general & administrative expenses | 502,062 | 364,720 |
Operating income | 127,603 | 168,921 |
Interest expense, net | 14,961 | 5,373 |
Other expense, net | 3,161 | ' |
Income before income taxes | 109,481 | 163,548 |
Income taxes | 34,853 | 44,675 |
NET INCOME | $74,628 | $118,873 |
Earnings per share: | ' | ' |
Basic | $0.78 | $1.14 |
Diluted | $0.74 | $1.10 |
Weighted average shares outstanding: | ' | ' |
Basic | 95,397 | 104,121 |
Diluted | 100,780 | 108,068 |
Dividends declared per share | $0.30 | $0.30 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Net income | $74,628 | $118,873 |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustment, net of income taxes of $(73) and $(305) for the three months ended March 31, 2014 and 2013, respectively | -2,183 | -8,684 |
Unrealized loss on derivatives, net of income taxes of $(104) and $(507) for the three months ended March 31, 2014 and 2013, respectively | -413 | -1,332 |
Unrealized loss on available-for-sale investments, net of income taxes of $(51) for the three months ended March 31, 2014 | -95 | ' |
Total other comprehensive income (loss) | -2,691 | -10,016 |
Total comprehensive income | $71,937 | $108,857 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Foreign currency translation adjustment, tax | ($73) | ($305) |
Unrealized loss on derivatives, tax | -104 | -507 |
Unrealized loss on available-for-sale investments, net of income taxes | ($51) | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows(USD ($)) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $74,628 | $118,873 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 21,283 | 20,964 |
Excess tax benefits from share-based payment arrangements | -3,154 | -447 |
Share-based compensation expenses | 10,995 | 7,866 |
Non-cash interest expense and amortization of deferred financing and issuance costs | 7,154 | 650 |
Deferred income taxes | -2,313 | -3,773 |
Inventory write-downs | 11,037 | 6,554 |
Unrealized foreign exchange transaction loss (gain) | 3,390 | -10,971 |
Foreign exchange loss relating to Venezuela | 86,108 | 15,116 |
Other | 4,462 | -890 |
Changes in operating assets and liabilities: | ' | ' |
Receivables | -17,953 | 3,216 |
Inventories | 14,198 | -1,542 |
Prepaid expenses and other current assets | -23,850 | -8,200 |
Other assets | -5,180 | -15 |
Accounts payable | 6,224 | 4,900 |
Royalty overrides | -3,703 | -21,472 |
Accrued expenses and accrued compensation | -12,487 | -15,517 |
Advance sales deposits | 17,416 | -3,857 |
Income taxes | -903 | 23,097 |
Deferred compensation plan liability | 3,297 | 3,075 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 190,649 | 137,627 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchases of property, plant and equipment | -58,517 | -24,856 |
Proceeds from sale of property, plant and equipment | 2 | 24 |
Investments in Venezuelan bonds | -3,224 | ' |
NET CASH USED IN INVESTING ACTIVITIES | -61,739 | -24,832 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Dividends paid | -30,399 | -30,904 |
Dividends received | 3,444 | ' |
Payments for Capped Call Transactions | -123,825 | ' |
Borrowings from Long-Term Debt | 1,150,000 | 513,223 |
Principal payments on long-term debt | -18,750 | -25,509 |
Debt issuance costs | -28,837 | ' |
Share repurchases | -694,503 | -164,485 |
Excess tax benefits from share-based payment arrangements | 3,154 | 447 |
Proceeds from exercise of stock options and sale of stock under employee stock purchase plan | 60 | 425 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 260,344 | 293,197 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | -100,307 | -17,052 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 288,947 | 388,940 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 972,974 | 333,534 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,261,921 | 722,474 |
CASH PAID DURING THE PERIOD | ' | ' |
Interest paid | 7,533 | 5,486 |
Income taxes paid | 39,403 | 31,853 |
NON CASH ACTIVITIES | ' | ' |
Accrued capital expenditures | $20,452 | $10,070 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization | ' |
1. Organization | |
Herbalife Ltd., a Cayman Islands exempt limited liability company, or Herbalife, was incorporated on April 4, 2002. Herbalife Ltd. (and together with its subsidiaries, the “Company”) is a global nutrition company that sells weight management products, nutritional supplements, energy, sports & fitness products and personal care products. As of March 31, 2014, the Company sold its products to and through a network of 3.9 million independent members, or Members, which included 0.2 million in China. In China, the Company sells its products through retail stores, sales representatives, sales officers and independent service providers. The Company reports revenue in six geographic regions: North America; Mexico; South and Central America; EMEA, which consists of Europe, the Middle East and Africa; Asia Pacific (excluding China); and China. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||||||||||
2. Significant Accounting Policies | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
The unaudited condensed interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or the 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 at December 31, 2013 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 March 31, 2014, and for the three months ended March 31, 2014 and 2013, include Herbalife 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 March 31, 2014, and for the three months ended March 31, 2014 and 2013. 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, 2013, or the 2013 10-K. Operating results for the three months ended March 31, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
Certain reclassifications were made to the prior period statement of cash flows, within cash flows from operating activities, to conform to current period presentation. These reclassifications did not impact the prior period total net cash provided by (used in) operating activities, investing activities and financing activities, nor did it impact the Company’s accompanying condensed consolidated balance sheets and related condensed consolidated statements of income and comprehensive income. | |||||||||||||||||||||||||
Venezuela | |||||||||||||||||||||||||
Currency restrictions enacted by the Venezuelan government have become more restrictive and have impacted the ability of the Company’s subsidiary in Venezuela, Herbalife Venezuela, to timely obtain U.S. dollars in exchange for Venezuelan Bolivars, or Bolivars, at the official foreign exchange rate. The application and approval process continues to be delayed and the Company’s ability to timely obtain U.S. dollars using the official exchange rate mechanisms described below remains uncertain. In recent instances, the Company has been unsuccessful in obtaining U.S. dollars at these official rates and it remains uncertain whether the Company’s future anticipated applications will be approved. The current operating environment in Venezuela also continues to be challenging for the Company’s Venezuela business, with high inflation in the country, government restrictions on foreign exchange and pricing controls, and the possibility of the government announcing further devaluations to its currency. These foreign exchange controls in Venezuela limit Herbalife Venezuela’s ability to repatriate earnings and settle the Company’s intercompany obligations at any official rate which is causing its Bolivar denominated cash and cash equivalents to accumulate in Venezuela. | |||||||||||||||||||||||||
In February 2013, the Venezuela government announced that it devalued its Bolivar currency and eliminated the SITME regulated system. The SITME 5.3 Bolivars per U.S. dollar rate was eliminated and the CADIVI rate was devalued from 4.3 Bolivars to 6.3 Bolivars per U.S. dollar. This CADIVI rate was approximately 16% less favorable than the previously published 5.3 SITME rate. The Company recognized approximately $15.1 million of net foreign exchange losses within its condensed consolidated statement of income for the three months ended March 31, 2013, as a result of remeasuring the Company’s Bolivar denominated monetary assets and liabilities at the CADIVI rate of 6.3 Bolivars per U.S. dollar. | |||||||||||||||||||||||||
In March 2013, the Venezuelan government also announced they will introduce an additional complimentary exchange mechanism known as SICAD. During the first quarter of 2014, the Venezuelan government announced the establishment of CENCOEX which replaced the previous foreign exchange commission, CADIVI. Also, during the first quarter of 2014, additional activities, such as processing of dividend payments, which were previously administered by CADIVI, are now required to be processed at the SICAD auction rate, or SICAD I rate. During the fourth quarter of 2013, the Company received an approval through the SICAD mechanism for a bid of approximately 6.8 million Bolivars, or approximately $1.1 million U.S. dollars remeasured using the CADIVI rate, for a distribution of approximately $0.6 million in U.S. dollars, which resulted in a foreign exchange loss of approximately $0.5 million during the fourth quarter of 2013, or an effective exchange rate of 11.3 Bolivars per U.S. dollar. | |||||||||||||||||||||||||
During March 2014, the government introduced an additional exchange mechanism known as SICAD II. During March 2014, the Company submitted a SICAD II bid to exchange its 5.3 million Bolivars for $0.1 million U.S. dollars which was approved and resulted in the Company recognizing a $0.7 million U.S. dollar foreign exchange loss at an effective exchange rate of approximately 56.2 Bolivars per U.S. dollar. The Company is currently evaluating the viability of this SICAD II mechanism and its public availability and accessibility to the Company in future periods. The SICAD II mechanism is still in its early stages and there is limited information being published around this mechanism so it is currently difficult to determine how the SICAD II mechanism functions and if there are any volume constraints around this mechanism. | |||||||||||||||||||||||||
Based on the events above and the Company’s latest facts and circumstances, the Company remeasured its financial statements at the SICAD I rate of 10.7 Bolivars per U.S. dollar at March 31, 2014. As a result of using the less favorable SICAD I rate for remeasurment, during the three months ended March 31, 2014 the Company’s cash and cash equivalents were reduced by approximately $96.0 million, and the Company recognized $86.1 million of foreign exchange losses in selling, general & administrative expenses within its condensed consolidated statement of income. | |||||||||||||||||||||||||
As of March 31, 2014, if the Company had used the SICAD II rate of approximately 50 Bolivars per U.S. dollar to remeasure its net monetary assets and liabilities denominated in Bolivars, the Company would have incurred an additional approximate foreign exchange loss of $99.3 million during the three months ended March 31, 2014, and its Herbalife Venezuela cash and cash equivalents would have been further reduced by approximately $108.0 million at March 31, 2014. | |||||||||||||||||||||||||
Due to the evolving foreign exchange control environment in Venezuela, it is possible that the Company’s ability to access certain foreign exchange mechanisms, including the SICAD I and SICAD II exchange mechanisms, could change in future quarters which may have an impact on what rate the Company uses in the future to remeasure Herbalife Venezuela’s net monetary Bolivar denominated assets and liabilities. The Company is closely monitoring the SICAD I and SICAD II exchange mechanisms as they continue to evolve. | |||||||||||||||||||||||||
As of March 31, 2014, the Company’s net monetary assets and liabilities denominated in Bolivars were approximately $129.0 million, and included approximately $137.5 million in Bolivar denominated cash and cash equivalents. These Bolivar denominated assets and liabilities were remeasured at the SICAD I rate. These remeasured amounts, including cash and cash equivalents, being reported on the Company’s condensed consolidated balance sheet using the published official SICAD I rate may not accurately represent the amount of U.S. dollars that the Company could ultimately realize. Herbalife Venezuela’s net sales represented approximately 4% of the Company’s consolidated net sales for the three months ended March 31, 2014 and 2013, and its total assets represented approximately 6% and 10% of the Company’s consolidated total assets as of March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014 and December 31, 2013, the majority of Herbalife Venezuela’s total assets consisted of Bolivar denominated cash and cash equivalents. | |||||||||||||||||||||||||
Investments in Bolivar-Denominated Bonds | |||||||||||||||||||||||||
During the first quarter of 2014, the Company invested in additional Bolivar denominated bonds with a purchase price of 20.3 million Bolivars, or approximately $3.2 million. The Company classifies these bonds as long-term available-for-sale investments which are carried at fair value, inclusive of unrealized gains and losses, and net of discount accretion and premium amortization. The fair value of these bonds are determined using Level 2 inputs which include prices of similar assets traded in active markets in Venezuela and observable yield curves. Net unrealized gains and losses on these bonds are included in other comprehensive income (loss) and are net of applicable income taxes. During the three months ended March 31, 2014, the Company did not sell any of its bonds. | |||||||||||||||||||||||||
The Company’s investments in Bolivar denominated bonds as of March 31, 2014 are summarized as follows: | |||||||||||||||||||||||||
Amortized | Gross | Gross | Net | Other-Than- | Market | ||||||||||||||||||||
Costs | Unrealized | Unrealized | Unrealized | Temporary | Value | ||||||||||||||||||||
Gain | Loss | Gain | Impairment | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Investments in Venezuelan bonds | $ | 7,253 | $ | — | $ | — | $ | — | $ | 3,161 | $ | 4,092 | |||||||||||||
There were no bonds with gross unrealized losses recorded within accumulated other comprehensive income (loss) as of March 31, 2014. | |||||||||||||||||||||||||
The Company evaluates securities for other-than-temporary impairment on a quarterly basis. The impairment evaluation considers numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; when applicable, the foreign exchange rates that are available to the Company; and the intent and ability of the Company to retain the security in order to allow for an anticipated recovery in fair value. If, based upon the analysis, it is determined that the impairment is other-than-temporary, the security is written-down to fair value, and a loss is recognized in other expense, net in the Company’s condensed consolidated income statement. Other-than-temporary impairments relating to available-for-sale securities for the three months ended March 31, 2014 was $3.2 million which was primarily due to the less favorable SICAD I 10.7 Bolivars per U.S. dollar rate being used to determine the U.S. dollar equivalent fair value of these Bolivar denominated bonds as opposed to the previous CADIVI 6.3 Bolivars per U.S. dollar rate that was used. | |||||||||||||||||||||||||
The amortized cost and estimated fair value of these bonds as of March 31, 2014 by contractual maturity are as follows: | |||||||||||||||||||||||||
Amortized Cost | Estimated | ||||||||||||||||||||||||
Market Value | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Contractual Maturity | |||||||||||||||||||||||||
Due in 1 year or less | $ | — | $ | — | |||||||||||||||||||||
Due in 1-2 years | — | — | |||||||||||||||||||||||
Due in 2-5 years | — | — | |||||||||||||||||||||||
Due after 5 years | 7,253 | 4,092 | |||||||||||||||||||||||
Total investments | $ | 7,253 | $ | 4,092 | |||||||||||||||||||||
Expected disposal dates may be less than the contractual dates as indicated in the table above. | |||||||||||||||||||||||||
See the Company’s 2013 10-K for further information on Herbalife Venezuela and Venezuela’s highly inflationary economy. |
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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) or market. The following are the major classes of inventory: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Raw materials | $ | 29 | $ | 23.1 | |||||
Work in process | 2.8 | 2.8 | |||||||
Finished goods | 293.2 | 325.3 | |||||||
Total | $ | 325 | $ | 351.2 | |||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-Term Debt | ' | ||||||||
4. Long-Term Debt | |||||||||
Long-term debt consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Borrowings under the senior secured credit facility | $ | 912.5 | $ | 931.3 | |||||
Convertible senior notes, carrying value of liability component | 935.8 | — | |||||||
Total | 1,848.30 | 931.3 | |||||||
Less: current portion | 87.5 | 81.3 | |||||||
Long-term portion | $ | 1,760.80 | $ | 850 | |||||
Senior Secured Credit Facility | |||||||||
On March 9, 2011, the Company entered into a $700.0 million senior secured revolving credit facility, or the Credit Facility, with a syndicate of financial institutions as lenders and terminated its prior senior secured credit facility, or the Prior Credit Facility. The Credit Facility has a five year maturity and expires on March 9, 2016. Based on the Company’s consolidated leverage ratio, U.S. dollar borrowings under the Credit Facility bear interest at either LIBOR plus the applicable margin between 1.50% and 2.50% or the base rate plus the applicable margin between 0.50% and 1.50%. The base rate under the Credit Facility represents the highest of the Federal Funds Rate plus 0.50%, one-month LIBOR plus 1.00%, and the prime rate offered by Bank of America. The Company, based on its consolidated leverage ratio, pays a commitment fee between 0.25% and 0.50% per annum on the unused portion of the Credit Facility. The Credit Facility also permits the Company to borrow limited amounts in Mexican Peso and Euro currencies based on variable rates. | |||||||||
In March 2011, the Company used $196.0 million in U.S. dollar borrowings under the Credit Facility to repay all amounts outstanding under the Prior Credit Facility. The Company incurred approximately $5.7 million of debt issuance costs in connection with the Credit Facility. These debt issuance costs were recorded as deferred financing costs on the Company’s consolidated balance sheet and are being amortized over the term of the Credit Facility. | |||||||||
On July 26, 2012, the Company amended the Credit Facility to include a $500.0 million term loan with a syndicate of financial institutions as lenders, or the Term Loan. The Term Loan is a part of the Credit Facility and is in addition to the Company’s current revolving credit facility. The Term Loan matures on March 9, 2016. The Company will make regular scheduled payments for the Term Loan consisting of both principal and interest components. Based on the Company’s consolidated leverage ratio, the Term Loan bears interest at either LIBOR plus the applicable margin between 1.50% and 2.50% or the base rate plus the applicable margin between 0.50% and 1.50% which are the same terms as the Company’s revolving credit facility. | |||||||||
In July 2012, the Company used all $500.0 million of the borrowings under the Term Loan to pay down amounts outstanding under the Company’s revolving credit facility. The Company incurred approximately $4.5 million of debt issuance costs in connection with the Term Loan. The debt issuance costs are recorded as deferred financing costs on the Company’s consolidated balance sheet and will be amortized over the life of the Term Loan. | |||||||||
In February 2014, in connection with issuing the $1.15 billion Convertible Notes described below, the Company amended the Credit Facility. Pursuant to this amendment, the Company amended the terms of the Credit Facility to provide for technical amendments to the indebtedness, asset sale and dividend covenants and the cross-default event of default to accommodate the issuance of the Convertible Notes and the capped call and prepaid forward share repurchase transactions described in greater detail in Note 10, Shareholders’ Equity. The amendment also increased by 0.50% the highest applicable margin payable by Herbalife in the event that Herbalife’s consolidated total leverage ratio is equal to or exceeds 2.50 to 1.00 and increased the permitted consolidated total leverage ratio of Herbalife under the Credit Facility. The Company incurred approximately $2.3 million of debt issuance costs in connection with the amendment. The debt issuance costs are recorded as deferred financing costs on the Company’s consolidated balance sheet and will be amortized over the life of the Credit Facility. On March 31, 2014 and December 31, 2013, the weighted average interest rate for borrowings under the Credit Facility, including borrowings under the Term Loan, was 3.16% and 2.17%, respectively. | |||||||||
The Credit Facility requires the Company to comply with a leverage ratio and a coverage ratio. In addition, the Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s ability to incur liens, incur indebtedness, make investments, dispose of assets, make certain restricted payments, pay dividends, repurchase its common shares, merge or consolidate and enter into certain transactions with affiliates. As of March 31, 2014, and December 31, 2013, the Company was compliant with its debt covenants under the Credit Facility. | |||||||||
During the three months ended March 31, 2014, the Company repaid a total amount of $18.8 million under the Credit Facility. As of March 31, 2014, and December 31, 2013, the U.S. dollar amount outstanding under the Credit Facility was $912.5 million and $931.3 million, respectively. Of the $912.5 million U.S. dollar amount outstanding under the Credit Facility as of March 31, 2014, $412.5 million was outstanding on the Term Loan and $500.0 million was outstanding on the revolving credit facility. Of the $931.3 million U.S. dollar amount outstanding under the Credit Facility as of December 31, 2013, $431.3 million was outstanding on the Term Loan and $500.0 million was outstanding on the revolving credit facility. There were no outstanding foreign currency borrowings as of March 31, 2014 and December 31, 2013 under the Credit Facility. | |||||||||
The fair value of the outstanding borrowings on the Company’s revolving credit facility and Term Loan approximated their carrying values as of March 31, 2014, due to their variable interest rates which reprice frequently and represent floating market rates. The fair value of the outstanding borrowings on the Company’s revolving credit facility and Term Loan are determined by utilizing Level 2 inputs as defined in Note 12, Fair Value Measurements, such as observable market interest rates and yield curves. | |||||||||
Convertible Senior Notes | |||||||||
During February 2014, the Company initially issued $1 billion aggregate principal amount of convertible senior notes, or Convertible Notes, in a private offering to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company granted an option to the initial purchasers to purchase up to an additional $150 million aggregate principal amount of Convertible Notes which was subsequently exercised in full during February 2014, resulting in a total issuance of $1.15 billion aggregate principal amount of Convertible Notes. The Convertible Notes pay interest at a rate of 2.00% per annum payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2014. The Convertible Notes mature on August 15, 2019, unless earlier repurchased or converted. The Company may not redeem the Convertible Notes prior to their stated maturity date. Holders of the 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, 2014, 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 Convertible Notes on each applicable trading day; (ii) during the five business-day period immediately after any five consecutive trading day period, which we refer to as the measurement period, in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of our common shares and the conversion rate for the Convertible Notes for each such day; or (iii) upon the occurrence of specified corporate events. On and after May 15, 2019, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 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 Convertible Notes had an initial conversion rate of 11.5908 common shares per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $86.28 per common share). | |||||||||
The Company incurred approximately $26.6 million of debt issuance costs during the first quarter of 2014 as a result of issuing the Convertible Notes. Of the $26.6 million incurred, $21.5 million and $5.1 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the Convertible Notes. The $21.5 million recorded to deferred financing costs on the Company’s consolidated balance sheet is being amortized over the contractual term of the Convertible Notes using the effective interest method. | |||||||||
During February 2014, the $1.15 billion proceeds received from the issuance of the 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 $930.9 million and $219.1 million, respectively. The liability component was measured using the nonconvertible debt interest rate. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Convertible Notes as a whole. Since the Company must still settle these Convertible Notes at face value at or prior to maturity, this liability component will be accreted up to its face value resulting in additional non-cash interest expense being recognized within the Company’s consolidated statements of income while the Convertible Notes remain outstanding. The effective interest rate on the Convertible Notes is approximately 6.2% per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. | |||||||||
As of March 31, 2014, the outstanding principal on the Convertible Notes was $1.15 billion, the unamortized debt discount was $214.2 million, and the carrying amount of the liability component was $935.8 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet as reflected in the table above within this Note. As of March 31, 2014, the fair value of the liability component relating to the Convertible Notes was approximately $871 million. At March 31, 2014, the Company determined the fair value of the liability component of the Convertible Notes by reviewing market data that was available for publicly traded, senior, unsecured nonconvertible corporate bonds issued by companies with similar credit ratings. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as level 2 observable inputs. The Company also used a lattice model, which primarily included level 2 inputs such as stock price, volatility, debt yield and dividend yield rates, and level 3 inputs, such as the price of the Convertible Notes at March 31, 2014. Since the Convertible Notes are not publicly traded, the price of the Convertible Notes at March 31, 2014, was obtained from third party sources; these third party sources used level 3 inputs, including private transactions, bid and offer prices, and other market adjustments in order to determine the price of the Convertible Notes at March 31, 2014. This valuation approach was similar to the approach the Company used to determine the initial fair value of the liability component of the Convertible Notes on the February 7, 2014, issuance date except that the price of the Convertible Notes on the February 7, 2014, issuance date would not be considered a level 3 input as the Convertible Notes price paid by the market participants on the issuance date was an observable input. | |||||||||
In conjunction with the issuance of the Convertible Notes, during February 2014, the Company paid approximately $685.8 million to enter into prepaid forward share repurchase transactions, or the Forward Transactions, with certain financial institutions, and paid approximately $123.8 million to enter into capped call transactions with respect to its common shares, or the Capped Call Transactions, with certain financial institutions. See Note 10, Shareholders’ Equity, for additional discussion on the Forward Transactions and Capped Call Transactions entered into in conjunction with the issuance of these Convertible Notes. | |||||||||
During the three months ended March 31, 2014, the Company recognized $8.8 million of interest expense relating to the Convertible Notes, which included $4.9 million relating to non-cash interest expense relating to the debt discount and $0.5 million relating to amortization of deferred financing costs. The Company’s total interest expense, including the Credit Facility, was $17.8 million and $6.8 million for the three months ended March 31, 2014 and 2013, respectively, which was recognized within its condensed consolidated statement of income. | |||||||||
As of March 31, 2014, the aggregate annual maturities of the Credit Facility were expected to be $62.5 million for the remainder of 2014, $100.0 million for 2015, and $750.0 million for 2016. The $1.15 billion Convertible Notes are due 2019. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
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. | |
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, and the reasonably possible range of exposure on currently existing claims is not material to the Company. The Company believes that it has meritorious defenses to the allegations contained in the lawsuits. The Company currently maintains product liability insurance with an annual deductible of $10 million. | |
Certain of the Company’s subsidiaries have been subject to tax audits by governmental authorities in their respective countries. In certain of these tax audits, governmental authorities are proposing that significant amounts of additional taxes and related interest and penalties are due. The Company and its tax advisors believe that there are substantial defenses to governmental allegations that additional taxes are owed, and the Company is vigorously contesting the additional proposed taxes and related charges. On May 7, 2010, the Company received an assessment from the Mexican Tax Administration Service in an amount equivalent to approximately $88 million, translated at the period ended spot rate, for various items, the majority of which was Value Added Tax, or VAT, allegedly owed on certain of the Company’s products imported into Mexico during the years 2005 and 2006. This assessment is subject to interest and inflationary adjustments. On July 8, 2010, the Company initiated a formal administrative appeal process. On May 13, 2011, the Mexican Tax Administration Service issued a resolution on the Company’s administrative appeal. The resolution nullified the assessment. Since the Mexican Tax Administration Service can further review the tax audit findings and re-issue some or all of the original assessment, the Company commenced litigation in the Tax Court of Mexico in August 2011 to dispute the assertions made by the Mexican Tax Administration Service in the case. The Mexican Tax Administration Service filed a response which was received by the Company in April 2012. The response challenged the assertions that the Company made in its August 2011 filing. Litigation in this case is currently ongoing. | |
Prior to the nullification of the Mexican Tax Administration Service assessment relating to the 2005 and 2006 years the Company entered into agreements with certain insurance companies to allow for the potential issuance of surety bonds in support of its appeal of the assessment. Such surety bonds, if issued, would not affect the availability of the Company’s Credit Facility. These arrangements with the insurance companies remain in place in the event that the assessment is re-issued. | |
The Mexican Tax Administration Service commenced audits of the Company’s Mexican subsidiaries for the period from January to September 2007 and on May 10, 2013, the Company received an assessment of approximately $22 million, translated at the period ended spot rate, related to that period. On July 11, 2013, the Company filed an administrative appeal disputing the assessment. In addition, the Mexican Tax Administration Service has requested additional information in response to Company filings for VAT refunds. The Company has not recognized a loss as the Company does not believe a loss is probable. | |
The Mexican Tax Administration Service audited the Company’s Mexican subsidiaries for the 2011 year. The audit focused on importation and VAT issues. On June 25, 2013, the Mexican Tax Administration Service closed the audit of the 2011 year without any assessment. | |
The Company has not recognized a loss with respect to any of these Mexican matters as the Company, based on its analysis and guidance from its advisors, does not believe a loss is probable. Further, the Company is currently unable to reasonably estimate a possible loss or range of loss that could result from an unfavorable outcome if the assessment was re-issued or any additional assessments were to be issued for these or other periods. The Company believes that it has meritorious defenses if the assessment is re-issued or would have meritorious defenses if any additional assessment is issued. | |
The Mexican Tax Administration Service has requested information related to the Company’s 2010 year. This information has been provided. The Company expects that the Mexican Tax Administration Service will request additional information as this process continues. | |
The Company received an assessment from the Spanish Tax Authority in an amount equivalent to approximately $4.4 million translated at the period ended spot rate, for withholding taxes, interest and penalties related to payments to Spanish Members for the 2003-2004 periods. The Company appealed the assessment to the National Appellate Court (Audiencia Nacional). Based on the ruling of the National Appellate Court, substantially all of the assessment was nullified. The Company began withholding taxes on payments to Spanish Members for the 2012 year. If the Spanish Tax Authority raises the same issue in later years, the Company believes that it has meritorious defenses. The Company has not recognized a loss as the Company does not believe a loss is probable. The Company is currently unable to reasonably estimate a possible loss or range of loss that could result from an unfavorable outcome if additional assessments for other periods were to be issued. | |
The Company received a tax assessment in September 2009, from the Federal Revenue Office of Brazil in an amount equivalent to approximately $3.8 million U.S. dollars, translated at the period ended spot rate, related to withholding/contributions based on payments to the Company’s Members during 2004. The Company has appealed this tax assessment to the Administrative Council of Tax Appeals (2nd level administrative appeal) as it believes it has meritorious defenses and it has not recognized a loss as the Company does not believe a loss is probable. On March 6, 2014, the Company was notified of a similar audit of the 2011 year. 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 received an order from a Rome Labor Court on behalf of the Social Security Authority on March 1, 2012, to pay an amount equivalent to approximately $7.3 million U.S. dollars, translated at the period ended spot rate, for social contributions, interest and penalties related to payments to Italian Members from 2002 through 2005. The Company has filed a writ with the Rome Labor Court appealing the order and the Social Security Authority filed a response brief. At a hearing on July 12, 2012, the Social Security Authority announced its intention to withdraw their claim as well as the order to pay the assessment. A hearing on this matter was originally scheduled for October 23, 2012 but it has been postponed and is rescheduled for June 26, 2014. The Company has not recognized a loss as the Company does not believe a loss is probable. | |
The Korea Customs Service is currently auditing the importation activities of Herbalife Korea for the 2009-2013 period. If an assessment is issued, the Company would be required to pay the amount requested in order to appeal the assessment. Based on the Company’s analysis and guidance from its advisors, the Company does not believe a loss is probable. Further, the Company is currently unable to reasonably estimate a possible loss or range of loss. | |
These matters 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. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
6. Segment Information | |||||||||
The Company is a nutrition company that sells a wide range of weight management products, nutritional supplements and personal care products. The Company’s products are manufactured by third party providers and by the Company in its Changsha, Hunan, China extraction facility, Suzhou, China facility and in its Lake Forest, California facility, 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. | |||||||||
As of March 31, 2014, the Company sold products in 91 countries throughout the world and was organized and managed by geographic regions. The Company aggregates its operating segments, excluding China, into one 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, and the nature of the regulatory environment. China has been identified as a separate reporting segment as it does not meet the criteria for aggregation. The operating information for the Primary Reporting Segment and China, and sales by product line are as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Net Sales: | |||||||||
Primary Reporting Segment | |||||||||
United States | $ | 234 | $ | 216.2 | |||||
Mexico | 142.7 | 132.9 | |||||||
South Korea | 99 | 110 | |||||||
Others | 651.1 | 596 | |||||||
Total Primary Reporting Segment | 1,126.80 | 1,055.10 | |||||||
China | 135.8 | 68.5 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
Contribution Margin(1)(2): | |||||||||
Primary Reporting Segment | |||||||||
United States | $ | 100.6 | $ | 94.7 | |||||
Mexico | 61.4 | 58.6 | |||||||
South Korea | 55.4 | 55.2 | |||||||
Others | 287.9 | 264.7 | |||||||
Total Primary Reporting Segment | 505.3 | 473.2 | |||||||
China | 124.4 | 60.5 | |||||||
Total Contribution Margin | $ | 629.7 | $ | 533.7 | |||||
Selling, general and administrative expenses(2) | 502 | 364.7 | |||||||
Interest expense, net | 15 | 5.4 | |||||||
Other expense, net | 3.2 | — | |||||||
Income before income taxes | 109.5 | 163.6 | |||||||
Income taxes | 34.9 | 44.7 | |||||||
Net Income | $ | 74.6 | $ | 118.9 | |||||
Net sales by product line: | |||||||||
Weight Management | $ | 807.6 | $ | 711.6 | |||||
Targeted Nutrition | 284 | 256.9 | |||||||
Energy, Sports and Fitness | 66.7 | 58.3 | |||||||
Outer Nutrition | 39.7 | 38.2 | |||||||
Literature, promotional and other(3) | 64.6 | 58.6 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
Net sales by geographic region: | |||||||||
North America | $ | 247.8 | $ | 221.5 | |||||
Mexico | 142.7 | 132.9 | |||||||
South and Central America | 244.7 | 219.4 | |||||||
EMEA | 211.2 | 169.5 | |||||||
Asia Pacific | 280.4 | 311.8 | |||||||
China | 135.8 | 68.5 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
-1 | Contribution margin consists of net sales less cost of sales and royalty overrides. | ||||||||
-2 | Service fees to China independent service providers totaling $61.6 million and $31.4 million for the three months ended March 31, 2014 and 2013, respectively, are included in selling, general and administrative expenses while Member compensation for all other countries is included in contribution margin. | ||||||||
-3 | Product buybacks and returns in all product categories are included in the literature, promotional and other category. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [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 in the 2013 10-K. During the three months ended March 31, 2014, the Company granted stock awards subject to continued service, consisting of stock appreciation rights, or SARs, with vesting terms fully described in the 2013 10-K. | |||||||||||||||||
For the three months ended March 31, 2014 and 2013, share-based compensation expense amounted to $11.0 million and $7.9 million, respectively. As of March 31, 2014, the total unrecognized compensation cost related to all non-vested stock awards was $47.5 million and the related weighted-average period over which it is expected to be recognized is approximately 1.4 years. | |||||||||||||||||
The following tables summarize the activity under all share-based compensation plans for the three months ended March 31, 2014: | |||||||||||||||||
Stock Options & SARs | Awards | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value(1) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(In thousands) | (In millions) | ||||||||||||||||
Outstanding at December 31, 2013(2) (3) (4) | 12,143 | $ | 33.24 | 5.3 years | $ | 552.9 | |||||||||||
Granted | 17 | $ | 69.8 | ||||||||||||||
Exercised | (303 | ) | $ | 24.21 | |||||||||||||
Forfeited | (4 | ) | $ | 46.01 | |||||||||||||
Outstanding at March 31, 2014(2) (3) (4) | 11,853 | $ | 33.52 | 5.0 years | $ | 307 | |||||||||||
Exercisable at March 31, 2014(2) | 7,521 | $ | 20.25 | 3.6 years | $ | 279.5 | |||||||||||
-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 1.5 million market condition SARs. | ||||||||||||||||
-3 | Includes 0.9 million market and performance condition SARs. | ||||||||||||||||
-4 | Includes 0.4 million performance condition SARs. | ||||||||||||||||
The weighted-average grant date fair value of SARs granted during the three months ended March 31, 2014 and 2013 was $28.68 and $11.15, respectively. The total intrinsic value of stock options and SARs exercised during the three months ended March 31, 2014 and 2013 was $14.8 million and $0.3 million, respectively. | |||||||||||||||||
Incentive Plan and Independent Directors Stock Units | Shares | Weighted | |||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding and nonvested December 31, 2013 | 144.5 | $ | 14.36 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (130.7 | ) | $ | 9.62 | |||||||||||||
Forfeited | — | — | |||||||||||||||
Outstanding and nonvested at March 31, 2014 | 13.8 | $ | 59.34 | ||||||||||||||
The total vesting date fair value of stock units which vested during the three months ended March 31, 2014 and 2013, was $8.2 million and $4.3 million, respectively. | |||||||||||||||||
The Company recognizes excess tax benefits associated with share-based compensation to shareholders’ equity only when realized. When assessing whether excess tax benefits relating to share-based compensation have been realized, the Company follows the with-and-without approach. Under this approach, excess tax benefits related to share-based compensation are not deemed to be realized until after the utilization of all other tax benefits available to the Company, which are also subject to applicable limitations. As of March 31, 2014 and December 31, 2013, the Company had $16.5 million and $15.4 million, respectively, of unrealized excess tax benefits. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
8. Income Taxes | |
Income taxes were $34.9 million for the three months ended March 31, 2014, as compared to $44.7 million for the same period in 2013. The effective income tax rate was 31.8% for the three months ended March 31, 2014, as compared to 27.3% for the same period in 2013. The increase in the effective tax rate for the three months ended March 31, 2014, as compared to the same period in 2013, was primarily due to the inability to fully realize a tax benefit relating to Herbalife Venezuela’s foreign exchange losses, the impact of changes in the geographic mix of the Company’s income, and a decrease in net benefits from discrete events. | |
As of March 31, 2014, the total amount of unrecognized tax benefits, including related interest and penalties was $36.6 million. If the total amount of unrecognized tax benefits was recognized, $29.6 million of unrecognized tax benefits, $4.1 million of interest and $1.1 million of penalties would impact the effective tax rate. | |
The Company believes that it is reasonably possible that the amount of unrecognized tax benefits could decrease by up to approximately $10.6 million within the next twelve months. Of this possible decrease, $6.8 million would be due to the settlement of audits or resolution of administrative or judicial proceedings. The remaining possible decrease of $3.8 million would be due to the expiration of statute of limitations in various jurisdictions. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||
9. Derivative Instruments and Hedging Activities | |||||||||||
Interest Rate Risk Management | |||||||||||
The Company previously engaged in an interest rate hedging strategy for which the hedged transactions were the forecasted interest payments on the Credit Facility. The hedged risk was the variability of forecasted interest rate cash flows, where the hedging strategy involved the purchase of interest rate swaps. These interest rate swaps expired in July 2013 and the Company has not entered into new interest swap arrangements as of March 31, 2014. | |||||||||||
Foreign Currency Instruments | |||||||||||
The Company also designates certain foreign currency derivatives, such as certain foreign currency forward 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 in the Company’s condensed consolidated statements of income. The Company uses foreign currency forward contracts to hedge foreign-currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The Company also uses foreign currency option contracts to partially mitigate the impact of foreign currency fluctuations. The fair value of the forward and option contracts are 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, excluding forward points, designated as cash-flow hedges are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity, and are recognized in cost of sales in the 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 are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity, and are recognized in selling, general and administrative expenses in the condensed consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. | |||||||||||
As of March 31, 2014 and December 31, 2013, the aggregate notional amounts of all foreign currency contracts outstanding designated as cash flow hedges were approximately $215.2 million and $244.7 million, respectively. At March 31, 2014, these outstanding contracts were expected to mature over the next twelve months. The Company’s derivative financial instruments are recorded on the condensed consolidated balance sheet at fair value based on third-party quotes. As of March 31, 2014, the Company recorded assets at fair value of $2.9 million and liabilities at fair value of $3.3 million relating to all outstanding foreign currency contracts designated as cash-flow hedges. As of December 31, 2013, the Company recorded assets at fair value of $5.7 million and liabilities at fair value of $4.4 million relating to all outstanding foreign currency contracts designated as cash-flow hedges. The Company assesses hedge effectiveness and measures hedge ineffectiveness at least quarterly. During the three months ended March 31, 2014, and 2013, the ineffective portion relating to these hedges was immaterial and the hedges remained effective as of March 31, 2014, and December 31, 2013. | |||||||||||
As of March 31, 2014 and December 31, 2013, 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 three months as of March 31, 2014 and December 31, 2013. There were no foreign currency option contracts outstanding as of March 31, 2014 and December 31, 2013. As of March 31, 2014, the Company had aggregate notional amounts of approximately $559.6 million of foreign currency contracts, inclusive of freestanding contracts and contracts designated as cash flow hedges. | |||||||||||
Gains and Losses on Derivative Instruments | |||||||||||
The following table summarizes gains (losses) relating to derivative instruments recorded in other comprehensive income (loss) during the three months ended March 31, 2014, and 2013: | |||||||||||
Amount of Gain (Loss) Recognized | |||||||||||
in Other Comprehensive Income (Loss) | |||||||||||
For the Three Months Ended | |||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | $ | (0.2 | ) | $ | (4.1 | ) | |||||
The following table summarizes gains (losses) relating to derivative instruments recorded to income during the three months ended March 31, 2014 and 2013: | |||||||||||
Location of Gain | Amount of Gain (Loss) | ||||||||||
(Loss) | Recognized in Income | ||||||||||
Recognized in Income | For the Three Months Ended | ||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory hedges and intercompany management fee hedges (1) | Selling, general and | $ | (1.6 | ) | $ | (1.1 | ) | ||||
administrative expenses | |||||||||||
Derivatives not designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts | Selling, general and | $ | (2.9 | ) | $ | (8.7 | ) | ||||
administrative expenses | |||||||||||
-1 | For foreign exchange contracts designated as hedging instruments, the amounts recognized in income (loss) represent the amounts excluded from the assessment of hedge effectiveness. There were no ineffective amounts recorded for derivatives designated as hedging instruments. | ||||||||||
The following table summarizes gains (losses) relating to derivative instruments reclassified from accumulated other comprehensive loss into income during the three months ended March 31, 2014 and 2013: | |||||||||||
Location of Gain | Amount of Gain (Loss) Reclassified | ||||||||||
(Loss) | from Accumulated | ||||||||||
Reclassified | Other Comprehensive | ||||||||||
from Accumulated | Loss into Income | ||||||||||
Other Comprehensive | |||||||||||
Loss into Income | For the Three Months Ended | ||||||||||
(Effective Portion) | March 31, 2014 | March 31, 2013 | |||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory hedges | Cost of sales | $ | 0.3 | $ | (1.3 | ) | |||||
Foreign exchange currency contracts relating to intercompany management fee hedges | Selling, general and | — | $ | (0.1 | ) | ||||||
administrative expenses | |||||||||||
Interest rate contracts | Interest expense, net | — | $ | (0.9 | ) | ||||||
The Company reports its derivatives at fair value as either assets or liabilities within its condensed consolidated balance sheet. See Note 12, Fair Value Measurements, for information on derivative fair values and their condensed consolidated balance sheet location as of March 31, 2014, and December 31, 2013. |
Shareholders_Equity
Shareholders' Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Shareholders' Equity | ' | ||||||||||||||||
10. Shareholders’ Equity | |||||||||||||||||
Changes in shareholders’ equity for the three months ended March 31, 2014 were as follows (in thousands): | |||||||||||||||||
Total shareholders’ equity as of December 31, 2013 | $ | 551,446 | |||||||||||||||
Net income | 74,628 | ||||||||||||||||
Issuance of common shares from exercise of stock options, SARs, restricted stock grants, and employee stock purchase plan | 60 | ||||||||||||||||
Excess tax benefit from exercise of stock options, SARs and restricted stock grants | 3,154 | ||||||||||||||||
Additional capital from share-based compensation | 10,995 | ||||||||||||||||
Repurchases of common shares, including Forward Transactions | (694,503 | ) | |||||||||||||||
Allocation to additional paid-in capital due to issuance of senior convertible notes and Forward Transactions. | 249,797 | ||||||||||||||||
Reduction in additional paid-in capital from purchased capped call | (123,825 | ) | |||||||||||||||
Dividends paid and received, net | (26,955 | ) | |||||||||||||||
Foreign currency translation adjustment, net of income taxes | (2,183 | ) | |||||||||||||||
Unrealized loss on derivatives, net of income taxes | (413 | ) | |||||||||||||||
Unrealized loss on available-for-sale investments, net of income taxes | (95 | ) | |||||||||||||||
Total shareholders’ equity as of March 31, 2014 | $ | 42,106 | |||||||||||||||
Dividends | |||||||||||||||||
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 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. The Credit Facility permits payments of dividends as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. | |||||||||||||||||
On February 18, 2014, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $30.4 million that was paid to shareholders on March 18, 2014. The aggregate total amount of dividends declared and paid during the three months ended March 31, 2014, and 2013, were $30.4 million and $30.9 million, respectively. During the three months ended March 31, 2014, the Company received $3.4 million of dividends primarily relating to the Forward Transactions described below which was recorded directly to its (accumulated deficit) retained earnings. | |||||||||||||||||
Share Repurchases | |||||||||||||||||
On July 30, 2012, the Company announced that its board of directors authorized a new $1 billion share repurchase program that will expire on June 30, 2017. On February 3, 2014, the Company announced that its board of directors authorized an increase in the existing share repurchase authorization to an available balance of $1.5 billion. This share repurchase program allows the Company to repurchase its common shares, at such times and prices as determined by the Company’s management as market conditions warrant, and to the extent Herbalife Ltd.’s distributable reserves are available under Cayman Islands law. The Credit Facility permits the Company to repurchase its common shares as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. | |||||||||||||||||
In conjunction with the issuance of the Convertible Notes during February 2014, the Company paid approximately $685.8 million to enter into prepaid forward share repurchase transactions, or the Forward Transactions, with certain financial institutions, or Forward Counterparties, pursuant to which the Company purchased approximately 9.9 million common shares for settlement on or around the August 15, 2019 maturity date for the Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transaction early. The Forward Transactions are generally expected to facilitate privately negotiated derivative transactions between the Forward Counterparties and holders of the Convertible Notes, including swaps, relating to the common shares by which holders of the Convertible Notes establish short positions relating to the common shares and otherwise hedge their investments in the Convertible Notes concurrently with, or shortly after, the pricing of the Convertible Notes. As a result of this transaction, the Company’s total shareholders’ equity within its consolidated balance sheet was reduced by approximately $685.8 million during the first quarter of 2014, with amounts of $653.9 million and $31.9 million being allocated between (accumulated deficit) retained earnings and additional paid-in-capital, respectively, within total shareholders’ equity. Also, upon executing the Forward Transactions, the Company recorded $35.8 million in non-cash issuance costs with a corresponding amount to additional paid-in-capital, reflecting the fair value of the Forward Transactions. The non-cash issuance costs will be amortized over the term of the Forward Transactions. For the three months ended March 31, 2014, the Company recognized $1.0 million of non-cash interest expense within its consolidated statement of income relating to amortization of these non-cash issuance costs. | |||||||||||||||||
As a result of the Forward Transaction, the Company had effectively purchased approximately 9.9 million common shares at an average cost of $69.02 per share which are treated as retired for basic and diluted EPS purposes although they remain legally outstanding. As of March 31, 2014, the remaining authorized capacity under the Company’s share repurchase program was $814.2 million and had been reduced as a result of the Forward Transactions. | |||||||||||||||||
The Company reflects the aggregate purchase price of its common shares repurchased as a reduction to shareholders’ equity. The Company allocated the purchase price of the repurchased shares to (accumulated deficit) retained earnings, common shares and additional paid-in-capital. | |||||||||||||||||
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 minimum statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. | |||||||||||||||||
Capped Call Transactions | |||||||||||||||||
In connection with the issuance of Convertible Notes, the Company paid approximately $123.8 million to enter into capped call transactions with respect to its common shares, or the Capped Call Transactions, with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution upon conversion of the Convertible Notes in the event that the market price of the common shares is greater than the strike price of the Capped Call Transactions, initially set at $86.28 per common share, with such reduction of potential dilution subject to a cap based on the cap price initially set at $120.79 per common share. The strike price and cap price are subject to certain adjustments under the terms of the Capped Call Transactions. Therefore, as a result of executing the Capped Call Transactions, the Company in effect will only be exposed to potential net dilution once the market price of its common shares exceeds $120.79. As a result of the Capped Call Transactions, the Company’s additional paid-in capital within shareholders’ equity on its consolidated balance sheet was reduced by $123.8 million during the first quarter of 2014. | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
The following table summarizes changes in accumulated other comprehensive income (loss) during the three months ended March 31, 2014: | |||||||||||||||||
Changes in Accumulated Other Comprehensive | |||||||||||||||||
Income (Loss) by Component | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Foreign | Unrealized | Unrealized Gain | Total | ||||||||||||||
Currency | Gain (Loss) on | (Loss) on | |||||||||||||||
Translation | Derivatives | Available-For- | |||||||||||||||
Adjustments | Sale Investments | ||||||||||||||||
(In millions) | |||||||||||||||||
Beginning Balance | $ | (25.6 | ) | $ | 5.7 | $ | 0.1 | $ | (19.8 | ) | |||||||
Other comprehensive income (loss) before reclassifications, net of tax | (2.2 | ) | (0.1 | ) | (2.1 | ) | (4.4 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) | — | (0.3 | ) | 2 | 1.7 | ||||||||||||
Total other comprehensive income (loss), net of reclassifications | (2.2 | ) | (0.4 | ) | (0.1 | ) | (2.7 | ) | |||||||||
Ending balance | $ | (27.8 | ) | $ | 5.3 | $ | — | $ | (22.5 | ) | |||||||
-1 | See Note 2, Significant Accounting Policies, and Note 9, Derivative Instruments and Hedging Activities, for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive income (loss) into income during the three months ended March 31, 2014. | ||||||||||||||||
Other comprehensive income (loss) before reclassifications was net of tax benefits of $0.1 million, $0.1 million, and $1.1 million for foreign currency translation adjustments, unrealized gain (loss) on derivatives, and unrealized gain (loss) on available-for-sale investments, respectively, for the three months ended March 31, 2014. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax expense of $1.0 million for unrealized gain (loss) on available-for-sale investments for the three months ended March 31, 2014. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share | ' | ||||||||
11. Earnings Per Share | |||||||||
Basic earnings per share represents net income for the period common shares were outstanding, divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share represents net income divided by the weighted average number of common shares outstanding, inclusive of the effect of dilutive securities such as outstanding stock options, SARs, stock units and warrants. | |||||||||
The following are the common share amounts used to compute the basic and diluted earnings per share for each period: | |||||||||
For the Three Months | |||||||||
Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Weighted average shares used in basic computations | 95,397 | 104,121 | |||||||
Dilutive effect of exercise of equity grants outstanding | 5,383 | 3,947 | |||||||
Weighted average shares used in diluted computations | 100,780 | 108,068 | |||||||
There were an aggregate of 2.0 million and 4.2 million of equity grants that were outstanding during the three months ended March 31, 2014 and 2013, respectively, consisting of stock options, SARs, and stock units, but were not included in the computation of diluted earnings per share because their effect would be anti-dilutive or the market condition for the award has not been satisfied. | |||||||||
Since the Company will settle the principal amount of its Convertible Notes in cash and settle the conversion feature for the amount above the conversion price in common shares, or the conversion spread, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted earnings per share, if applicable. The conversion spread will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeds the conversion price of $86.28 per share. For the three months ended March 31, 2014, the 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 Convertible Notes exceeded the average market price of the Company’s common stock for the three months ended March 31, 2014. The initial conversion rate and conversion price is described further in Note 4, Long-Term Debt. | |||||||||
The Capped Call Transactions executed in connection with the issuance of the Company’s Convertible Notes are excluded from the calculation of diluted earnings per share because their impact is always anti-dilutive. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
12. Fair Value Measurements | |||||||||||||
The Company applies the provisions of the Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, or ASC 820, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||||||
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||
Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||
Level 3 inputs are unobservable inputs for the asset or liability. | |||||||||||||
The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its consolidated financial statements. Foreign exchange currency contracts are valued using standard calculations and models primarily based on inputs such as observable forward rates, spot rates and foreign currency exchange rates 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 at March 31, 2014 and December 31, 2013: | |||||||||||||
Fair Value Measurements at Reporting Date | |||||||||||||
Derivative Balance | Significant | Significant | |||||||||||
Sheet | Other | Other | |||||||||||
Location | Observable | Observable | |||||||||||
Inputs | Inputs | ||||||||||||
(Level 2) | (Level 2) | ||||||||||||
Fair Value at | Fair Value at | ||||||||||||
March 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
ASSETS: | |||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | Prepaid expenses and other | $ | 2.9 | $ | 5.7 | ||||||||
current assets | |||||||||||||
Derivatives not designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts | Prepaid expenses and other | $ | 0.6 | $ | 2.3 | ||||||||
current assets | |||||||||||||
$ | 3.5 | $ | 8 | ||||||||||
LIABILITIES: | |||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | Accrued expenses | $ | 3.3 | $ | 4.4 | ||||||||
Derivatives not designated as hedging instruments: | |||||||||||||
Foreign exchange currency contracts | Accrued expenses | $ | 2.3 | $ | 0.7 | ||||||||
$ | 5.6 | $ | 5.1 | ||||||||||
The Company’s deferred compensation plan assets consist of Company owned life insurance policies. As these policies are recorded at their cash surrender value, they are not required to be included in the fair value table above. See Note 6, Employee Compensation Plans, to the Company’s 2013 10-K for a further description of its deferred compensation plan assets. | |||||||||||||
The following tables summarize the offsetting of the fair values of the Company’s derivative assets and derivative liabilities for presentation in the Company’s condensed consolidated balance sheet at March 31, 2014 and December 31, 2013: | |||||||||||||
Offsetting of Derivative Assets | |||||||||||||
Gross | Gross | Net Amounts | |||||||||||
Amounts of | Amounts | of Assets | |||||||||||
Recognized | Offset in the | Presented in | |||||||||||
Assets | Balance Sheet | the Balance | |||||||||||
Sheet | |||||||||||||
(In millions) | |||||||||||||
March 31, 2014 | |||||||||||||
Foreign exchange currency contracts | $ | 3.5 | $ | (2.6 | ) | $ | 0.9 | ||||||
Total | $ | 3.5 | $ | (2.6 | ) | $ | 0.9 | ||||||
December 31, 2013 | |||||||||||||
Foreign exchange currency contracts | $ | 8 | $ | (3.0 | ) | $ | 5 | ||||||
Total | $ | 8 | $ | (3.0 | ) | $ | 5 | ||||||
Offsetting of Derivative Liabilities | |||||||||||||
Gross | Gross | Net Amounts | |||||||||||
Amounts of | Amounts | of Liabilities | |||||||||||
Recognized | Offset in the | Presented in | |||||||||||
Liabilities | Balance Sheet | the Balance | |||||||||||
Sheet | |||||||||||||
(In millions) | |||||||||||||
March 31, 2014 | |||||||||||||
Foreign exchange currency contracts | $ | 5.6 | $ | (2.6 | ) | $ | 3 | ||||||
Total | $ | 5.6 | $ | (2.6 | ) | $ | 3 | ||||||
December 31, 2013 | |||||||||||||
Foreign exchange currency contracts | $ | 5.1 | $ | (3.0 | ) | $ | 2.1 | ||||||
Total | $ | 5.1 | $ | (3.0 | ) | $ | 2.1 | ||||||
The Company offsets all of its derivative assets and derivative liabilities in its consolidated balance sheet to the extent it maintains master netting arrangements with related financial institutions. As of March 31, 2014, and December 31, 2013, 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. |
Professional_Fees_and_Other_Ex
Professional Fees and Other Expenses | 3 Months Ended |
Mar. 31, 2014 | |
Asset Retirement Obligation Disclosure [Abstract] | ' |
Professional Fees and Other Expenses | ' |
13. Professional Fees and Other Expenses | |
In late 2012, a hedge fund manager publicly raised allegations regarding the legality of the Company’s network marketing program and announced that the hedge fund manager had taken a significant short position regarding the Company’s common shares, leading to intense public scrutiny and significant stock price volatility. The Company believes that the hedge fund manager’s allegations are inaccurate and misleading. The Company has engaged legal and advisory firms to assist with responding to the allegations and to perform other related services in connection to these events. The Company recognizes the related expenses as a part of selling, general & administrative expenses within its consolidated statement of income. For the three months ended March 31, 2014 and 2013, the Company recorded approximately $4.3 million and $9.5 million, respectively, of professional fees and other expenses related to this matter. | |
Of the approximately $4.3 million and $9.5 million in expenses incurred during the three months ended March 31, 2014 and 2013, respectively, discussed above, approximately $1.3 million and $1.5 million, respectively, were recognized for advisory retainer fees. The minimum guaranteed retainer fees were approximately $3.0 million as of March 31, 2014 and the expense recognition of these fees could accelerate based on certain conditions. | |
The Company also had a cash settlement liability award, or the Liability Award, outstanding as of March 31, 2014 and December 31, 2013, which is tied to the Company’s stock price and which only vests if certain conditions are met relating to the above matter. The fair value of the Liability Award will be revalued each quarter until settlement and the Company will recognize and adjust the expense over the expected requisite service period. The benefit and expense recognized during the three months ended March 31, 2014 and 2013, relating to the Liability Award was approximately $0.5 million and $1.0 million, respectively, and is included in the approximately $4.3 million and $9.5 million amounts described above. The remaining unrecognized expense relating to the Liability Award was approximately $2.0 million as of March 31, 2014, based on the fair value of the Liability Award as of that date. The recognition of the unrecognized expense relating to the Liability Award could accelerate and change based on certain conditions. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
14. Subsequent Events | |
As of April 25, 2014, the Company paid approximately $255 million and repurchased approximately 4.5 million of its common shares through open market purchases during April 2014 pursuant to Rule 10b5-1 trading plans. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
The unaudited condensed interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or the 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 at December 31, 2013 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 March 31, 2014, and for the three months ended March 31, 2014 and 2013, include Herbalife 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 March 31, 2014, and for the three months ended March 31, 2014 and 2013. 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, 2013, or the 2013 10-K. Operating results for the three months ended March 31, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |||||||||||||||||||||||||
Reclassifications | ' | ||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
Certain reclassifications were made to the prior period statement of cash flows, within cash flows from operating activities, to conform to current period presentation. These reclassifications did not impact the prior period total net cash provided by (used in) operating activities, investing activities and financing activities, nor did it impact the Company’s accompanying condensed consolidated balance sheets and related condensed consolidated statements of income and comprehensive income. | |||||||||||||||||||||||||
Venezuela | ' | ||||||||||||||||||||||||
Venezuela | |||||||||||||||||||||||||
Currency restrictions enacted by the Venezuelan government have become more restrictive and have impacted the ability of the Company’s subsidiary in Venezuela, Herbalife Venezuela, to timely obtain U.S. dollars in exchange for Venezuelan Bolivars, or Bolivars, at the official foreign exchange rate. The application and approval process continues to be delayed and the Company’s ability to timely obtain U.S. dollars using the official exchange rate mechanisms described below remains uncertain. In recent instances, the Company has been unsuccessful in obtaining U.S. dollars at these official rates and it remains uncertain whether the Company’s future anticipated applications will be approved. The current operating environment in Venezuela also continues to be challenging for the Company’s Venezuela business, with high inflation in the country, government restrictions on foreign exchange and pricing controls, and the possibility of the government announcing further devaluations to its currency. These foreign exchange controls in Venezuela limit Herbalife Venezuela’s ability to repatriate earnings and settle the Company’s intercompany obligations at any official rate which is causing its Bolivar denominated cash and cash equivalents to accumulate in Venezuela. | |||||||||||||||||||||||||
In February 2013, the Venezuela government announced that it devalued its Bolivar currency and eliminated the SITME regulated system. The SITME 5.3 Bolivars per U.S. dollar rate was eliminated and the CADIVI rate was devalued from 4.3 Bolivars to 6.3 Bolivars per U.S. dollar. This CADIVI rate was approximately 16% less favorable than the previously published 5.3 SITME rate. The Company recognized approximately $15.1 million of net foreign exchange losses within its condensed consolidated statement of income for the three months ended March 31, 2013, as a result of remeasuring the Company’s Bolivar denominated monetary assets and liabilities at the CADIVI rate of 6.3 Bolivars per U.S. dollar. | |||||||||||||||||||||||||
In March 2013, the Venezuelan government also announced they will introduce an additional complimentary exchange mechanism known as SICAD. During the first quarter of 2014, the Venezuelan government announced the establishment of CENCOEX which replaced the previous foreign exchange commission, CADIVI. Also, during the first quarter of 2014, additional activities, such as processing of dividend payments, which were previously administered by CADIVI, are now required to be processed at the SICAD auction rate, or SICAD I rate. During the fourth quarter of 2013, the Company received an approval through the SICAD mechanism for a bid of approximately 6.8 million Bolivars, or approximately $1.1 million U.S. dollars remeasured using the CADIVI rate, for a distribution of approximately $0.6 million in U.S. dollars, which resulted in a foreign exchange loss of approximately $0.5 million during the fourth quarter of 2013, or an effective exchange rate of 11.3 Bolivars per U.S. dollar. | |||||||||||||||||||||||||
During March 2014, the government introduced an additional exchange mechanism known as SICAD II. During March 2014, the Company submitted a SICAD II bid to exchange its 5.3 million Bolivars for $0.1 million U.S. dollars which was approved and resulted in the Company recognizing a $0.7 million U.S. dollar foreign exchange loss at an effective exchange rate of approximately 56.2 Bolivars per U.S. dollar. The Company is currently evaluating the viability of this SICAD II mechanism and its public availability and accessibility to the Company in future periods. The SICAD II mechanism is still in its early stages and there is limited information being published around this mechanism so it is currently difficult to determine how the SICAD II mechanism functions and if there are any volume constraints around this mechanism. | |||||||||||||||||||||||||
Based on the events above and the Company’s latest facts and circumstances, the Company remeasured its financial statements at the SICAD I rate of 10.7 Bolivars per U.S. dollar at March 31, 2014. As a result of using the less favorable SICAD I rate for remeasurment, during the three months ended March 31, 2014 the Company’s cash and cash equivalents were reduced by approximately $96.0 million, and the Company recognized $86.1 million of foreign exchange losses in selling, general & administrative expenses within its condensed consolidated statement of income. | |||||||||||||||||||||||||
As of March 31, 2014, if the Company had used the SICAD II rate of approximately 50 Bolivars per U.S. dollar to remeasure its net monetary assets and liabilities denominated in Bolivars, the Company would have incurred an additional approximate foreign exchange loss of $99.3 million during the three months ended March 31, 2014, and its Herbalife Venezuela cash and cash equivalents would have been further reduced by approximately $108.0 million at March 31, 2014. | |||||||||||||||||||||||||
Due to the evolving foreign exchange control environment in Venezuela, it is possible that the Company’s ability to access certain foreign exchange mechanisms, including the SICAD I and SICAD II exchange mechanisms, could change in future quarters which may have an impact on what rate the Company uses in the future to remeasure Herbalife Venezuela’s net monetary Bolivar denominated assets and liabilities. The Company is closely monitoring the SICAD I and SICAD II exchange mechanisms as they continue to evolve. | |||||||||||||||||||||||||
As of March 31, 2014, the Company’s net monetary assets and liabilities denominated in Bolivars were approximately $129.0 million, and included approximately $137.5 million in Bolivar denominated cash and cash equivalents. These Bolivar denominated assets and liabilities were remeasured at the SICAD I rate. These remeasured amounts, including cash and cash equivalents, being reported on the Company’s condensed consolidated balance sheet using the published official SICAD I rate may not accurately represent the amount of U.S. dollars that the Company could ultimately realize. Herbalife Venezuela’s net sales represented approximately 4% of the Company’s consolidated net sales for the three months ended March 31, 2014 and 2013, and its total assets represented approximately 6% and 10% of the Company’s consolidated total assets as of March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014 and December 31, 2013, the majority of Herbalife Venezuela’s total assets consisted of Bolivar denominated cash and cash equivalents. | |||||||||||||||||||||||||
Investments in Bolivar-Denominated Bonds | ' | ||||||||||||||||||||||||
Investments in Bolivar-Denominated Bonds | |||||||||||||||||||||||||
During the first quarter of 2014, the Company invested in additional Bolivar denominated bonds with a purchase price of 20.3 million Bolivars, or approximately $3.2 million. The Company classifies these bonds as long-term available-for-sale investments which are carried at fair value, inclusive of unrealized gains and losses, and net of discount accretion and premium amortization. The fair value of these bonds are determined using Level 2 inputs which include prices of similar assets traded in active markets in Venezuela and observable yield curves. Net unrealized gains and losses on these bonds are included in other comprehensive income (loss) and are net of applicable income taxes. During the three months ended March 31, 2014, the Company did not sell any of its bonds. | |||||||||||||||||||||||||
The Company’s investments in Bolivar denominated bonds as of March 31, 2014 are summarized as follows: | |||||||||||||||||||||||||
Amortized | Gross | Gross | Net | Other-Than- | Market | ||||||||||||||||||||
Costs | Unrealized | Unrealized | Unrealized | Temporary | Value | ||||||||||||||||||||
Gain | Loss | Gain | Impairment | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Investments in Venezuelan bonds | $ | 7,253 | $ | — | $ | — | $ | — | $ | 3,161 | $ | 4,092 | |||||||||||||
There were no bonds with gross unrealized losses recorded within accumulated other comprehensive income (loss) as of March 31, 2014. | |||||||||||||||||||||||||
The Company evaluates securities for other-than-temporary impairment on a quarterly basis. The impairment evaluation considers numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; when applicable, the foreign exchange rates that are available to the Company; and the intent and ability of the Company to retain the security in order to allow for an anticipated recovery in fair value. If, based upon the analysis, it is determined that the impairment is other-than-temporary, the security is written-down to fair value, and a loss is recognized in other expense, net in the Company’s condensed consolidated income statement. Other-than-temporary impairments relating to available-for-sale securities for the three months ended March 31, 2014 was $3.2 million which was primarily due to the less favorable SICAD I 10.7 Bolivars per U.S. dollar rate being used to determine the U.S. dollar equivalent fair value of these Bolivar denominated bonds as opposed to the previous CADIVI 6.3 Bolivars per U.S. dollar rate that was used. | |||||||||||||||||||||||||
The amortized cost and estimated fair value of these bonds as of March 31, 2014 by contractual maturity are as follows: | |||||||||||||||||||||||||
Amortized Cost | Estimated | ||||||||||||||||||||||||
Market Value | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Contractual Maturity | |||||||||||||||||||||||||
Due in 1 year or less | $ | — | $ | — | |||||||||||||||||||||
Due in 1-2 years | — | — | |||||||||||||||||||||||
Due in 2-5 years | — | — | |||||||||||||||||||||||
Due after 5 years | 7,253 | 4,092 | |||||||||||||||||||||||
Total investments | $ | 7,253 | $ | 4,092 | |||||||||||||||||||||
Expected disposal dates may be less than the contractual dates as indicated in the table above. | |||||||||||||||||||||||||
See the Company’s 2013 10-K for further information on Herbalife Venezuela and Venezuela’s highly inflationary economy. | |||||||||||||||||||||||||
Segment Reporting | ' | ||||||||||||||||||||||||
The Company is a nutrition company that sells a wide range of weight management products, nutritional supplements and personal care products. The Company’s products are manufactured by third party providers and by the Company in its Changsha, Hunan, China extraction facility, Suzhou, China facility and in its Lake Forest, California facility, 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. | |||||||||||||||||||||||||
As of March 31, 2014, the Company sold products in 91 countries throughout the world and was organized and managed by geographic regions. The Company aggregates its operating segments, excluding China, into one 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, and the nature of the regulatory environment. China has been identified as a separate reporting segment as it does not meet the criteria for aggregation. | |||||||||||||||||||||||||
Derivatives and Hedging Policies | ' | ||||||||||||||||||||||||
Interest Rate Risk Management | |||||||||||||||||||||||||
The Company previously engaged in an interest rate hedging strategy for which the hedged transactions were the forecasted interest payments on the Credit Facility. The hedged risk was the variability of forecasted interest rate cash flows, where the hedging strategy involved the purchase of interest rate swaps. These interest rate swaps expired in July 2013 and the Company has not entered into new interest swap arrangements as of March 31, 2014. | |||||||||||||||||||||||||
Foreign Currency Instruments | |||||||||||||||||||||||||
The Company also designates certain foreign currency derivatives, such as certain foreign currency forward 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 in the Company’s condensed consolidated statements of income. The Company uses foreign currency forward contracts to hedge foreign-currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The Company also uses foreign currency option contracts to partially mitigate the impact of foreign currency fluctuations. The fair value of the forward and option contracts are 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, excluding forward points, designated as cash-flow hedges are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity, and are recognized in cost of sales in the 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 are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ equity, and are recognized in selling, general and administrative expenses in the condensed consolidated statement of income during the period when the hedged item and underlying transaction affect earnings. | |||||||||||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||||||||||
The Company applies the provisions of the Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, or ASC 820, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||||||||||||||||||
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||||||||||
Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||||||||||
Level 3 inputs are unobservable inputs for the asset or liability. | |||||||||||||||||||||||||
The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its consolidated financial statements. Foreign exchange currency contracts are valued using standard calculations and models primarily based on inputs such as observable forward rates, spot rates and foreign currency exchange rates at the reporting period ended date. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Investments in Venezuelan Bonds | ' | ||||||||||||||||||||||||
The Company’s investments in Bolivar denominated bonds as of March 31, 2014 are summarized as follows: | |||||||||||||||||||||||||
Amortized | Gross | Gross | Net | Other-Than- | Market | ||||||||||||||||||||
Costs | Unrealized | Unrealized | Unrealized | Temporary | Value | ||||||||||||||||||||
Gain | Loss | Gain | Impairment | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Investments in Venezuelan bonds | $ | 7,253 | $ | — | $ | — | $ | — | $ | 3,161 | $ | 4,092 | |||||||||||||
Schedule of Amortized Cost and Estimated Fair Value of Bonds by Contractual Maturity | ' | ||||||||||||||||||||||||
The amortized cost and estimated fair value of these bonds as of March 31, 2014 by contractual maturity are as follows: | |||||||||||||||||||||||||
Amortized Cost | Estimated | ||||||||||||||||||||||||
Market Value | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Contractual Maturity | |||||||||||||||||||||||||
Due in 1 year or less | $ | — | $ | — | |||||||||||||||||||||
Due in 1-2 years | — | — | |||||||||||||||||||||||
Due in 2-5 years | — | — | |||||||||||||||||||||||
Due after 5 years | 7,253 | 4,092 | |||||||||||||||||||||||
Total investments | $ | 7,253 | $ | 4,092 | |||||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Classes of Inventory | ' | ||||||||
Inventories consist primarily of finished goods available for resale. Inventories are stated at lower of cost (primarily on the first-in, first-out basis) or market. The following are the major classes of inventory: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Raw materials | $ | 29 | $ | 23.1 | |||||
Work in process | 2.8 | 2.8 | |||||||
Finished goods | 293.2 | 325.3 | |||||||
Total | $ | 325 | $ | 351.2 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-Term Debt | ' | ||||||||
Long-term debt consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Borrowings under the senior secured credit facility | $ | 912.5 | $ | 931.3 | |||||
Convertible senior notes, carrying value of liability component | 935.8 | — | |||||||
Total | 1,848.30 | 931.3 | |||||||
Less: current portion | 87.5 | 81.3 | |||||||
Long-term portion | $ | 1,760.80 | $ | 850 | |||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Reconciliation of Revenue from Segments to Consolidated | ' | ||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
(In millions) | |||||||||
Net Sales: | |||||||||
Primary Reporting Segment | |||||||||
United States | $ | 234 | $ | 216.2 | |||||
Mexico | 142.7 | 132.9 | |||||||
South Korea | 99 | 110 | |||||||
Others | 651.1 | 596 | |||||||
Total Primary Reporting Segment | 1,126.80 | 1,055.10 | |||||||
China | 135.8 | 68.5 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | ' | ||||||||
Contribution Margin(1)(2): | |||||||||
Primary Reporting Segment | |||||||||
United States | $ | 100.6 | $ | 94.7 | |||||
Mexico | 61.4 | 58.6 | |||||||
South Korea | 55.4 | 55.2 | |||||||
Others | 287.9 | 264.7 | |||||||
Total Primary Reporting Segment | 505.3 | 473.2 | |||||||
China | 124.4 | 60.5 | |||||||
Total Contribution Margin | $ | 629.7 | $ | 533.7 | |||||
Selling, general and administrative expenses(2) | 502 | 364.7 | |||||||
Interest expense, net | 15 | 5.4 | |||||||
Other expense, net | 3.2 | — | |||||||
Income before income taxes | 109.5 | 163.6 | |||||||
Income taxes | 34.9 | 44.7 | |||||||
Net Income | $ | 74.6 | $ | 118.9 | |||||
-1 | Contribution margin consists of net sales less cost of sales and royalty overrides. | ||||||||
-2 | Service fees to China independent service providers totaling $61.6 million and $31.4 million for the three months ended March 31, 2014 and 2013, respectively, are included in selling, general and administrative expenses while Member compensation for all other countries is included in contribution margin. | ||||||||
Schedule of Entity-Wide Information, Revenue from External Customers by Products and Services | ' | ||||||||
Net sales by product line: | |||||||||
Weight Management | $ | 807.6 | $ | 711.6 | |||||
Targeted Nutrition | 284 | 256.9 | |||||||
Energy, Sports and Fitness | 66.7 | 58.3 | |||||||
Outer Nutrition | 39.7 | 38.2 | |||||||
Literature, promotional and other(3) | 64.6 | 58.6 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
-3 | Product buybacks and returns in all product categories are included in the literature, promotional and other category. | ||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | ' | ||||||||
Net sales by geographic region: | |||||||||
North America | $ | 247.8 | $ | 221.5 | |||||
Mexico | 142.7 | 132.9 | |||||||
South and Central America | 244.7 | 219.4 | |||||||
EMEA | 211.2 | 169.5 | |||||||
Asia Pacific | 280.4 | 311.8 | |||||||
China | 135.8 | 68.5 | |||||||
Total Net Sales | $ | 1,262.60 | $ | 1,123.60 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Summary of Activity Under Share-Based Compensation Plans | ' | ||||||||||||||||
The following tables summarize the activity under all share-based compensation plans for the three months ended March 31, 2014: | |||||||||||||||||
Stock Options & SARs | Awards | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value(1) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(In thousands) | (In millions) | ||||||||||||||||
Outstanding at December 31, 2013(2) (3) (4) | 12,143 | $ | 33.24 | 5.3 years | $ | 552.9 | |||||||||||
Granted | 17 | $ | 69.8 | ||||||||||||||
Exercised | (303 | ) | $ | 24.21 | |||||||||||||
Forfeited | (4 | ) | $ | 46.01 | |||||||||||||
Outstanding at March 31, 2014(2) (3) (4) | 11,853 | $ | 33.52 | 5.0 years | $ | 307 | |||||||||||
Exercisable at March 31, 2014(2) | 7,521 | $ | 20.25 | 3.6 years | $ | 279.5 | |||||||||||
-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 1.5 million market condition SARs. | ||||||||||||||||
-3 | Includes 0.9 million market and performance condition SARs. | ||||||||||||||||
-4 | Includes 0.4 million performance condition SARs. | ||||||||||||||||
Incentive Plan and Independent Directors Stock Units | Shares | Weighted | |||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding and nonvested December 31, 2013 | 144.5 | $ | 14.36 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (130.7 | ) | $ | 9.62 | |||||||||||||
Forfeited | — | — | |||||||||||||||
Outstanding and nonvested at March 31, 2014 | 13.8 | $ | 59.34 | ||||||||||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) | ' | ||||||||||
The following table summarizes gains (losses) relating to derivative instruments recorded in other comprehensive income (loss) during the three months ended March 31, 2014, and 2013: | |||||||||||
Amount of Gain (Loss) Recognized | |||||||||||
in Other Comprehensive Income (Loss) | |||||||||||
For the Three Months Ended | |||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | $ | (0.2 | ) | $ | (4.1 | ) | |||||
Gains (Losses) Relating to Derivative Instruments Recorded to Income | ' | ||||||||||
The following table summarizes gains (losses) relating to derivative instruments recorded to income during the three months ended March 31, 2014 and 2013: | |||||||||||
Location of Gain | Amount of Gain (Loss) | ||||||||||
(Loss) | Recognized in Income | ||||||||||
Recognized in Income | For the Three Months Ended | ||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory hedges and intercompany management fee hedges (1) | Selling, general and | $ | (1.6 | ) | $ | (1.1 | ) | ||||
administrative expenses | |||||||||||
Derivatives not designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts | Selling, general and | $ | (2.9 | ) | $ | (8.7 | ) | ||||
administrative expenses | |||||||||||
-1 | For foreign exchange contracts designated as hedging instruments, the amounts recognized in income (loss) represent the amounts excluded from the assessment of hedge effectiveness. There were no ineffective amounts recorded for derivatives designated as hedging instruments. | ||||||||||
Gains (Losses) Relating to Derivative Instruments Reclassified from Accumulated Other Comprehensive Loss into Income Effective Portion | ' | ||||||||||
The following table summarizes gains (losses) relating to derivative instruments reclassified from accumulated other comprehensive loss into income during the three months ended March 31, 2014 and 2013: | |||||||||||
Location of Gain | Amount of Gain (Loss) Reclassified | ||||||||||
(Loss) | from Accumulated | ||||||||||
Reclassified | Other Comprehensive | ||||||||||
from Accumulated | Loss into Income | ||||||||||
Other Comprehensive | |||||||||||
Loss into Income | For the Three Months Ended | ||||||||||
(Effective Portion) | March 31, 2014 | March 31, 2013 | |||||||||
(In millions) | |||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Foreign exchange currency contracts relating to inventory hedges | Cost of sales | $ | 0.3 | $ | (1.3 | ) | |||||
Foreign exchange currency contracts relating to intercompany management fee hedges | Selling, general and | — | $ | (0.1 | ) | ||||||
administrative expenses | |||||||||||
Interest rate contracts | Interest expense, net | — | $ | (0.9 | ) |
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Summary of Changes in Shareholders' Equity | ' | ||||||||||||||||
Changes in shareholders’ equity for the three months ended March 31, 2014 were as follows (in thousands): | |||||||||||||||||
Total shareholders’ equity as of December 31, 2013 | $ | 551,446 | |||||||||||||||
Net income | 74,628 | ||||||||||||||||
Issuance of common shares from exercise of stock options, SARs, restricted stock grants, and employee stock purchase plan | 60 | ||||||||||||||||
Excess tax benefit from exercise of stock options, SARs and restricted stock grants | 3,154 | ||||||||||||||||
Additional capital from share-based compensation | 10,995 | ||||||||||||||||
Repurchases of common shares, including Forward Transactions | (694,503 | ) | |||||||||||||||
Allocation to additional paid-in capital due to issuance of senior convertible notes and Forward Transactions. | 249,797 | ||||||||||||||||
Reduction in additional paid-in capital from purchased capped call | (123,825 | ) | |||||||||||||||
Dividends paid and received, net | (26,955 | ) | |||||||||||||||
Foreign currency translation adjustment, net of income taxes | (2,183 | ) | |||||||||||||||
Unrealized loss on derivatives, net of income taxes | (413 | ) | |||||||||||||||
Unrealized loss on available-for-sale investments, net of income taxes | (95 | ) | |||||||||||||||
Total shareholders’ equity as of March 31, 2014 | $ | 42,106 | |||||||||||||||
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
The following table summarizes changes in accumulated other comprehensive income (loss) during the three months ended March 31, 2014: | |||||||||||||||||
Changes in Accumulated Other Comprehensive | |||||||||||||||||
Income (Loss) by Component | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Foreign | Unrealized | Unrealized Gain | Total | ||||||||||||||
Currency | Gain (Loss) on | (Loss) on | |||||||||||||||
Translation | Derivatives | Available-For- | |||||||||||||||
Adjustments | Sale Investments | ||||||||||||||||
(In millions) | |||||||||||||||||
Beginning Balance | $ | (25.6 | ) | $ | 5.7 | $ | 0.1 | $ | (19.8 | ) | |||||||
Other comprehensive income (loss) before reclassifications, net of tax | (2.2 | ) | (0.1 | ) | (2.1 | ) | (4.4 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) | — | (0.3 | ) | 2 | 1.7 | ||||||||||||
Total other comprehensive income (loss), net of reclassifications | (2.2 | ) | (0.4 | ) | (0.1 | ) | (2.7 | ) | |||||||||
Ending balance | $ | (27.8 | ) | $ | 5.3 | $ | — | $ | (22.5 | ) | |||||||
-1 | See Note 2, Significant Accounting Policies, and Note 9, Derivative Instruments and Hedging Activities, for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive income (loss) into income during the three months ended March 31, 2014. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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: | |||||||||
For the Three Months | |||||||||
Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Weighted average shares used in basic computations | 95,397 | 104,121 | |||||||
Dilutive effect of exercise of equity grants outstanding | 5,383 | 3,947 | |||||||
Weighted average shares used in diluted computations | 100,780 | 108,068 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
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 at March 31, 2014 and December 31, 2013: | |||||||||||||
Fair Value Measurements at Reporting Date | |||||||||||||
Derivative Balance | Significant | Significant | |||||||||||
Sheet | Other | Other | |||||||||||
Location | Observable | Observable | |||||||||||
Inputs | Inputs | ||||||||||||
(Level 2) | (Level 2) | ||||||||||||
Fair Value at | Fair Value at | ||||||||||||
March 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
ASSETS: | |||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | Prepaid expenses and other | $ | 2.9 | $ | 5.7 | ||||||||
current assets | |||||||||||||
Derivatives not designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts | Prepaid expenses and other | $ | 0.6 | $ | 2.3 | ||||||||
current assets | |||||||||||||
$ | 3.5 | $ | 8 | ||||||||||
LIABILITIES: | |||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges | Accrued expenses | $ | 3.3 | $ | 4.4 | ||||||||
Derivatives not designated as hedging instruments: | |||||||||||||
Foreign exchange currency contracts | Accrued expenses | $ | 2.3 | $ | 0.7 | ||||||||
$ | 5.6 | $ | 5.1 | ||||||||||
Offsetting of Derivative Assets | ' | ||||||||||||
The following tables summarize the offsetting of the fair values of the Company’s derivative assets and derivative liabilities for presentation in the Company’s condensed consolidated balance sheet at March 31, 2014 and December 31, 2013: | |||||||||||||
Offsetting of Derivative Assets | |||||||||||||
Gross | Gross | Net Amounts | |||||||||||
Amounts of | Amounts | of Assets | |||||||||||
Recognized | Offset in the | Presented in | |||||||||||
Assets | Balance Sheet | the Balance | |||||||||||
Sheet | |||||||||||||
(In millions) | |||||||||||||
March 31, 2014 | |||||||||||||
Foreign exchange currency contracts | $ | 3.5 | $ | (2.6 | ) | $ | 0.9 | ||||||
Total | $ | 3.5 | $ | (2.6 | ) | $ | 0.9 | ||||||
December 31, 2013 | |||||||||||||
Foreign exchange currency contracts | $ | 8 | $ | (3.0 | ) | $ | 5 | ||||||
Total | $ | 8 | $ | (3.0 | ) | $ | 5 | ||||||
Offsetting of Derivative Liabilities | ' | ||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||
Gross | Gross | Net Amounts | |||||||||||
Amounts of | Amounts | of Liabilities | |||||||||||
Recognized | Offset in the | Presented in | |||||||||||
Liabilities | Balance Sheet | the Balance | |||||||||||
Sheet | |||||||||||||
(In millions) | |||||||||||||
March 31, 2014 | |||||||||||||
Foreign exchange currency contracts | $ | 5.6 | $ | (2.6 | ) | $ | 3 | ||||||
Total | $ | 5.6 | $ | (2.6 | ) | $ | 3 | ||||||
December 31, 2013 | |||||||||||||
Foreign exchange currency contracts | $ | 5.1 | $ | (3.0 | ) | $ | 2.1 | ||||||
Total | $ | 5.1 | $ | (3.0 | ) | $ | 2.1 | ||||||
Organization_Additional_Inform
Organization - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Members | |
Segment | |
Organization And Description Of Business [Line Items] | ' |
Number of geographic regions | 6 |
Number of network marketing members | 3,900,000 |
China [Member] | ' |
Organization And Description Of Business [Line Items] | ' |
Number of network marketing members | 200,000 |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | |
USD ($) | VEF | USD ($) | USD ($) | USD ($) | SICAD [Member] | SICAD II [Member] | SICAD II [Member] | SICAD I [Member] | Venezuela [Member] | Venezuela [Member] | Venezuela [Member] | Venezuela [Member] | SICAD II Forecast Rate [Member] | Selling, general and administrative expenses [Member] | SITME rate [Member] | New CADIVI rate [Member] | Previous CADIVI rate [Member] | CADIVI rate [Member] | CADIVI rate [Member] | CADIVI rate [Member] | CADIVI rate [Member] | Remeasurement of assets and liabilities using new CADIVI rate [Member] | |
USD ($) | USD ($) | VEF | USD ($) | SICAD I [Member] | SICAD II [Member] | SICAD I [Member] | SICAD [Member] | SICAD [Member] | USD ($) | ||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | VEF | |||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency exchange rate, Bolivars per USD | ' | ' | ' | ' | ' | ' | 56.2 | 56.2 | 10.7 | ' | ' | ' | ' | 50 | ' | 5.3 | 6.3 | 4.3 | ' | 6.3 | 11.3 | 11.3 | ' |
Percent by which currency exchange rate was less favorable than SITME | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' |
Foreign currency transaction losses | ' | ' | ' | ' | ' | ' | ($700,000) | ' | ' | ' | ' | ' | ' | ($99,300,000) | ($86,100,000) | ' | ' | ' | ' | ' | ($500,000) | ' | ($15,100,000) |
CADIVI rate for remeasurement | 6.3 | 6.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Currency exchanged through alternative legal exchange mechanisms | ' | ' | ' | ' | ' | 600,000 | 100,000 | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 6,800,000 | ' |
Reduction in cash and cash equivalents | -100,307,000 | ' | -17,052,000 | ' | ' | ' | ' | ' | -96,000,000 | ' | ' | ' | ' | -108,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net monetary Bolivar denominated assets and liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 1,261,921,000 | ' | 722,474,000 | 972,974,000 | 333,534,000 | ' | ' | ' | ' | ' | ' | ' | 137,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary's net sales to Company's consolidated net sales, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary asset as percentage of consolidated assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of bonds invested in Bolivar denominated bonds | 3,224,000 | 20,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other-than-temporary impairments relating to available-for-sale securities | $3,161,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies - Investments in Venezuelan Bonds (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ' |
Investments in Venezuelan bonds, Other Than Temporary Impairment | $3,161 |
Investments in Venezuelan bonds, Market Value | 4,092 |
Venezuelan bonds [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Investments in Venezuelan bonds, Amortized Costs | 7,253 |
Investments in Venezuelan bonds, Gross Unrealized Gain | ' |
Investments in Venezuelan bonds, Gross Unrealized Loss | ' |
Investments in Venezuelan bonds, Net Unrealized Gain | ' |
Investments in Venezuelan bonds, Other Than Temporary Impairment | 3,161 |
Investments in Venezuelan bonds, Market Value | $4,092 |
Significant_Accounting_Policie5
Significant Accounting Policies - Schedule of Amortized Cost and Estimated Fair Value of Bonds by Contractual Maturity (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Collaboration Arrangement Disclosure [Abstract] | ' |
Amortized Cost, Due in 1 year or less | ' |
Amortized Cost, Due in 1-2 years | ' |
Amortized Cost, Due in 2-5 years | ' |
Amortized Cost, Due after 5 years | 7,253 |
Amortized Cost, Total investments | 7,253 |
Estimated Market Value, Due in 1 year or less | ' |
Estimated Market Value, Due in 1-2 years | ' |
Estimated Market Value, Due in 2-5 years | ' |
Estimated Market Value, Due after 5 years | 4,092 |
Estimated Market Value, Total investments | $4,092 |
Inventories_Classes_of_Invento
Inventories - Classes of Inventory (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $29,000,000 | $23,100,000 |
Work in process | 2,800,000 | 2,800,000 |
Finished goods | 293,200,000 | 325,300,000 |
Total | $324,992,000 | $351,201,000 |
Alternate_Calculation_Structur
Alternate Calculation Structures Remove from Presentation Linkbase (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Total | $1,848,300,000 | $931,300,000 |
Less: current portion | 87,509,000 | 81,250,000 |
Long-term portion | $1,760,778,000 | $850,019,000 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Borrowings under the senior secured credit facility | $912,500,000 | $931,300,000 |
Total | 1,848,300,000 | 931,300,000 |
Less: current portion | 87,509,000 | 81,250,000 |
Long-term portion | 1,760,778,000 | 850,019,000 |
Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible senior notes, carrying value of liability component | $935,800,000 | ' |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 09, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 26, 2012 | Feb. 28, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Prepaid forward share repurchase transactions [Member] | Prepaid forward share repurchase transactions [Member] | Capped call transactions [Member] | Debt Issuance Costs [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | ||||
Convertible Senior Notes [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Convertible Senior Notes [Member] | Convertible Notes [Member] | Interest rate option one [Member] | Interest rate option one [Member] | Interest rate option one [Member] | Interest rate option one [Member] | Interest rate option one [Member] | Interest rate option one [Member] | Interest rate option two [Member] | Interest rate option two [Member] | Interest rate option two [Member] | Interest rate option two [Member] | Interest rate option two [Member] | Interest rate option two [Member] | ||||||||||||
Maximum [Member] | Minimum [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Senior secured revolving credit facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | ||||||||||||||||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maximum amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $700,000,000 | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9-Mar-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 1.50% | ' | 2.50% | 1.50% | ' | 1.50% | 0.50% | ' | 1.50% | 0.50% |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | 'LIBOR | ' | ' | 'The base rate under the Credit Facility represents the highest of the Federal Funds Rate plus 0.50%, one-month LIBOR plus 1.00%, and the prime rate offered by Bank of America. | ' | ' | 'Base rate | ' | ' |
Base rate in excess of Federal Funds Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' |
Base rate in excess of one-month LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' |
Credit facility, unused capacity, commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility borrowings used to repay outstanding borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 196,000,000 | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | 21,500,000 | ' | ' | ' | ' | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total principal amount of convertible notes | ' | ' | ' | 1,150,000,000 | 1,150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin payable, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2.50 to 1.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, weighted average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.16% | 2.17% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, amount repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, amount outstanding | 912,500,000 | ' | 931,300,000 | ' | ' | ' | ' | ' | ' | ' | 912,500,000 | 931,300,000 | 500,000,000 | 500,000,000 | ' | ' | ' | ' | 412,500,000 | 431,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency borrowings, outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of convertible senior notes issued | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional principal amount of convertible notes | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, interest rate | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes maturity | ' | ' | ' | 15-Aug-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, conversion feature | ' | ' | ' | ' | 'Holders of the 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, 2014, if the last reported sale price of the Companybs 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 Convertible Notes on each applicable trading day; (ii) during the five business-day period immediately after any five consecutive trading day period, which we refer to as the measurement period, in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of our common shares and the conversion rate for the Convertible Notes for each such day; or (iii) upon the occurrence of specified corporate events. On and after May 15, 2019, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, number of trading days of threshold limit ((whether or not consecutive) | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, number of trading days of threshold limit in consecutive days | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of conversion price for convertible notes | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of convertible notes | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of conversion price for convertible notes | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes initial conversion rate | ' | ' | ' | 11.5908 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes initial conversion price | $86.28 | ' | ' | $86.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | ' | ' | ' | 26,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 423,515,000 | ' | 323,860,000 | 219,100,000 | ' | ' | -31,900,000 | ' | -5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds received from the issuance of the Convertible notes | ' | ' | ' | 1,150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | 930,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate on convertible notes | ' | ' | ' | 6.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | ' | ' | ' | ' | 214,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes, carrying value of liability component | ' | ' | ' | ' | 935,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of liability to convertible notes | ' | ' | ' | ' | 871,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forward share repurchase transactions amount | ' | ' | ' | ' | ' | 685,800,000 | 685,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capped call transactions with financial institutions | ' | ' | ' | ' | ' | ' | ' | 123,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 17,800,000 | 6,800,000 | ' | ' | 8,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash interest expense | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate annual maturities of credit facility, remainder of 2014 | ' | ' | ' | ' | 62,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate annual maturities of credit facility, 2015 | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate annual maturities of credit facility, 2016 | ' | ' | ' | ' | $750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes due | ' | ' | ' | ' | '2019 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |||||
In Millions, unless otherwise specified | Mar. 31, 2014 | 10-May-13 | 7-May-10 | Mar. 31, 2014 | Mar. 01, 2012 | Sep. 30, 2009 |
Mexican Tax Administration Service [Member] | Mexican Tax Administration Service [Member] | Spanish Tax Authority [Member] | Rome Labor Court on behalf of Social Security Authority [Member] | Federal Revenue Office of Brazil [Member] | ||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Deductible for product liability insurance | $10 | ' | ' | ' | ' | ' |
Administrative assessment amount from Mexican Tax Administration Service | ' | 22 | 88 | ' | ' | ' |
Tax assessment for withholding taxes, interest and penalties related to payments to Spanish Members during 2003-2004 periods | ' | ' | ' | 4.4 | ' | ' |
Tax assessment received relating to withholding/contributions to Company's Members during 2004 | ' | ' | ' | ' | ' | 3.8 |
Equivalent amount under order for social contributions, interest and penalties related to payments to Italian Members from 2002 through 2005 | ' | ' | ' | ' | $7.30 | ' |
Segment_Information_Additional
Segment Information - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Segment | ||
Country | ||
Segment Reporting Information [Line Items] | ' | ' |
Number of countries in which the Company sells products | 91 | ' |
Number of reportable segment | 1 | ' |
Total assets for the Company's Segment | $2,856,589 | $2,473,701 |
Goodwill allocated to the Company's Segment | 105,490 | 105,490 |
Primary Reporting Segment [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets for the Company's Segment | 2,618,800 | 2,253,700 |
Goodwill allocated to the Company's Segment | 102,400 | 102,400 |
China [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets for the Company's Segment | 237,800 | 220,000 |
Goodwill allocated to the Company's Segment | $3,100 | $3,100 |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | $1,262,649 | $1,123,647 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | 234,000 | 216,200 |
Mexico [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | 142,700 | 132,900 |
South Korea [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | 99,000 | 110,000 |
Others [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | 651,100 | 596,000 |
Primary Reporting Segment [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | 1,126,800 | 1,055,100 |
China [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total Net Sales | $135,800 | $68,500 |
Segment_Information_Reconcilia1
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Contribution Margin | ' | ' |
Total Contribution Margin | $629,700,000 | $533,700,000 |
Selling, general and administrative expenses | 502,062,000 | 364,720,000 |
Interest expense, net | 14,961,000 | 5,373,000 |
Other expense, net | 3,161,000 | ' |
Income before income taxes | 109,481,000 | 163,548,000 |
Income taxes | 34,853,000 | 44,675,000 |
Net income | 74,628,000 | 118,873,000 |
United States [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | 100,600,000 | 94,700,000 |
Mexico [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | 61,400,000 | 58,600,000 |
South Korea [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | 55,400,000 | 55,200,000 |
Others [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | 287,900,000 | 264,700,000 |
Primary Reporting Segment [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | 505,300,000 | 473,200,000 |
China [Member] | ' | ' |
Contribution Margin | ' | ' |
Total Contribution Margin | $124,400,000 | $60,500,000 |
Segment_Information_Schedule_o
Segment Information - Schedule of Entity-Wide Information, Revenue from External Customers by Products and Services (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | $1,262,649 | $1,123,647 |
Weight Management [Member] | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 807,600 | 711,600 |
Targeted Nutrition [Member] | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 284,000 | 256,900 |
Energy, Sports and Fitness [Member] | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 66,700 | 58,300 |
Outer Nutrition [Member] | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 39,700 | 38,200 |
Literature, promotional and other [Member] | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | $64,600 | $58,600 |
Segment_Information_Schedule_o1
Segment Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | $1,262,649 | $1,123,647 |
North America [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | 247,800 | 221,500 |
Mexico [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | 142,700 | 132,900 |
South and Central America [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | 244,700 | 219,400 |
EMEA [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | 211,200 | 169,500 |
Asia Pacific [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | 280,400 | 311,800 |
China [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Net sales | $135,800 | $68,500 |
Segment_Information_Reconcilia2
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Parenthetical) (Detail) (China [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
China [Member] | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' |
Independent service providers service fees costs | $61.60 | $31.40 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Share-based compensation expense | $11 | $7.90 | ' |
Unrecognized compensation cost on non-vested stock awards | 47.5 | ' | ' |
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | '1 year 4 months 24 days | ' | ' |
Weighted-average grant date fair value of SARs granted | $28.68 | $11.15 | ' |
Total intrinsic value of awards exercised for options and SARs | 14.8 | 0.3 | ' |
Total vesting date fair value of stock units | 8.2 | 4.3 | ' |
Unrealized excess tax benefits | $16.50 | ' | $15.40 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Detail) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Awards Outstanding, Beginning Balance | 12,143,000 | ' |
Granted, Awards | 17,000 | ' |
Exercised, Awards | -303,000 | ' |
Forfeited, Awards | -4,000 | ' |
Awards Outstanding, Ending Balance | 11,853,000 | ' |
Awards Exercisable, Ending Balance | 7,521,000 | ' |
Weighted Average Exercise Price Outstanding, Beginning Balance | $33.24 | ' |
Granted, Weighted Average Exercise Price | $69.80 | ' |
Exercised, Weighted Average Exercise Price | $24.21 | ' |
Forfeited, Weighted Average Exercise Price | $46.01 | ' |
Weighted Average Exercise Price Outstanding, Ending Balance | $33.52 | ' |
Exercisable, Weighted Average Exercise Price, Ending Balance | $20.25 | ' |
Weighted Average Remaining Contractual Term Outstanding, Beginning Balance | '5 years 3 months 18 days | ' |
Weighted Average Remaining Contractual Term Outstanding, Ending Balance | '5 years | ' |
Exercisable, Weighted Average Remaining Contractual Term, Ending Balance | '3 years 7 months 6 days | ' |
Aggregate Intrinsic Value Outstanding, Beginning balance | $552.90 | ' |
Aggregate Intrinsic Value Outstanding, Ending balance | 307 | ' |
Exercisable, Aggregate Intrinsic Value, Ending Balance | $279.50 | ' |
Granted, Weighted Average Grant Date Fair Value | $28.68 | $11.15 |
Incentive Plan And Independent Directors Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding and nonvested December 31, 2013, Shares | 144,500 | ' |
Granted, Shares | ' | ' |
Vested, Shares | -130,700 | ' |
Forfeited, Shares | ' | ' |
Outstanding and nonvested at March 31, 2014, Shares | 13,800 | ' |
Outstanding and nonvested December 31, 2013, Weighted Average Grant Date Fair Value | $14.36 | ' |
Granted, Weighted Average Grant Date Fair Value | ' | ' |
Vested, Weighted Average Grant Date Fair Value | $9.62 | ' |
Forfeited, Weighted Average Grant Date Fair Value | ' | ' |
Outstanding and nonvested at March 31, 2014, Weighted Average Grant Date Fair Value | $59.34 | ' |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Parenthetical) (Detail) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Market and performance condition awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding SARs | 0.9 | 0.9 |
Market condition awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding SARs | 1.5 | 1.5 |
Exercisable SARs | 1.5 | ' |
Performance condition awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding SARs | 0.4 | 0.4 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Income taxes | $34,853,000 | $44,675,000 |
Effective income tax rate | 31.80% | 27.30% |
Total amount of unrecognized tax benefits, including related interest and penalties | 36,600,000 | ' |
Unrecognized tax benefits excluding interest and penalties that if recognized would affect the effective tax rate | 29,600,000 | ' |
Total accrued interest for tax contingencies | 4,100,000 | ' |
Total accrued penalties for tax contingencies | 1,100,000 | ' |
Amount of unrecognized tax benefits that could decrease within the next 12 months | 10,600,000 | ' |
Decrease in unrecognized tax benefits due to the settlement of audits or resolution of administrative or judicial proceedings | 6,800,000 | ' |
Decrease in unrecognized tax benefits expiration of statute of limitations | $3,800,000 | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative asset fair value | 3.5 | 8 |
Derivative liability fair value | 5.6 | 5.1 |
Foreign exchange currency contracts [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative aggregate notional amounts | 559.6 | ' |
Derivative asset fair value | 3.5 | 8 |
Derivative liability fair value | 5.6 | 5.1 |
Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative aggregate notional amounts | 215.2 | 244.7 |
Derivative remaining maturity period | '12 months | ' |
Derivative asset fair value | 2.9 | 5.7 |
Derivative liability fair value | 3.3 | 4.4 |
Foreign exchange forward contracts [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative maximum remaining maturity period | '12 months | '12 months |
Freestanding derivatives [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Derivative average remaining maturity period | '3 months | '3 months |
Foreign currency option contracts [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Number of derivative instruments held | 0 | 0 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) (Detail) (Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member], Derivatives designated as hedging instruments [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Derivatives designated as hedging instruments [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | ($0.20) | ($4.10) |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded to Income (Detail) (Selling, general and administrative expenses [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Derivatives designated as hedging instruments [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Income | ($1.60) | ($1.10) |
Foreign exchange currency contracts [Member] | Derivatives not designated as cash flow hedging instruments [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Income | ($2.90) | ($8.70) |
Derivative_Instruments_and_Hed5
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded to Income (Parenthetical) (Detail) (Derivatives designated as hedging instruments [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Derivatives designated as hedging instruments [Member] | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' |
Ineffective amounts recorded for derivatives designated as hedging instruments | $0 |
Derivative_Instruments_and_Hed6
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Reclassified from Accumulated Other Comprehensive Loss into Income Effective Portion (Detail) (Derivatives designated as hedging instruments [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Foreign exchange currency contracts relating to inventory hedges [Member] | Cost of sales [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $0.30 | ($1.30) |
Foreign exchange currency contracts relating to intercompany management fee hedges [Member] | Selling, general and administrative expenses [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | ' | -0.1 |
Interest rate contracts [Member] | Interest expense, net [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | ' | ($0.90) |
Shareholders_Equity_Summary_of
Shareholders' Equity - Summary of Changes in Shareholders' Equity (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Equity [Abstract] | ' | ' |
Total shareholders' equity as of December 31, 2013 | $551,446 | ' |
Net income | 74,628 | 118,873 |
Issuance of common shares from exercise of stock options, SARs, restricted stock grants, and employee stock purchase plan | 60 | ' |
Excess tax benefit from exercise of stock options, SARs and restricted stock grants | 3,154 | ' |
Additional capital from share-based compensation | 10,995 | ' |
Repurchases of common shares, including Forward Transactions | -694,503 | ' |
Allocation to additional paid-in capital due to issuance of senior convertible notes and Forward Transactions. | 249,797 | ' |
Reduction in additional paid-in capital from purchased capped call | -123,825 | ' |
Dividends paid and received, net | -26,955 | ' |
Foreign currency translation adjustment, net of income taxes | -2,183 | -8,684 |
Unrealized loss on derivatives, net of income taxes | -413 | -1,332 |
Unrealized loss on available-for-sale investments, net of income taxes | -95 | ' |
Total shareholders' equity as of March 31, 2014 | $42,106 | ' |
Shareholders_Equity_Additional
Shareholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Share data in Millions, except Per Share data, unless otherwise specified | Feb. 03, 2014 | Jul. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Capped call transactions [Member] | Prepaid forward share repurchase transactions [Member] | Prepaid forward share repurchase transactions [Member] | Foreign Currency Translation Adjustments [Member] | Unrealized Gain (Loss) on Derivatives [Member] | Unrealized Gain (Loss) on Available-For-Sale Investments [Member] | ||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared per common share | ' | ' | $0.30 | $0.30 | ' | ' | ' | ' | ' | ' | ' |
Dividend declaration date | ' | ' | 18-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend payment date | ' | ' | 18-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends paid | ' | ' | $30,399,000 | $30,904,000 | ' | ' | ' | ' | ' | ' | ' |
Primarily dividends received relating to forward transactions | ' | ' | 3,444,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program authorized amount | 1,500,000,000 | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program expiration date | ' | ' | 30-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' |
Forward share repurchase transactions amount | ' | ' | ' | ' | ' | ' | 685,800,000 | 685,800,000 | ' | ' | ' |
Share repurchase transaction, shares to be purchased | ' | ' | ' | ' | ' | ' | 9.9 | ' | ' | ' | ' |
Settlement date of forward transactions | ' | ' | ' | ' | ' | ' | 'August 15, 2019 | ' | ' | ' | ' |
Retained earnings | ' | ' | -359,025,000 | ' | 247,279,000 | ' | ' | -653,900,000 | ' | ' | ' |
Additional paid-in-capital | ' | ' | 423,515,000 | ' | 323,860,000 | ' | ' | -31,900,000 | ' | ' | ' |
Non-cash forward transaction issuance costs | ' | ' | 35,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash interest expense | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased average cost per share | ' | ' | $69.02 | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program, remaining authorized capacity | ' | ' | 814,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Capped call transactions with financial institutions | ' | ' | ' | ' | ' | 123,800,000 | ' | ' | ' | ' | ' |
Convertible notes initial conversion price | ' | ' | $86.28 | ' | ' | $86.28 | ' | ' | ' | ' | ' |
Capped call transactions price per common share | ' | ' | ' | ' | ' | 120.79 | ' | ' | ' | ' | ' |
Increase (decrease) in additional paid-in capital | ' | ' | ' | ' | ' | -123,800,000 | ' | ' | ' | ' | ' |
Other comprehensive income (loss) before reclassifications, Tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | -100,000 | ' | ' |
Other comprehensive income (loss) before reclassifications, Tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100,000 | ' |
Other comprehensive income (loss) before reclassifications, Tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,100,000 |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax expense | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shareholders_Equity_Summary_of1
Shareholders' Equity - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning Balance | ($19,794,000) | ' |
Other comprehensive income (loss) before reclassifications, net of tax | -4,400,000 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | 1,700,000 | ' |
Total other comprehensive income (loss) | -2,691,000 | -10,016,000 |
Ending balance | -22,485,000 | ' |
Foreign Currency Translation Adjustments [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning Balance | -25,600,000 | ' |
Other comprehensive income (loss) before reclassifications, net of tax | -2,200,000 | ' |
Total other comprehensive income (loss) | -2,200,000 | ' |
Ending balance | -27,800,000 | ' |
Unrealized Gain (Loss) on Derivatives [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning Balance | 5,700,000 | ' |
Other comprehensive income (loss) before reclassifications, net of tax | -100,000 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | -300,000 | ' |
Total other comprehensive income (loss) | -400,000 | ' |
Ending balance | 5,300,000 | ' |
Unrealized Gain (Loss) on Available-For-Sale Investments [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning Balance | 100,000 | ' |
Other comprehensive income (loss) before reclassifications, net of tax | -2,100,000 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | 2,000,000 | ' |
Total other comprehensive income (loss) | ($100,000) | ' |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Weighted average shares used in basic computations | 95,397 | 104,121 |
Dilutive effect of exercise of equity grants outstanding | 5,383 | 3,947 |
Weighted average shares used in diluted computations | 100,780 | 108,068 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Equity grants with anti-dilutive effect | 2 | 4.2 |
Convertible notes initial conversion price | $86.28 | ' |
Fair_Value_Measurements_Deriva
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair value derivatives asset | $3.50 | $8 |
Fair value derivatives liabilities | 5.6 | 5.1 |
Foreign exchange currency contracts [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair value derivatives asset | 3.5 | 8 |
Fair value derivatives liabilities | 5.6 | 5.1 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair value measurements, assets total | 3.5 | 8 |
Fair value measurements, liabilities total | 5.6 | 5.1 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as cash flow 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 derivatives asset | 2.9 | 5.7 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as cash flow hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Accrued expenses [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair value derivatives liabilities | 3.3 | 4.4 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as cash flow 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 derivatives asset | 0.6 | 2.3 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as cash flow hedging instruments [Member] | Foreign exchange currency contracts [Member] | Accrued expenses [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair value derivatives liabilities | $2.30 | $0.70 |
Fair_Value_Measurements_Offset
Fair Value Measurements - Offsetting of Derivative Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Gross Amounts of Recognized Assets | $3.50 | $8 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | -2.6 | -3 |
Net Amounts of Assets Presented in the Balance Sheet | 0.9 | 5 |
Foreign exchange currency contracts [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Gross Amounts of Recognized Assets | 3.5 | 8 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | -2.6 | -3 |
Net Amounts of Assets Presented in the Balance Sheet | $0.90 | $5 |
Fair_Value_Measurements_Offset1
Fair Value Measurements - Offsetting of Derivative Liabilities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Gross Amounts of Recognized Liabilities | $5.60 | $5.10 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | -2.6 | -3 |
Net Amounts of Liabilities Presented in the Balance Sheet | 3 | 2.1 |
Foreign exchange currency contracts [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Gross Amounts of Recognized Liabilities | 5.6 | 5.1 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | -2.6 | -3 |
Net Amounts of Liabilities Presented in the Balance Sheet | $3 | $2.10 |
Professional_Fees_and_Other_Ex1
Professional Fees and Other Expenses - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Other Income And Expenses [Abstract] | ' | ' |
Professional fees and other expenses | $4.30 | $9.50 |
Advisory retainer fees | 1.3 | 1.5 |
Minimum guaranteed retainer fees | 3 | ' |
Liability Award benefit and expense recognized | -0.5 | 1 |
Liability Award expense unrecognized | $2 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 25, 2014 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Shares repurchased through open market purchases, aggregate cost | $255 |
Repurchase of common shares | 4.5 |