Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 29, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HLF | |
Entity Registrant Name | HERBALIFE LTD. | |
Entity Central Index Key | 1,180,262 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 92,534,552 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 813.2 | $ 645.4 |
Receivables, net of allowance for doubtful accounts of $1.2 (2015) and $1.9 (2014) | 89.9 | 83.6 |
Inventories | 315.6 | 377.7 |
Prepaid expenses and other current assets | 180 | 186.1 |
Deferred income tax assets | 93.4 | 100.6 |
Total current assets | 1,492.1 | 1,393.4 |
Property, at cost, net of accumulated depreciation and amortization of $434.3 (2015) and $393.2 (2014) | 335.8 | 366.7 |
Deferred compensation plan assets | 27.3 | 27.4 |
Other assets | 142.6 | 152.8 |
Deferred financing costs, net | 21.5 | 22 |
Marketing related intangibles and other intangible assets, net | 310.2 | 310.4 |
Goodwill | 92 | 102.2 |
Total assets | 2,421.5 | 2,374.9 |
CURRENT LIABILITIES: | ||
Accounts payable | 81.4 | 72.4 |
Royalty overrides | 237.5 | 251 |
Accrued compensation | 113.6 | 69.6 |
Accrued expenses | 229.1 | 252.1 |
Current portion of long-term debt | 254.7 | 100 |
Advance sales deposits | 86.2 | 70 |
Income taxes payable | 28 | 59.7 |
Total current liabilities | 1,030.5 | 874.8 |
NON-CURRENT LIABILITIES: | ||
Long-term debt, net of current portion | 1,398.7 | 1,711.7 |
Deferred compensation plan liability | 42.5 | 42.9 |
Deferred income tax liabilities | 7.4 | 15.3 |
Other non-current liabilities | 73.1 | 64.6 |
Total liabilities | $ 2,552.2 | $ 2,709.3 |
CONTINGENCIES | ||
SHAREHOLDERS’ DEFICIT: | ||
Common shares, $0.001 par value; 1.0 billion shares authorized; 92.6 million (2015) and 92.2 million (2014) shares outstanding | $ 0.1 | $ 0.1 |
Paid-in-capital in excess of par value | 436.3 | 409.1 |
Accumulated other comprehensive loss | (156.3) | (78.2) |
Accumulated deficit | (410.8) | (665.4) |
Total shareholders’ deficit | (130.7) | (334.4) |
Total liabilities and shareholders’ deficit | $ 2,421.5 | $ 2,374.9 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1.2 | $ 1.9 |
Property, accumulated depreciation and amortization | $ 434.3 | $ 393.2 |
Common shares, par value | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 1,000 | 1,000 |
Common shares, shares outstanding | 92.6 | 92.2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Product sales | $ 1,036.4 | $ 1,157 | $ 3,154.7 | $ 3,514.4 |
Shipping & handling revenues | 66.5 | 99.2 | 215.9 | 310.6 |
Net sales | 1,102.9 | 1,256.2 | 3,370.6 | 3,825 |
Cost of sales | 206.9 | 255 | 651.6 | 763.3 |
Gross profit | 896 | 1,001.2 | 2,719 | 3,061.7 |
Royalty overrides | 304.7 | 363.9 | 946.4 | 1,136.5 |
Selling, general & administrative expenses | 429.7 | 609.7 | 1,331.6 | 1,573.7 |
Operating income | 161.6 | 27.6 | 441 | 351.5 |
Interest expense, net | 24.1 | 19.9 | 69.3 | 56.2 |
Other expense, net | 9.8 | 2.3 | 13 | |
Income (loss) before income taxes | 137.5 | (2.1) | 369.4 | 282.3 |
Income taxes | 43.9 | (13.3) | 114.8 | 76.9 |
NET INCOME | $ 93.6 | $ 11.2 | $ 254.6 | $ 205.4 |
Earnings per share: | ||||
Basic | $ 1.13 | $ 0.14 | $ 3.09 | $ 2.34 |
Diluted | $ 1.09 | $ 0.13 | $ 2.99 | $ 2.22 |
Weighted average shares outstanding: | ||||
Basic | 82.6 | 81.9 | 82.5 | 87.8 |
Diluted | 85.7 | 86.2 | 85.1 | 92.6 |
Dividends declared per share | $ 0.30 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 93.6 | $ 11.2 | $ 254.6 | $ 205.4 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of income taxes of $(2.7) and $(0.8) for the three months ended September 30, 2015 and 2014, respectively, and $(7.0) and $0.7 for the nine months ended September 30, 2015 and 2014, respectively | (37) | (39.9) | (81.4) | (39.7) |
Unrealized (loss) gain on derivatives, net of income taxes of $(0.2) and $0.5 for the three months ended September 30, 2015 and 2014, respectively, and $0.1 and $0.2 for the nine months ended September 30, 2015 and 2014, respectively | (0.9) | 4 | 3.6 | 0.8 |
Unrealized gain (loss) on available-for-sale investments, net of income taxes of $— and $(0.1) for the three months ended September 30, 2015 and 2014, respectively, and $(0.2) and $(0.1) for the nine months ended September 30, 2015 and 2014, respectively | (0.2) | (0.3) | (0.1) | |
Total other comprehensive income (loss) | (37.9) | (36.1) | (78.1) | (39) |
Total comprehensive income (loss) | $ 55.7 | $ (24.9) | $ 176.5 | $ 166.4 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ (2.7) | $ (0.8) | $ (7) | $ 0.7 |
Unrealized (loss) gain on derivatives, tax | $ (0.2) | 0.5 | 0.1 | 0.2 |
Unrealized gain (loss) on available-for-sale investments, tax | $ (0.1) | $ (0.2) | $ (0.1) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 254,600,000 | $ 205,400,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 72,600,000 | 69,200,000 |
Excess tax benefits from share-based payment arrangements | (1,500,000) | (4,200,000) |
Share-based compensation expenses | 34,200,000 | 34,400,000 |
Non-cash interest expense | 39,800,000 | 31,200,000 |
Deferred income taxes | (1,500,000) | (59,000,000) |
Inventory write-downs | 22,300,000 | 17,700,000 |
Foreign exchange transaction (gain) loss | (11,900,000) | 4,000,000 |
Foreign exchange loss from Venezuela currency devaluation | 32,900,000 | 200,300,000 |
Impairments and write-downs relating to Venezuela currency devaluation | 4,300,000 | 27,500,000 |
Other | 8,900,000 | 3,100,000 |
Changes in operating assets and liabilities: | ||
Receivables | (25,100,000) | (5,400,000) |
Inventories | (3,200,000) | (58,700,000) |
Prepaid expenses and other current assets | 400,000 | (59,200,000) |
Other assets | (16,800,000) | (8,800,000) |
Accounts payable | 18,300,000 | 15,400,000 |
Royalty overrides | 5,600,000 | 4,400,000 |
Accrued expenses and accrued compensation | 61,700,000 | 11,800,000 |
Advance sales deposits | 23,300,000 | 27,500,000 |
Income taxes | (26,600,000) | (11,700,000) |
Deferred compensation plan liability | 900,000 | 4,600,000 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 493,200,000 | 449,500,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (57,500,000) | (140,000,000) |
Proceeds from sale of property, plant and equipment | 300,000 | |
Investments in Venezuelan bonds | (100,000) | (11,800,000) |
Other | 6,000,000 | |
NET CASH (USED IN) INVESTING ACTIVITIES | (51,300,000) | (151,800,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Dividends paid | 0 | (30,400,000) |
Dividends received | 0 | 3,400,000 |
Payments for Capped Call Transactions | (123,800,000) | |
Proceeds from senior convertible notes | 1,150,000,000 | |
Principal payments on senior secured credit facility and other debt | (202,600,000) | (56,300,000) |
Issuance costs relating to long-term debt and senior convertible notes | (6,200,000) | (28,900,000) |
Share repurchases | (10,700,000) | (1,278,400,000) |
Excess tax benefits from share-based payment arrangements | 1,500,000 | 4,200,000 |
Proceeds from exercise of stock options and sale of stock under employee stock purchase plan | 1,400,000 | 2,400,000 |
Other | (1,300,000) | |
NET CASH (USED IN) FINANCING ACTIVITIES | (217,900,000) | (357,800,000) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (56,200,000) | (234,700,000) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 167,800,000 | (294,800,000) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 645,400,000 | 973,000,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 813,200,000 | $ 678,200,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
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, targeted nutrition, energy, sports & fitness, and outer nutrition products. As of September 30, 2015, the Company sold its products to and through a network of 4.0 million independent members, or Members, which included 0.3 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 Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or 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, 2014 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of the SEC’s Regulation S-X. The Company’s unaudited condensed consolidated financial statements as of September 30, 2015, and for the three and nine months ended September 30, 2015 and 2014, 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 September 30, 2015, and for the three and nine months ended September 30, 2015 and 2014. 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, 2014, or the 2014 10-K. Operating results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-09 for all entities by one year to annual reporting periods beginning after December 15, 2017. This ASU In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) In January 2015, the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This ASU clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be presented as an asset and amortized ratably over the term of the line of credit arrangement. In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. In May, 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU applies to reporting entities that elect to measure the fair value of an investment using the net asset value, or NAV, per share (or its equivalent) practical expedient. The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this ASU are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities should apply the amendments in this update retrospectively to all periods presented. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory Venezuela Herbalife Venezuela, the Company’s Venezuelan subsidiary, currently imports its products into Venezuela. Foreign exchange controls in that country limit Herbalife Venezuela’s ability to repatriate earnings and settle its intercompany obligations at any official rate. As a result, the Company’s Bolivar-denominated cash and cash equivalents have continued to accumulate, increasing the potential impact of any currency devaluation. The current operating environment in Venezuela also continues to be challenging for the Company’s Venezuela business, with high inflation, price controls, and the risk that the government will further devalue the Bolivar or impose other import or currency exchange restrictions. At December 31, 2014, the Company used the SICAD II rate of 50 Bolivars per U.S. dollar to remeasure Herbalife Venezuela’s financial statements. In February 2015, the Venezuelan government announced the introduction of a modified three-tier exchange control system which consists of CENCOEX, SICAD, and a third new mechanism called the Marginal Currency System, or SIMADI, and the SICAD II exchange mechanism was terminated. On February 12, 2015, the SIMADI exchange mechanism opened at a rate of 170 Bolivars per U.S. dollar as published by the Venezuelan government. During the first quarter of 2015, the Company was awarded approximately $0.1 million U.S. dollars through the SIMADI exchange mechanism and the Company’s ability to successfully exchange Bolivars to U.S. dollars continues to remain limited. At March 31, 2015, the Company used the SIMADI exchange rate to remeasure its Venezuelan subsidiary’s financial statements. The Company recognized $32.6 million in foreign exchange losses in selling, general & administrative expenses and $1.4 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended March 31, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company recognized $0.3 million in foreign exchange losses in selling, general & administrative expenses and $0.3 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended June 30, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company recognized $0.2 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended September 30, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company continues to use the SIMADI exchange rate for remeasurement which was 198 Bolivars per U.S. dollar at September 30, 2015. During the three months ended September 30, 2015, the Company entered into a transaction to effectively convert 350.5 million of its Bolivars to $0.5 million U.S. dollars. Due to the financing nature of the transaction, the Company recognized a loss of $1.3 million in interest expense within its condensed statement of income. 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 SIMADI rate, could change in future periods which may have an impact on the rate the Company uses to remeasure Herbalife Venezuela’s Bolivar-denominated assets and liabilities. If the Company continues using the SIMADI rate for remeasurement purposes in future periods, any future U.S. dollars obtained through the SICAD or other more favorable mechanisms could have a positive impact on the Company’s consolidated net earnings. In addition, devaluations of the SIMADI rate, adoption of less favorable official rates by the Venezuelan government, or U.S. dollars obtained through less favorable alternative legal exchange mechanisms, could have a negative impact on the Company’s future consolidated net earnings. The Company is closely monitoring the CENCOEX, SICAD, and SIMADI exchange mechanisms as they continue to evolve. As a result of using the SICAD I rate for remeasurement at March 31, 2014, the Company recognized $86.1 million of foreign exchange losses in selling, general & administrative expenses within its condensed consolidated statement of income for the three months ended March 31, 2014. The Company recognized $0.2 million and $17.1 million in foreign exchange losses relating to unfavorable changes in the SICAD I rate during the three months ended June 30, 2014 and September 30, 2014, respectively. the Company recognized $7.6 million of inventory write downs in cost of sales and $7.0 million of long lived asset impairments in selling, general & administrative expenses within its condensed consolidated statement of income during the three months ended September 30, 2014. As of September 30, 2015, Herbalife Venezuela’s net monetary assets and liabilities denominated in Bolivars was approximately $10.1 million, and included approximately $9.5 million in Bolivar denominated cash and cash equivalents. As noted above, these Bolivar denominated assets and liabilities were remeasured at the SIMADI rate as of September 30, 2015. These remeasured amounts, including cash and cash equivalents, being reported on the Company’s condensed consolidated balance sheet using the published SIMADI rate may not accurately represent the amount of U.S. dollars that the Company will ultimately realize. While the Company continues to monitor the exchange mechanisms and restrictions imposed by the Venezuelan government, and assess and monitor the current economic and political environment in Venezuela, there is no assurance that the Company will be able to exchange Bolivars into U.S. dollars on a timely basis or at all, and if it does, what impact, if any, such exchanges will have on the Company’s financial statements. Herbalife Venezuela’s net sales represented less than 1% and approximately 3% of the Company’s consolidated net sales for the nine months ended September 30, 2015 and 2014, respectively, and its total assets represented approximately 1% and 2% of the Company’s consolidated total assets as of September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015, the majority of Herbalife Venezuela’s total assets consisted of Bolivar-denominated cash and cash equivalents. See the Company’s financial statements and related notes in the 2014 10-K for further information on Herbalife Venezuela and Venezuela’s highly inflationary economy. Investments in Bolivar-Denominated Bonds The Company did not invest in any additional Bolivar-denominated bonds during the three months ended September 30, 2015. During the nine months ended September 30, 2015, the Company invested in additional Bolivar-denominated bonds with a purchase price of 25.7 million Bolivars, or approximately $0.1 million. During the three and nine months ended September 30, 2014, the Company invested in additional Bolivar-denominated bonds with a purchase price of 48.0 million and 113.4 million Bolivars, respectively, or approximately $4.2 million and $11.8 million, respectively. 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 is 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. As of September 30, 2015, the amortized cost of the Company’s Venezuelan bonds was $1.2 million and the bonds had a market value of $1.1 million. As of September 30, 2015, the Company’s Venezuelan bonds had contractual maturities due after five years. Expected disposal dates of the bonds may be less than the contractual maturity dates. During the three and nine months ended September 30, 2015 and 2014, the Company did not sell any of its Venezuelan bonds. 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 related to available-for-sale securities for the three months ended September 30, 2014 was $9.8 million, which were primarily due to unfavorable foreign exchange rates related to investments in Bolivar-denominated bonds. There were no other-than-temporary impairments related to available-for-sale securities during the three months ended September 30, 2015. Other-than-temporary impairments related to available-for-sale securities for the nine months ended September 30, 2015 and 2014 were $2.3 million and $13.0 million, respectively, which were primarily due to unfavorable foreign exchange rates related to investments in Bolivar-denominated bonds. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
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: September 30, 2015 December 31, 2014 (In millions) Raw materials $ 43.6 $ 39.5 Work in process 6.0 4.3 Finished goods 266.0 333.9 Total $ 315.6 $ 377.7 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt Long-term debt consists of the following: September 30, 2015 December 31, 2014 (In millions) Borrowings under the senior secured credit facility $ 664.7 $ 850.0 Convertible senior notes, carrying value of liability component 988.7 961.7 Total 1,653.4 1,811.7 Less: current portion 254.7 100.0 Long-term portion $ 1,398.7 $ 1,711.7 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. 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 condensed 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. 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 condensed 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’ Deficit On May 4, 2015, the Company amended its Credit Facility to extend the maturity date of its revolving credit facility by one year to March 9, 2017. The Term Loan will mature on March 9, 2016. Pursuant to this amendment and upon execution, the Company made prepayments of approximately $20.3 million and $50.9 million on the Term Loan and revolving credit facility, respectively. Additionally, the Company’s $700 million borrowing capacity on its revolving credit facility was reduced by approximately $235.9 million upon execution of this amendment, and was further reduced by approximately $39.1 million on September 30, 2015, bringing the total available borrowing capacity on its revolving credit facility to $425.0 million as of September 30, 2015. Until March 9, 2016, the interest rates on the Company’s borrowings under the Credit Facility will effectively remain unchanged except that the minimum applicable margin will be increased by 0.50% and LIBOR will have a minimum floor of 0.25%. Based on the Company’s consolidated leverage ratio, U.S. dollar borrowings under the Credit Facility now bear interest at either LIBOR plus the applicable margin between 2.00% and 3.00% or the base rate plus the applicable margin between 1.00% and 2.00%. The base rate under the Credit Facility represents the highest of the Federal Funds Rate plus 0.50%, the 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 0.40% 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. All obligations under the Credit Facility are unconditionally guaranteed by certain of the Company’s subsidiaries and are secured by substantially all of the assets of the U.S. subsidiaries of the parent company, Herbalife Ltd. and by certain assets of certain foreign subsidiaries of Herbalife Ltd. After March 9, 2016, the applicable interest rates on the Company’s borrowings under the Credit Facility will increase by 2.00% such that borrowings under the Credit Facility will bear interest at either LIBOR plus the applicable margin between 4.00% and 5.00% or the base rate plus the applicable margin between 3.00% and 4.00%. The Company incurred approximately $6.2 million of debt issuance costs in connection with the amendment. The debt issuance costs are recorded as deferred financing costs on the Company’s condensed consolidated balance sheet and will be amortized over the life of the revolving credit facility. 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. The Credit Facility restricts the Company’s ability to pay dividends or repurchase its common shares to a maximum of $233.0 million until maturity and for every one dollar of share repurchase or dividend paid, the revolving credit facility’s borrowing capacity is permanently decreased by two dollars. The Credit Facility also provides for the grant of security interest on certain additional assets of the Company and its subsidiaries. The Company is also required to maintain a minimum balance of $200.0 million of consolidated cash and cash equivalents. As of September 30, 2015 and December 31, 2014, the Company was compliant with its debt covenants under the Credit Facility. On September 30, 2015 and December 31, 2014, the weighted average interest rate for borrowings under the Credit Facility, including borrowings under the Term Loan, was 2.76% and 3.04%, respectively. During the three months ended March 31, 2015, the Company repaid a total amount of $25.0 million under the Credit Facility. During the three months ended June 30, 2015, the Company repaid a total amount of $135.3 million under the Credit Facility. During the three months ended September 30, 2015, the Company repaid a total amount of $25.0 million under the Credit Facility. As of September 30, 2015 and December 31, 2014, the U.S. dollar amount outstanding under the Credit Facility was $664.7 million and $850.0 million, respectively. Of the $664.7 million U.S. dollar amount outstanding under the Credit Facility as of September 30, 2015, $254.7 million was outstanding on the Term Loan and $410.0 million was outstanding on the revolving credit facility. Of the $850.0 million U.S. dollar amount outstanding under the Credit Facility as of December 31, 2014, $350.0 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 September 30, 2015 and December 31, 2014 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 September 30, 2015, due to their variable interest rates which reprice frequently and which 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 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 are senior unsecured obligations which rank effectively subordinate to any of our existing and future secured indebtedness, including amounts outstanding under the Credit Facility, to the extent of the value of the assets securing such indebtedness. 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, or 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 the Company’s 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 issuance costs during the first quarter of 2014 relating to the issuance of the Convertible Notes. Of the $26.6 million issuance costs 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 condensed 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 condensed 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 September 30, 2015, the outstanding principal on the Convertible Notes was $1.15 billion, the unamortized debt discount was $161.3 million, and the carrying amount of the liability component was $988.7 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 September 30, 2015, the fair value of the liability component relating to the Convertible Notes was approximately $847.8 million. At September 30, 2015, the Company determined the fair value of the liability component of the Convertible Notes using two valuation methods. The Company reviewed market data that was available for publicly traded, senior, unsecured nonconvertible corporate bonds issued by companies with similar credit ratings. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market yields and credit standing to develop the straight debt yield estimate. The Company also used a lattice model, which included inputs such as stock price, the Convertible Note trading price, volatility and dividend yield as of September 30, 2015, to estimate the straight debt yield. The Company combined the results of the two valuation methods to determine the fair value of the liability component of the Convertible Notes. Most of these inputs are primarily considered Level 2 and Level 3 inputs. 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. 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’ Deficit During the three and nine months ended September 30, 2015, the Company recognized $16.0 million and $46.8 million, respectively, of interest expense relating to the Convertible Notes, which included $9.3 million and $27.0 million, respectively, relating to non-cash interest expense relating to the debt discount and $0.9 million and $2.8 million, respectively, relating to amortization of deferred financing costs. During the three and nine months ended September 30, 2014, the Company recognized $15.4 million and $39.4 million, respectively, of interest expense relating to the Convertible Notes, which included $8.7 million and $22.0 million, respectively, relating to non-cash interest expense relating to the debt discount and $0.9 million and $2.4 million, respectively, relating to amortization of deferred financing costs. The Company’s total interest expense, including the Credit Facility, was $25.5 million and $24.0 million for the three months ended September 30, 2015 and 2014, respectively, and $73.7 million and $66.0 million for the nine months ended September 30, 2015 and 2014, respectively, which was recognized within its condensed consolidated statement of income. Interest expense for the nine months ended September 30, 2015 included a $0.6 million write-off of unamortized deferred financing costs resulting from the amendment of the Credit Facility, as discussed above. As of September 30, 2015, the aggregate annual maturities of the Credit Facility were expected to be $25.0 million for the remainder of 2015, $229.7 million for 2016, and $410.0 million for 2017. The $1.15 billion Convertible Notes are due in 2019. Certain vendors and government agencies may require letters of credit or similar guaranteeing arrangements to be issued or executed. As of September 30, 2015, the Company had $33.8 million of issued but undrawn letters of credit or similar arrangements, which included the Mexico Value Added Tax, or VAT, related surety bonds described in Note 5, Contingencies |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
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 $15 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 significant 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 $67 million, translated at the September 30, 2015 spot rate, for various items, the majority of which was 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 Company received notification on February 6, 2015 that the Tax Court of Mexico nullified substantially all of the assessment. On March 18, 2015, the Mexican Tax Administration Service filed an appeal against the verdict with the Circuit Court. On August 27, 2015, the Circuit Court remanded the case back to the Tax Court of Mexico to reconsider a portion of the procedural decision that was adverse to the Mexican Tax Administration. The Company believes that it has meritorious defenses if the assessment is reissued. The Company has not recognized a loss as the Company does not believe a loss is probable. 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 $17.3 million, translated at the September 30, 2015 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. On September 22, 2014, the Mexican Tax Administration Service denied the Company’s administrative appeal. The Company commenced litigation in the Tax Court of Mexico in November 2014 to dispute the assertions made by the Mexican Tax Administration Service in the case. The Company issued a surety bond in the amount of $18.7 million, translated at the September 30, 2015 spot rate, through an insurance company to guarantee payment of the tax assessment as required while the Company pursues an appeal of the assessment. Litigation in this case is currently ongoing. 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 Mexican Customs Service has challenged the customs classification codes used by the Company for certain importations. A change in the customs classification codes would require the payment of additional VAT and other taxes for those importations. The Company believes that the customs classification codes used for the importation of these products were correct. The Company has received draft assessments of $6.9 million, translated at the September 30, 2015 spot rate, and is discussing the draft assessments with the Mexican Tax Administration. The Company expects to challenge assessments as they are received. Most of the products that were the subject of the dispute have since been reformulated to avoid potential additional assessments related to future importations of product. The Company has not recognized a loss as the Company does not believe a loss is probable. The Mexican Tax Administration Service has delayed processing VAT refunds for companies operating in Mexico and the Company believes that the process for its Mexico subsidiary to receive VAT refunds may be delayed. In March 2015, the Company commenced litigation in the Tax Court of Mexico to reclaim the VAT refund pertaining specifically to the July 2013 period. As of September 30, 2015, the Company had $56.4 million of Mexico VAT related assets within other assets on its consolidated balance sheet. This amount relates to VAT payments made over various periods. The Company has not recognized any losses related to these VAT related assets as the Company does not believe a loss is probable. On March 26, 2015, the Office of the President of Mexico issued a decree relating to the application of VAT to Nutritional Supplements. The Company continues to believe its application of the VAT law in Mexico is correct. At September 30, 2015, the Company has not recognized any losses as the Company, based on its current analysis and guidance from its advisors, does not believe a loss is probable. The Company continues to evaluate and monitor its situation as it develops, including whether it will make any changes to its operations in Mexico. 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 an 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. In addition, the Mexican Tax Administration Service requested information related to the Company’s 2012 year. This information has been provided. The Mexican Tax Administration Service may request additional information or audit additional periods. The Company received a tax assessment in September 2009 from the Federal Revenue Office of Brazil in an amount equivalent to approximately $2.1 million, translated at the September 30, 2015 spot rate, related to withholding/contributions based on payments to the Company’s Members during 2004. On December 28, 2010, the Company appealed this tax assessment to the Administrative Council of Tax Appeals (2nd level administrative appeal). The Company 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. This audit is ongoing. 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’s Brazilian subsidiary pays ICMS-ST taxes on its product purchases, similar to VAT. The Company believes it will be able to utilize or recover these ICMS-ST credits in the future. The Company had $13.3 million, translated at the September 30, 2015 spot rate, of Brazil ICMS-ST related assets within other assets on its consolidated balance sheet. At September 30, 2015, the Company has not recognized any losses related to these ICMS-ST related assets as the Company does not believe a loss is probable. The Company is challenging assessments received from several Brazilian states related to the calculation of ICMS-ST taxes. In October 2015, the Company filed appeals with state judicial courts against two of the assessments. The Company has issued surety bonds in the aggregate amount of $7.5 million, translated at the September 30, 2015 spot rate, through an insurance company to guarantee payment of the tax assessments as required while the Company pursues the appeals. Litigation in these cases is currently ongoing. 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 periods 2010 and later. If an assessment is issued, the Company would likely 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. Bostick, et al., v. Herbalife Int’l of Am., Inc., et al. On April 8, 2013, Herbalife Ltd. and certain of its subsidiaries were named as defendants in a suit filed in the U.S. District Court for the Central District of California, challenging Herbalife’s marketing practices and business structure under California laws prohibiting “endless chain schemes,” unfair and deceptive business practices, and false advertising, as well as federal RICO statutes. On July 7, 2014, the complaint was amended to add additional plaintiffs. The plaintiffs sought damages in an unspecified amount. The federal RICO claim was dismissed. While the Company continues to believe the suit was without merit, and without in any way admitting liability or wrongdoing, the Company and the plaintiffs reached a settlement. Under the terms of the settlement, the Company would (i) pay $15 million into a fund to be distributed to qualified claimants and (ii) accept up to a maximum amount of $2.5 million in product returns from qualified claimants. The court granted preliminary approval of the settlement on December 2, 2014 and conditionally certified a class. The court granted final approval of the settlement on May 14, 2015 and the final judgment was entered June 19, 2015. These amounts were adequately reserved for in the Company’s financial statements. The settlement class consists of approximately 1.5 million persons who were Members in the United States during the period from April 1, 2009 through and including December 2, 2014. The settlement amounts were more than sufficient to cover the claims. The objectors’ motion for reconsideration of the final judgment approving the settlement was denied by the court on August 18, 2015. No appeal was filed and the judgment is final. In re Herbalife, Ltd. Securities Litigation (formerly captioned ). On April 14, 2014, Herbalife Ltd. and certain of its officers were named as defendants in a purported stockholder class action, filed in the U.S. District Court for the Central District of California and asserting claims under the Securities Exchange Act of 1934. The complaint alleged that the Company and certain officers made material misstatements concerning the Company’s finances and business practices, and contended that the Company is operating a pyramid scheme. The initial complaint sought to represent a class of investors that had purchased shares of the Company’s common stock between May 4, 2010 and April 11, 2014. On July 30, 2014, the Court approved the appointment of different shareholders as lead plaintiffs and approved their selection of counsel. On September 18, 2014, these lead plaintiffs filed an Amended Class Action Complaint for Violation of the Federal Securities Laws against the Company, and certain of its officers. The Amended Complaint brings claims for unspecified damages under the Securities Exchange Act of 1934, as amended, alleges that the defendants made material misstatements that “fundamentally misrepresented the nature, scope and legality of the Company’s business and operations to consumers and investors alike,” and further alleges that the Company is one of “the most sophisticated pyramid schemes in history.” The lead plaintiffs seek to represent a class of all persons or entities that purchased shares of the Company’s common stock between February 23, 2011 and July 29, 2014. On March 16, 2015, the Court granted Defendants’ motion to dismiss all claims in the Amended Complaint with leave to file an amended complaint and dismissed one of the shareholders as lead plaintiff. On May 8, 2015, the lead plaintiff filed a Second Amended Complaint for Violation of the Federal Securities Laws against the Company and one of its officers. On July 28, 2015, the Court granted Defendants’ motion to dismiss the Second Amended Complaint with leave to file an amended complaint by August 27, 2015. On August 27, 2015, the lead plaintiff filed a Third Amended Complaint for Violation of the Federal Securities Laws against the Company and one of its officers. The lead plaintiff seeks to represent a class of all persons or entities that purchased shares of the Company’s common stock between February 23, 2011 and December 19, 2012. The defendants filed a Motion to Dismiss the third amended complaint on September 28, 2015. A hearing is scheduled for November 9, 2015. The Company continues to vigorously defend this purported class action suit. The Company has not recognized a loss as it does not believe a loss is probable. Further, the Company is currently unable to reasonably estimate a possible loss or range of loss. U.S. Federal Trade Commission Civil Investigative Demand. As previously disclosed, the Company received from the U.S. Federal Trade Commission, or the FTC, a Civil Investigative Demand, or a CID, relating to the FTC’s confidential investigation of whether the Company has complied with federal law in the advertising, marketing, or sale of business opportunities. Pursuant to the CID, as supplemented, the FTC has requested from the Company documents and other information for the time period commencing January 1, 2009 to the present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. Since late 2012, a short seller has made and continues to make allegations regarding the Company and its network marketing program. The Company believes these allegations are without merit and is vigorously defending itself against such claims, including proactively reaching out to governmental authorities about what the Company believes is manipulative activity with respect to its securities. Because of these allegations, the Company and others have received and may receive additional regulatory and governmental inquiries. For example, the Company has previously disclosed inquiries from the FTC, Securities and Exchange Commission and other governmental authorities. The Department of Justice recently sought information from the Company, certain of its Members and others regarding allegations being made about the business practices of the Company and its Members. In the future, these and other governmental authorities may determine to seek information from the Company and other persons relating to these same or other allegations. If the Company believes any governmental or regulatory inquiry or investigation is or becomes material it will be disclosed individually. Consistent with its policies, the Company has cooperated and will continue to fully cooperate with any governmental or regulatory inquiries or investigations. 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 | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 6. Segment Information The Company is a nutrition company that sells a wide range of weight management, targeted nutrition, energy, sports & fitness, and outer nutrition 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, Lake Forest, California facility, and in its Winston-Salem, North Carolina 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 September 30, 2015, the Company sold products in 93 countries throughout the world and was organized and managed by six geographic regions: North America, Mexico, South & Central America, EMEA (Europe, Middle East, and Africa), Asia Pacific and China The Company defines its operating segments as those geographical operations. Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Net Sales: Primary Reporting Segment $ 878.0 $ 1,074.9 $ 2,744.8 $ 3,337.8 China 224.9 181.3 625.8 487.2 Total Net Sales $ 1,102.9 $ 1,256.2 $ 3,370.6 $ 3,825.0 Contribution Margin(1)(2): Primary Reporting Segment $ 390.5 $ 476.0 $ 1,209.3 $ 1,487.2 China 200.8 161.3 563.3 438.0 Total Contribution Margin $ 591.3 $ 637.3 $ 1,772.6 $ 1,925.2 Selling, general and administrative expenses(2) 429.7 609.7 1,331.6 1,573.7 Interest expense, net 24.1 19.9 69.3 56.2 Other expense, net — 9.8 2.3 13.0 Income before income taxes 137.5 (2.1 ) 369.4 282.3 Income taxes 43.9 (13.3 ) 114.8 76.9 Net Income $ 93.6 $ 11.2 $ 254.6 $ 205.4 (1) Contribution margin consists of net sales less cost of sales and royalty overrides. (2) Service fees to China independent service providers totaling $105.9 million and $86.6 million for the three months ended September 30, 2015 and 2014, respectively, and totaling $299.0 million and $229.1 million for the nine months ended September 30, 2015 and 2014, respectively, are included in selling, general and administrative expenses while Member compensation for all other countries is included in contribution margin. The following table sets forth net sales by geographic area: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Net Sales: United States $ 214.7 $ 218.4 $ 661.5 $ 705.7 Mexico 113.4 143.9 366.2 435.2 South Korea 65.2 121.3 214.3 338.2 China 224.9 181.3 625.8 487.2 Others 484.7 591.3 1,502.8 1,858.7 Total Net Sales $ 1,102.9 $ 1,256.2 $ 3,370.6 $ 3,825.0 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
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 For the three months ended September 30, 2015 and 2014, share-based compensation expense amounted to $10.3 million and $11.0 million, respectively. For the nine months ended September 30, 2015 and 2014, share-based compensation expense amounted to $34.2 million and $34.4 million, respectively. As of September 30, 2015, the total unrecognized compensation cost related to all non-vested stock awards was $62.4 million and the related weighted-average period over which it is expected to be recognized is approximately 1.5 years. The following tables summarize the activity under all share-based compensation plans for the nine months ended September 30, 2015: Stock Options & SARs Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value(1) (In thousands) (In millions) Outstanding at December 31, 2014(2) 11,169 $ 37.46 5.4 years $ 110.6 Granted(3) 3,504 $ 32.13 Exercised (2,025 ) $ 22.97 Forfeited (205 ) $ 49.84 Outstanding at September 30, 2015(2) (4) 12,443 $ 38.11 6.7 years $ 238.0 Exercisable at September 30, 2015(5) 7,142 $ 33.93 4.9 years $ 159.9 (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 2.5 million and 1.0 million performance condition SARs as of September 30, 2015 and December 31, 2014, respectively. (3) Includes 0.1 million market condition and 1.5 million performance condition SARs. (4) Includes 0.1 million market condition SARs. (5) Includes 0.3 million performance condition SARs. The weighted-average grant date fair value of SARs granted during the three months ended September 30, 2015 and 2014 was $24.11 and $20.88, respectively. The weighted-average grant date fair value of SARs granted during the nine months ended September 30, 2015 and 2014 was $12.88 and $25.71, respectively. The total intrinsic value of stock options and SARs exercised during the three months ended September 30, 2015 and 2014 was $4.2 million and $2.4 million, respectively. The total intrinsic value of stock options and SARs exercised during the nine months ended September 30, 2015 and 2014 was $23.8 million and $37.4 million, respectively. Incentive Plan and Independent Directors Stock Units Shares Weighted Average Grant Date Fair Value (In thousands) Outstanding and nonvested December 31, 2014 33 $ 63.67 Granted 30 $ 47.80 Vested (26 ) $ 62.29 Forfeited (2 ) $ 59.98 Outstanding and nonvested September 30, 2015 35 $ 51.21 The total vesting date fair value of stock units which vested during the three months ended September 30, 2015 and 2014 was $0.3 million and $0.2 million, respectively. The total vesting date fair value of stock units which vested during the nine months ended September 30, 2015 and 2014 was $1.3 million and $8.7 million, respectively. The Company recognizes excess tax benefits associated with share-based compensation to shareholders’ deficit 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 September 30, 2015 and December 31, 2014, the Company had $24.1 million and $23.6 million, respectively, of unrealized excess tax benefits. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income taxes were $43.9 million and $114.8 million for the three and nine months ended September 30, 2015, respectively, as compared to a benefit of $13.3 million and an expense of $76.9 million for the same periods in 2014, respectively. The effective income tax rate was 31.9% and 31.1% for the three and nine months ended September 30, 2015, respectively, as compared to 647.9% and 27.2% for the same periods in 2014, respectively. The decrease in the effective tax rate for the three months ended September 30, 2015, as compared to the same period in 2014, was due to the change in the geographic mix of the Company’s income, primarily related to the decrease in Herbalife Venezuela’s foreign exchange losses During the three months ended September 30, 2015, the Company utilized $240.8 million of its deferred tax asset balance relating to intercompany deferred interest expense as of December 31, 2014 and reduced its valuation allowance for the same amount, as a result of a taxable distribution of an intercompany asset between Herbalife subsidiaries that occurred during the current period. There was no net impact to the Company’s condensed consolidated balance sheet, condensed consolidated statement of income, or condensed consolidated statement of cash flows. As of September 30, 2015, the total amount of unrecognized tax benefits, including related interest and penalties was $57.7 million. If the total amount of unrecognized tax benefits was recognized, $45.5 million of unrecognized tax benefits, $7.0 million of interest and $1.4 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 $12.7 million within the next twelve months. Of this possible decrease, $5.7 million would be due to the settlement of audits or resolution of administrative or judicial proceedings. The remaining possible decrease of $7.0 million would be due to the expiration of statute of limitations in various jurisdictions. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 9. Derivative Instruments and Hedging Activities Foreign Currency Instruments The Company also designates certain foreign currency derivatives, primarily comprised of foreign currency forward 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 freestanding foreign currency derivatives to hedge foreign-currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The fair value of the freestanding foreign currency derivatives is based on third-party quotes. The Company’s foreign currency derivative contracts are generally executed on a monthly basis. The Company designates as cash-flow hedges those foreign currency forward contracts it enters into to hedge forecasted inventory purchases and intercompany management fees that are subject to foreign currency exposures. Forward contracts are used to hedge forecasted inventory purchases over specific months. Changes in the fair value of these forward contracts, excluding forward points, designated as cash-flow hedges are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ deficit, 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’ deficit, 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 September 30, 2015 and December 31, 2014, the aggregate notional amounts of all foreign currency contracts outstanding designated as cash flow hedges were approximately $104.3 million and $225.3 million, respectively. At September 30, 2015, 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 September 30, 2015, the Company recorded assets at fair value of $5.7 million and liabilities at fair value of $1.1 million relating to all outstanding foreign currency contracts designated as cash-flow hedges. As of December 31, 2014, the Company recorded assets at fair value of $12.3 million and liabilities at fair value of $1.6 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 and nine months ended September 30, 2015 and 2014, the ineffective portion relating to these hedges was immaterial and the hedges remained effective as of September 30, 2015 and December 31, 2014. As of September 30, 2015 and December 31, 2014, the majority of the Company’s outstanding foreign currency forward contracts had maturity dates of less than twelve months with the majority of freestanding derivatives expiring within one and two months as of September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015, the Company had aggregate notional amounts of approximately $552.0 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 and nine months ended September 30, 2015 and 2014: Amount of Gain (Loss) Recognized in Other Comprehensive Loss For the Three Months Ended For the Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 4.2 $ 6.2 $ 13.8 $ 4.2 The following table summarizes gains (losses) relating to derivative instruments recorded to income during the three and nine months ended September 30, 2015 and 2014: Location of Gain Amount of Gain (Loss) Recognized in Income (Loss) For the Three Months Ended For the Nine Months Ended Recognized in Income September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory hedges and intercompany management fee hedges(1) Selling, administrative expenses $ (0.1 ) $ (1.0 ) $ (0.4 ) $ (3.6 ) Derivatives not designated as hedging instruments: Foreign exchange currency contracts Selling, general and administrative expenses $ 5.6 $ (16.2 ) $ (0.3 ) $ (23.8 ) (1) For foreign exchange contracts designated as hedging instruments, the amounts recognized in income (loss) primarily represent the amounts excluded from the assessment of hedge effectiveness. There were no material ineffective amounts reported 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 and nine months ended September 30, 2015 and 2014: Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Loss into Income For the Three Months Ended For the Nine Months Ended (Effective Portion) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory hedges Cost of sales $ 5.2 $ 1.7 $ 10.0 $ 3.2 Foreign exchange currency contracts relating to intercompany management fee hedges Selling, general and administrative expenses $ 0.1 $ — $ 0.1 $ — 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, |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Deficit | 10. Shareholders’ Deficit 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 up to a specified cap as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. See Note 4, Long-Term Debt On April 28, 2014, the Company announced that its board of directors approved terminating the Company’s quarterly cash dividend and instead utilizing the cash to repurchase additional common shares as discussed below. There were no dividends declared and paid during the three and nine months ended September 30, 2015. There were no dividends declared and paid during the three months ended September 30, 2014. The aggregate amount of dividends declared and paid during the nine months ended September 30, 2014 was $30.4 million. During the nine months ended September 30, 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. The Company did not receive any dividends during the three months ended September 30, 2014 or during the three and nine months ended September 30, 2015. 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 up to a specified cap as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. See Note 4, Long-Term Debt 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 the 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 Transactions early. The Forward Transactions were 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 the Forward Transactions, the Company’s total shareholders’ deficit within its condensed 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 and additional paid-in-capital, respectively, within total shareholders’ deficit. Also, upon executing the Forward Transactions, the Company recorded $35.8 million in non-cash issuance costs to other assets and a corresponding amount to additional paid-in-capital within its condensed consolidated balance sheet, reflecting the fair value of the Forward Transactions. These non-cash issuance costs will be amortized to interest expense over the contractual term of the Forward Transactions. For the three and nine months ended September 30, 2015, the Company recognized $1.6 million and $4.8 million, respectively, of non-cash interest expense within its condensed consolidated statement of income relating to amortization of these non-cash issuance costs, as compared to $1.6 million and $4.2 million for the same periods in 2014. On May 6, 2014, the Company entered into an agreement with Merrill Lynch International to repurchase $266.0 million of its common shares, or the Repurchase Agreement, which expired on June 30, 2014. Under the terms of the Repurchase Agreement, the Company paid $266.0 million on May 7, 2014, and received an aggregate 4.3 million of its common shares under the Repurchase Agreement during May and June 2014. The total number of common shares repurchased under the Repurchase Agreement was determined generally upon a discounted volume-weighted average share price of the Company’s common shares over the course of the Repurchase Agreement. During the three months ended March 31, 2014, the Company effectively repurchased approximately 9.9 million of its common shares through the Forward Transactions at an aggregate cost of approximately $685.8 million or an average cost of $69.02 per share and they are treated as retired shares for basic and diluted EPS purposes although they remain legally outstanding. During the three months ended June 30, 2014, the Company repurchased approximately 9.8 million of its common shares through open market purchases and under the Repurchase Agreement, at an aggregate cost of approximately $581.3 million or an average cost of $59.41 per share. The Company did not repurchase any common shares in the open market during the three months ended September 30, 2014. During the three and nine months ended September 30, 2015, the Company did not repurchase any of its common shares through open market purchases. As of September 30, 2015, the remaining authorized capacity under the Company’s share repurchase program was $232.9 million inclusive of reductions for the Forward Transactions. The Company reflects the aggregate purchase price of its common shares repurchased as a reduction to shareholders’ deficit. The Company allocated the purchase price of the repurchased shares to accumulated deficit, 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 condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. Capped Call Transactions In February 2014, 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 the adjusted cap price. As a result of the Capped Call Transactions, the Company’s additional paid-in capital within shareholders’ deficit on its condensed 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 September 30, 2015 and 2014: Changes in Accumulated Other Comprehensive Income (Loss) by Component Three Months Ended September 30, 2015 2014 Foreign Currency Translation Adjustments Unrealized Gain on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Unrealized (Loss) on Available-For- Sale Investments Total (In millions) Beginning Balance $ (140.8 ) $ 22.5 $ (0.1 ) $ (118.4 ) $ (25.4 ) $ 2.5 $ 0.2 $ (22.7 ) Other comprehensive income (loss) before reclassifications, net of tax (37.0 ) 4.5 — (32.5 ) (39.9 ) 5.7 (4.6 ) (38.8 ) Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) — (5.4 ) — (5.4 ) — (1.7 ) 4.4 2.7 Total other comprehensive income (loss), net of reclassifications (37.0 ) (0.9 ) — (37.9 ) (39.9 ) 4.0 (0.2 ) (36.1 ) Ending balance $ (177.8 ) $ 21.6 $ (0.1 ) $ (156.3 ) $ (65.3 ) $ 6.5 $ — $ (58.8 ) (1) See Note 2, Significant Accounting Policies Derivative Instruments and Hedging Activities Other comprehensive income (loss) before reclassifications was net of tax benefits of $2.7 million and $0.3 million for foreign currency translation adjustment and unrealized gain (loss) on derivatives, respectively, for the three months ended September 30, 2015. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax expense of $0.1 million for unrealized gain (loss) on derivatives for the three months ended September 30, 2015. Other comprehensive income (loss) before reclassifications was net of tax benefits of $0.8 million, tax expense of $0.5 million, and tax benefits of $2.5 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 September 30, 2014. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax expense of $2.4 million for unrealized gain (loss) on available-for-sale investments for the three months ended September 30, 2014. The following table summarizes changes in accumulated other comprehensive income (loss) during the nine months ended September 30, 2015 and 2014: Changes in Accumulated Other Comprehensive Income (Loss) by Component Nine Months Ended September 30, 2015 2014 Foreign Currency Translation Adjustments Unrealized Gain on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total (In millions) Beginning Balance $ (96.4 ) $ 18.0 $ 0.2 $ (78.2 ) $ (25.6 ) $ 5.7 $ 0.1 $ (19.8 ) Other comprehensive income (loss) before reclassifications, net of tax (81.4 ) 13.6 (1.8 ) (69.6 ) (39.7 ) 4.0 (6.5 ) (42.2 ) Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) — (10.0 ) 1.5 (8.5 ) — (3.2 ) 6.4 3.2 Total other comprehensive income (loss), net of reclassifications (81.4 ) 3.6 (0.3 ) (78.1 ) (39.7 ) 0.8 (0.1 ) (39.0 ) Ending balance $ (177.8 ) $ 21.6 $ (0.1 ) $ (156.3 ) $ (65.3 ) $ 6.5 $ — $ (58.8 ) (1) See Note 2, Significant Accounting Policies Derivative Instruments and Hedging Activities Other comprehensive income (loss) before reclassifications was net of tax benefits of $7.0 million, tax expense of $0.2 million, and tax benefits of $1.0 million for foreign currency translation adjustments, unrealized gain (loss) on derivatives, and unrealized gain (loss) on available-for-sale investments, respectively, for the nine months ended September 30, 2015. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax benefits of $0.1 million and tax expense of $0.8 million for unrealized gain (loss) on derivatives and unrealized gain (loss) on available-for-sale investments, respectively, for the nine months ended September 30, 2015. Other comprehensive income (loss) before reclassifications was net of tax expense of $0.7 million, tax expense of $0.2 million, and tax benefits of $3.5 million for foreign currency translation adjustments, unrealized gain (loss) on derivatives, and unrealized gain (loss) on available-for-sale investments, respectively, for the nine months ended September 30, 2014. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax expense of $3.4 million for unrealized gain (loss) on available-for-sale investments for the nine months ended September 30, 2014. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share represents net income divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share represents net income divided by the weighted average number of common shares outstanding, inclusive of the effect of dilutive securities such as outstanding 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 September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Weighted average shares used in basic computations 82.6 81.9 82.5 87.8 Dilutive effect of exercise of equity grants outstanding 3.1 4.3 2.6 4.8 Weighted average shares used in diluted computations 85.7 86.2 85.1 92.6 There were an aggregate of 4.2 million and 5.5 million of equity grants, consisting of stock options, SARs, and stock units that were outstanding during the three and nine months ended September 30, 2015, respectively, and an aggregate of 3.6 million and 3.5 million of equity grants that were outstanding during the three and nine months ended September 30, 2014, respectively, 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 had 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 initial conversion price of $86.28 per share. For the three and nine months ended September 30, 2015 and 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 shares for the three and nine months ended September 30, 2015 and 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 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 | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements The Company applies the provisions of the FASB Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures 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 September 30, 2015 and December 31, 2014: Fair Value Measurements at Reporting Date Derivative Balance Sheet Location Significant Other Observable Inputs (Level 2) Fair Value at September 30, 2015 Significant Other Observable Inputs (Level 2) Fair Value at December 31, 2014 (in millions) ASSETS: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges Prepaid expenses and other current assets $ 5.7 $ 12.3 Derivatives not designated as hedging instruments: Foreign exchange currency contracts Prepaid expenses and other current assets $ 9.4 $ 2.2 $ 15.1 $ 14.5 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges Accrued expenses $ 1.1 $ 1.6 Derivatives not designated as hedging instruments: Foreign exchange currency contracts Accrued expenses $ 5.9 $ 3.8 $ 7.0 $ 5.4 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 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 September 30, 2015 and December 31, 2014: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts Offset in the Balance Sheet Net Amounts of Assets Presented in the Balance Sheet (In millions) September 30, 2015 Foreign exchange currency contracts $ 15.1 $ (6.9 ) $ 8.2 Total $ 15.1 $ (6.9 ) $ 8.2 December 31, 2014 Foreign exchange currency contracts $ 14.5 $ (5.4 ) $ 9.1 Total $ 14.5 $ (5.4 ) $ 9.1 Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Liabilities Presented in the Balance Sheet (In millions) September 30, 2015 Foreign exchange currency contracts $ 7.0 $ (6.9 ) $ 0.1 Total $ 7.0 $ (6.9 ) $ 0.1 December 31, 2014 Foreign exchange currency contracts $ 5.4 $ (5.4 ) $ — Total $ 5.4 $ (5.4 ) $ — The Company offsets all of its derivative assets and derivative liabilities in its condensed consolidated balance sheet to the extent it maintains master netting arrangements with related financial institutions. As of September 30, 2015, and December 31, 2014, 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 Exp
Professional Fees and Other Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Other Income And Expenses [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 recent events. For the three months ended September 30, 2015 and 2014, the Company recorded approximately $3.6 million and $6.0 million, respectively, and for the nine months ended September 30, 2015 and 2014, the Company recorded approximately $15.0 million and $18.3 million, respectively, of professional fees and other expenses related to this matter. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commission’s, or 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, 2014 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of the SEC’s Regulation S-X. The Company’s unaudited condensed consolidated financial statements as of September 30, 2015, and for the three and nine months ended September 30, 2015 and 2014, 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 September 30, 2015, and for the three and nine months ended September 30, 2015 and 2014. 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, 2014, or the 2014 10-K. Operating results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-09 for all entities by one year to annual reporting periods beginning after December 15, 2017. This ASU In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) In January 2015, the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This ASU clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be presented as an asset and amortized ratably over the term of the line of credit arrangement. In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. In May, 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU applies to reporting entities that elect to measure the fair value of an investment using the net asset value, or NAV, per share (or its equivalent) practical expedient. The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this ASU are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities should apply the amendments in this update retrospectively to all periods presented. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory |
Venezuela | Venezuela Herbalife Venezuela, the Company’s Venezuelan subsidiary, currently imports its products into Venezuela. Foreign exchange controls in that country limit Herbalife Venezuela’s ability to repatriate earnings and settle its intercompany obligations at any official rate. As a result, the Company’s Bolivar-denominated cash and cash equivalents have continued to accumulate, increasing the potential impact of any currency devaluation. The current operating environment in Venezuela also continues to be challenging for the Company’s Venezuela business, with high inflation, price controls, and the risk that the government will further devalue the Bolivar or impose other import or currency exchange restrictions. At December 31, 2014, the Company used the SICAD II rate of 50 Bolivars per U.S. dollar to remeasure Herbalife Venezuela’s financial statements. In February 2015, the Venezuelan government announced the introduction of a modified three-tier exchange control system which consists of CENCOEX, SICAD, and a third new mechanism called the Marginal Currency System, or SIMADI, and the SICAD II exchange mechanism was terminated. On February 12, 2015, the SIMADI exchange mechanism opened at a rate of 170 Bolivars per U.S. dollar as published by the Venezuelan government. During the first quarter of 2015, the Company was awarded approximately $0.1 million U.S. dollars through the SIMADI exchange mechanism and the Company’s ability to successfully exchange Bolivars to U.S. dollars continues to remain limited. At March 31, 2015, the Company used the SIMADI exchange rate to remeasure its Venezuelan subsidiary’s financial statements. The Company recognized $32.6 million in foreign exchange losses in selling, general & administrative expenses and $1.4 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended March 31, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company recognized $0.3 million in foreign exchange losses in selling, general & administrative expenses and $0.3 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended June 30, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company recognized $0.2 million of inventory write downs in cost of sales within its condensed consolidated statement of income for the three months ended September 30, 2015 related to the remeasurement of its Venezuelan subsidiary’s financial statements. The Company continues to use the SIMADI exchange rate for remeasurement which was 198 Bolivars per U.S. dollar at September 30, 2015. During the three months ended September 30, 2015, the Company entered into a transaction to effectively convert 350.5 million of its Bolivars to $0.5 million U.S. dollars. Due to the financing nature of the transaction, the Company recognized a loss of $1.3 million in interest expense within its condensed statement of income. 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 SIMADI rate, could change in future periods which may have an impact on the rate the Company uses to remeasure Herbalife Venezuela’s Bolivar-denominated assets and liabilities. If the Company continues using the SIMADI rate for remeasurement purposes in future periods, any future U.S. dollars obtained through the SICAD or other more favorable mechanisms could have a positive impact on the Company’s consolidated net earnings. In addition, devaluations of the SIMADI rate, adoption of less favorable official rates by the Venezuelan government, or U.S. dollars obtained through less favorable alternative legal exchange mechanisms, could have a negative impact on the Company’s future consolidated net earnings. The Company is closely monitoring the CENCOEX, SICAD, and SIMADI exchange mechanisms as they continue to evolve. As a result of using the SICAD I rate for remeasurement at March 31, 2014, the Company recognized $86.1 million of foreign exchange losses in selling, general & administrative expenses within its condensed consolidated statement of income for the three months ended March 31, 2014. The Company recognized $0.2 million and $17.1 million in foreign exchange losses relating to unfavorable changes in the SICAD I rate during the three months ended June 30, 2014 and September 30, 2014, respectively. the Company recognized $7.6 million of inventory write downs in cost of sales and $7.0 million of long lived asset impairments in selling, general & administrative expenses within its condensed consolidated statement of income during the three months ended September 30, 2014. As of September 30, 2015, Herbalife Venezuela’s net monetary assets and liabilities denominated in Bolivars was approximately $10.1 million, and included approximately $9.5 million in Bolivar denominated cash and cash equivalents. As noted above, these Bolivar denominated assets and liabilities were remeasured at the SIMADI rate as of September 30, 2015. These remeasured amounts, including cash and cash equivalents, being reported on the Company’s condensed consolidated balance sheet using the published SIMADI rate may not accurately represent the amount of U.S. dollars that the Company will ultimately realize. While the Company continues to monitor the exchange mechanisms and restrictions imposed by the Venezuelan government, and assess and monitor the current economic and political environment in Venezuela, there is no assurance that the Company will be able to exchange Bolivars into U.S. dollars on a timely basis or at all, and if it does, what impact, if any, such exchanges will have on the Company’s financial statements. Herbalife Venezuela’s net sales represented less than 1% and approximately 3% of the Company’s consolidated net sales for the nine months ended September 30, 2015 and 2014, respectively, and its total assets represented approximately 1% and 2% of the Company’s consolidated total assets as of September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015, the majority of Herbalife Venezuela’s total assets consisted of Bolivar-denominated cash and cash equivalents. See the Company’s financial statements and related notes in the 2014 10-K for further information on Herbalife Venezuela and Venezuela’s highly inflationary economy. |
Investments in Bolivar-Denominated Bonds | Investments in Bolivar-Denominated Bonds The Company did not invest in any additional Bolivar-denominated bonds during the three months ended September 30, 2015. During the nine months ended September 30, 2015, the Company invested in additional Bolivar-denominated bonds with a purchase price of 25.7 million Bolivars, or approximately $0.1 million. During the three and nine months ended September 30, 2014, the Company invested in additional Bolivar-denominated bonds with a purchase price of 48.0 million and 113.4 million Bolivars, respectively, or approximately $4.2 million and $11.8 million, respectively. 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 is 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. As of September 30, 2015, the amortized cost of the Company’s Venezuelan bonds was $1.2 million and the bonds had a market value of $1.1 million. As of September 30, 2015, the Company’s Venezuelan bonds had contractual maturities due after five years. Expected disposal dates of the bonds may be less than the contractual maturity dates. During the three and nine months ended September 30, 2015 and 2014, the Company did not sell any of its Venezuelan bonds. 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 related to available-for-sale securities for the three months ended September 30, 2014 was $9.8 million, which were primarily due to unfavorable foreign exchange rates related to investments in Bolivar-denominated bonds. There were no other-than-temporary impairments related to available-for-sale securities during the three months ended September 30, 2015. Other-than-temporary impairments related to available-for-sale securities for the nine months ended September 30, 2015 and 2014 were $2.3 million and $13.0 million, respectively, which were primarily due to unfavorable foreign exchange rates related to investments in Bolivar-denominated bonds. |
Segment Reporting | The Company is a nutrition company that sells a wide range of weight management, targeted nutrition, energy, sports & fitness, and outer nutrition 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, Lake Forest, California facility, and in its Winston-Salem, North Carolina 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 September 30, 2015, the Company sold products in 93 countries throughout the world and was organized and managed by six geographic regions: North America, Mexico, South & Central America, EMEA (Europe, Middle East, and Africa), Asia Pacific and China The Company defines its operating segments as those geographical operations. |
Derivatives and Hedging Policies | Foreign Currency Instruments The Company also designates certain foreign currency derivatives, primarily comprised of foreign currency forward 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 freestanding foreign currency derivatives to hedge foreign-currency-denominated intercompany transactions and to partially mitigate the impact of foreign currency fluctuations. The fair value of the freestanding foreign currency derivatives is based on third-party quotes. The Company’s foreign currency derivative contracts are generally executed on a monthly basis. The Company designates as cash-flow hedges those foreign currency forward contracts it enters into to hedge forecasted inventory purchases and intercompany management fees that are subject to foreign currency exposures. Forward contracts are used to hedge forecasted inventory purchases over specific months. Changes in the fair value of these forward contracts, excluding forward points, designated as cash-flow hedges are recorded as a component of accumulated other comprehensive income (loss) within shareholders’ deficit, 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’ deficit, 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 FASB Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures 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. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Classes of Inventory | The following are the major classes of inventory: September 30, 2015 December 31, 2014 (In millions) Raw materials $ 43.6 $ 39.5 Work in process 6.0 4.3 Finished goods 266.0 333.9 Total $ 315.6 $ 377.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: September 30, 2015 December 31, 2014 (In millions) Borrowings under the senior secured credit facility $ 664.7 $ 850.0 Convertible senior notes, carrying value of liability component 988.7 961.7 Total 1,653.4 1,811.7 Less: current portion 254.7 100.0 Long-term portion $ 1,398.7 $ 1,711.7 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Net Sales: Primary Reporting Segment $ 878.0 $ 1,074.9 $ 2,744.8 $ 3,337.8 China 224.9 181.3 625.8 487.2 Total Net Sales $ 1,102.9 $ 1,256.2 $ 3,370.6 $ 3,825.0 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Contribution Margin(1)(2): Primary Reporting Segment $ 390.5 $ 476.0 $ 1,209.3 $ 1,487.2 China 200.8 161.3 563.3 438.0 Total Contribution Margin $ 591.3 $ 637.3 $ 1,772.6 $ 1,925.2 Selling, general and administrative expenses(2) 429.7 609.7 1,331.6 1,573.7 Interest expense, net 24.1 19.9 69.3 56.2 Other expense, net — 9.8 2.3 13.0 Income before income taxes 137.5 (2.1 ) 369.4 282.3 Income taxes 43.9 (13.3 ) 114.8 76.9 Net Income $ 93.6 $ 11.2 $ 254.6 $ 205.4 (1) Contribution margin consists of net sales less cost of sales and royalty overrides. (2) Service fees to China independent service providers totaling $105.9 million and $86.6 million for the three months ended September 30, 2015 and 2014, respectively, and totaling $299.0 million and $229.1 million for the nine months ended September 30, 2015 and 2014, respectively, are included in selling, general and administrative expenses while Member compensation for all other countries is included in contribution margin. |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following table sets forth net sales by geographic area: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Net Sales: United States $ 214.7 $ 218.4 $ 661.5 $ 705.7 Mexico 113.4 143.9 366.2 435.2 South Korea 65.2 121.3 214.3 338.2 China 224.9 181.3 625.8 487.2 Others 484.7 591.3 1,502.8 1,858.7 Total Net Sales $ 1,102.9 $ 1,256.2 $ 3,370.6 $ 3,825.0 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015: Stock Options & SARs Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value(1) (In thousands) (In millions) Outstanding at December 31, 2014(2) 11,169 $ 37.46 5.4 years $ 110.6 Granted(3) 3,504 $ 32.13 Exercised (2,025 ) $ 22.97 Forfeited (205 ) $ 49.84 Outstanding at September 30, 2015(2) (4) 12,443 $ 38.11 6.7 years $ 238.0 Exercisable at September 30, 2015(5) 7,142 $ 33.93 4.9 years $ 159.9 (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 2.5 million and 1.0 million performance condition SARs as of September 30, 2015 and December 31, 2014, respectively. (3) Includes 0.1 million market condition and 1.5 million performance condition SARs. (4) Includes 0.1 million market condition SARs. (5) Includes 0.3 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, 2014 33 $ 63.67 Granted 30 $ 47.80 Vested (26 ) $ 62.29 Forfeited (2 ) $ 59.98 Outstanding and nonvested September 30, 2015 35 $ 51.21 |
Derivative Instruments and He26
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 and nine months ended September 30, 2015 and 2014: Amount of Gain (Loss) Recognized in Other Comprehensive Loss For the Three Months Ended For the Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges $ 4.2 $ 6.2 $ 13.8 $ 4.2 |
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 and nine months ended September 30, 2015 and 2014: Location of Gain Amount of Gain (Loss) Recognized in Income (Loss) For the Three Months Ended For the Nine Months Ended Recognized in Income September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory hedges and intercompany management fee hedges(1) Selling, administrative expenses $ (0.1 ) $ (1.0 ) $ (0.4 ) $ (3.6 ) Derivatives not designated as hedging instruments: Foreign exchange currency contracts Selling, general and administrative expenses $ 5.6 $ (16.2 ) $ (0.3 ) $ (23.8 ) (1) For foreign exchange contracts designated as hedging instruments, the amounts recognized in income (loss) primarily represent the amounts excluded from the assessment of hedge effectiveness. There were no material ineffective amounts reported 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 and nine months ended September 30, 2015 and 2014: Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Loss into Income For the Three Months Ended For the Nine Months Ended (Effective Portion) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In millions) Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory hedges Cost of sales $ 5.2 $ 1.7 $ 10.0 $ 3.2 Foreign exchange currency contracts relating to intercompany management fee hedges Selling, general and administrative expenses $ 0.1 $ — $ 0.1 $ — |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
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 September 30, 2015 and 2014: Changes in Accumulated Other Comprehensive Income (Loss) by Component Three Months Ended September 30, 2015 2014 Foreign Currency Translation Adjustments Unrealized Gain on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Unrealized (Loss) on Available-For- Sale Investments Total (In millions) Beginning Balance $ (140.8 ) $ 22.5 $ (0.1 ) $ (118.4 ) $ (25.4 ) $ 2.5 $ 0.2 $ (22.7 ) Other comprehensive income (loss) before reclassifications, net of tax (37.0 ) 4.5 — (32.5 ) (39.9 ) 5.7 (4.6 ) (38.8 ) Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) — (5.4 ) — (5.4 ) — (1.7 ) 4.4 2.7 Total other comprehensive income (loss), net of reclassifications (37.0 ) (0.9 ) — (37.9 ) (39.9 ) 4.0 (0.2 ) (36.1 ) Ending balance $ (177.8 ) $ 21.6 $ (0.1 ) $ (156.3 ) $ (65.3 ) $ 6.5 $ — $ (58.8 ) (1) See Note 2, Significant Accounting Policies Derivative Instruments and Hedging Activities The following table summarizes changes in accumulated other comprehensive income (loss) during the nine months ended September 30, 2015 and 2014: Changes in Accumulated Other Comprehensive Income (Loss) by Component Nine Months Ended September 30, 2015 2014 Foreign Currency Translation Adjustments Unrealized Gain on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Derivatives Unrealized Gain (Loss) on Available-For- Sale Investments Total (In millions) Beginning Balance $ (96.4 ) $ 18.0 $ 0.2 $ (78.2 ) $ (25.6 ) $ 5.7 $ 0.1 $ (19.8 ) Other comprehensive income (loss) before reclassifications, net of tax (81.4 ) 13.6 (1.8 ) (69.6 ) (39.7 ) 4.0 (6.5 ) (42.2 ) Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1) — (10.0 ) 1.5 (8.5 ) — (3.2 ) 6.4 3.2 Total other comprehensive income (loss), net of reclassifications (81.4 ) 3.6 (0.3 ) (78.1 ) (39.7 ) 0.8 (0.1 ) (39.0 ) Ending balance $ (177.8 ) $ 21.6 $ (0.1 ) $ (156.3 ) $ (65.3 ) $ 6.5 $ — $ (58.8 ) (1) See Note 2, Significant Accounting Policies Derivative Instruments and Hedging Activities |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 (in millions) Weighted average shares used in basic computations 82.6 81.9 82.5 87.8 Dilutive effect of exercise of equity grants outstanding 3.1 4.3 2.6 4.8 Weighted average shares used in diluted computations 85.7 86.2 85.1 92.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 and December 31, 2014: Derivative Balance Sheet Location Significant Other Observable Inputs (Level 2) Fair Value at September 30, 2015 Significant Other Observable Inputs (Level 2) Fair Value at December 31, 2014 (in millions) ASSETS: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges Prepaid expenses and other current assets $ 5.7 $ 12.3 Derivatives not designated as hedging instruments: Foreign exchange currency contracts Prepaid expenses and other current assets $ 9.4 $ 2.2 $ 15.1 $ 14.5 LIABILITIES: Derivatives designated as hedging instruments: Foreign exchange currency contracts relating to inventory and intercompany management fee hedges Accrued expenses $ 1.1 $ 1.6 Derivatives not designated as hedging instruments: Foreign exchange currency contracts Accrued expenses $ 5.9 $ 3.8 $ 7.0 $ 5.4 |
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 September 30, 2015 and December 31, 2014: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Gross Amounts Offset in the Balance Sheet Net Amounts of Assets Presented in the Balance Sheet (In millions) September 30, 2015 Foreign exchange currency contracts $ 15.1 $ (6.9 ) $ 8.2 Total $ 15.1 $ (6.9 ) $ 8.2 December 31, 2014 Foreign exchange currency contracts $ 14.5 $ (5.4 ) $ 9.1 Total $ 14.5 $ (5.4 ) $ 9.1 |
Offsetting of Derivative Liabilities | Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Liabilities Presented in the Balance Sheet (In millions) September 30, 2015 Foreign exchange currency contracts $ 7.0 $ (6.9 ) $ 0.1 Total $ 7.0 $ (6.9 ) $ 0.1 December 31, 2014 Foreign exchange currency contracts $ 5.4 $ (5.4 ) $ — Total $ 5.4 $ (5.4 ) $ — |
Organization - Additional Infor
Organization - Additional Information (Detail) Members in Millions | 9 Months Ended |
Sep. 30, 2015SegmentMembers | |
Organization And Description Of Business [Line Items] | |
Number of geographic regions | Segment | 6 |
Number of network marketing members | 4 |
China [Member] | |
Organization And Description Of Business [Line Items] | |
Number of network marketing members | 0.3 |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2015USD ($)VEF / $ | Sep. 30, 2015VEF | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014VEF | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($)VEF / $ | Sep. 30, 2015VEF | Sep. 30, 2014USD ($) | Sep. 30, 2014VEF | Feb. 12, 2015VEF / $ | Dec. 31, 2014USD ($)VEF / $ | Dec. 31, 2013USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency transaction losses | $ (11,900,000) | $ 4,000,000 | |||||||||||||
Inventory write-downs in cost of sales | 22,300,000 | 17,700,000 | |||||||||||||
Currency exchanged through alternative legal exchange mechanisms | $ 500,000 | VEF 350,500,000 | |||||||||||||
Interest expense | 1,300,000 | ||||||||||||||
Cash and cash equivalents | 813,200,000 | $ 678,200,000 | 813,200,000 | 678,200,000 | $ 645,400,000 | $ 973,000,000 | |||||||||
Purchase price of bonds invested in Bolivar denominated bonds | 0 | VEF 0 | 4,200,000 | VEF 48,000,000 | 100,000 | VEF 25,700,000 | 11,800,000 | VEF 113,400,000 | |||||||
Amortized cost of bonds | 1,200,000 | 1,200,000 | |||||||||||||
Market value of bonds | 1,100,000 | 1,100,000 | |||||||||||||
Other-than-temporary impairments relating to available-for-sale securities | $ 0 | 9,800,000 | $ 2,300,000 | $ 13,000,000 | |||||||||||
SICAD II [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency exchange rate, Bolivars per USD | VEF / $ | 50 | ||||||||||||||
SIMADI [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency exchange rate, Bolivars per USD | VEF / $ | 198 | 198 | |||||||||||||
SIMADI rate for remeasurement | VEF / $ | 170 | ||||||||||||||
Amount of award received through the SIMADI exchange mechanism | $ 100,000 | ||||||||||||||
Venezuela [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Net monetary Bolivar denominated assets and liabilities | $ 10,100,000 | $ 10,100,000 | |||||||||||||
Cash and cash equivalents | $ 9,500,000 | $ 9,500,000 | |||||||||||||
Subsidiary asset as percentage of consolidated assets | 1.00% | 1.00% | 2.00% | ||||||||||||
Venezuela [Member] | Maximum [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Subsidiary's net sales to Company's consolidated net sales, percentage | 1.00% | 1.00% | 3.00% | 3.00% | |||||||||||
Venezuela [Member] | SICAD II [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Inventory write-downs in cost of sales | 7,600,000 | ||||||||||||||
Venezuela [Member] | SIMADI [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Inventory write-downs in cost of sales | $ 200,000 | $ 300,000 | 1,400,000 | ||||||||||||
Venezuela [Member] | SICAD I [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency transaction losses | 17,100,000 | $ 200,000 | |||||||||||||
Selling, general and administrative expenses [Member] | SICAD II [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Impairment of long lived assets | 7,000,000 | ||||||||||||||
Selling, general and administrative expenses [Member] | Venezuela [Member] | SICAD II [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency transaction losses | $ 98,000,000 | ||||||||||||||
Selling, general and administrative expenses [Member] | Venezuela [Member] | SIMADI [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency transaction losses | $ 300,000 | $ 32,600,000 | |||||||||||||
Selling, general and administrative expenses [Member] | Venezuela [Member] | SICAD I [Member] | |||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||||||
Foreign currency transaction losses | $ 86,100,000 |
Inventories - Classes of Invent
Inventories - Classes of Inventory (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 43.6 | $ 39.5 |
Work in process | 6 | 4.3 |
Finished goods | 266 | 333.9 |
Total | $ 315.6 | $ 377.7 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Borrowings under the senior secured credit facility | $ 664.7 | $ 850 |
Convertible senior notes, carrying value of liability component | 988.7 | 961.7 |
Total | 1,653.4 | 1,811.7 |
Less: current portion | 254.7 | 100 |
Long-term portion | $ 1,398.7 | $ 1,711.7 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | May. 04, 2015 | Feb. 28, 2014 | Jul. 31, 2012 | Mar. 31, 2011 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jul. 26, 2012 | Mar. 09, 2011 |
Debt Instrument [Line Items] | |||||||||||||||
Issuance costs | $ 6,200,000 | ||||||||||||||
Allowable annual dividend payment or repurchase of common stock under credit facility | $ 233,000,000 | ||||||||||||||
Credit facility terms description | The Credit Facility restricts the Company’s ability to pay dividends or repurchase its common shares to a maximum of $233.0 million until maturity and for every one dollar of share repurchase or dividend paid, the revolving credit facility’s borrowing capacity is permanently decreased by two dollars. | ||||||||||||||
Borrowings under the senior secured credit facility | $ 664,700,000 | $ 664,700,000 | $ 664,700,000 | $ 850,000,000 | |||||||||||
Paid-in-capital in excess of par value | 436,300,000 | 436,300,000 | 436,300,000 | 409,100,000 | |||||||||||
Proceeds received from the issuance of the Convertible notes | $ 1,150,000,000 | ||||||||||||||
Long-term debt | 1,653,400,000 | 1,653,400,000 | 1,653,400,000 | 1,811,700,000 | |||||||||||
Convertible senior notes, carrying value of liability component | 988,700,000 | 988,700,000 | 988,700,000 | $ 961,700,000 | |||||||||||
Interest expense | 25,500,000 | $ 24,000,000 | 73,700,000 | 66,000,000 | |||||||||||
Write off of unamortized deferred financing cost | 600,000 | ||||||||||||||
Letters of credit issued but undrawn | 33,800,000 | 33,800,000 | 33,800,000 | ||||||||||||
Prepaid forward share repurchase transactions [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Paid-in-capital in excess of par value | $ (31,900,000) | ||||||||||||||
Forward share repurchase transactions amount | $ 685,800,000 | 685,800,000 | |||||||||||||
Capped call transactions [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Capped call transactions with financial institutions | 123,800,000 | ||||||||||||||
Convertible Senior Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Deferred financing costs | 21,500,000 | ||||||||||||||
Total principal amount of convertible notes | 1,150,000,000 | 1,150,000,000 | 1,150,000,000 | ||||||||||||
Issuance costs | 26,600,000 | ||||||||||||||
Paid-in-capital in excess of par value | 219,100,000 | ||||||||||||||
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 | 161,300,000 | 161,300,000 | 161,300,000 | ||||||||||||
Convertible senior notes, carrying value of liability component | 988,700,000 | 988,700,000 | 988,700,000 | ||||||||||||
Fair value of liability to convertible notes | $ 847,800,000 | 847,800,000 | 847,800,000 | ||||||||||||
Interest expense | 16,000,000 | 15,400,000 | 46,800,000 | 39,400,000 | |||||||||||
Non-cash interest expense | 9,300,000 | 8,700,000 | 27,000,000 | 22,000,000 | |||||||||||
Amortization of deferred financing costs | $ 900,000 | $ 900,000 | $ 2,800,000 | $ 2,400,000 | |||||||||||
Convertible Senior Notes [Member] | Debt Issuance Costs [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Paid-in-capital in excess of par value | $ 5,100,000 | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total principal amount of convertible notes | $ 1,150,000,000 | ||||||||||||||
Debt maturity date | Aug. 15, 2019 | ||||||||||||||
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, 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 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, or 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 the Company’s 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 | ||||||||||||||
Minimum percentage of common share price over conversion price for conversion | 130.00% | ||||||||||||||
Principal amount of convertible notes | $ 1,000 | ||||||||||||||
Minimum percentage of the product of common share price and conversion rate for convertible notes | 98.00% | ||||||||||||||
Convertible notes initial conversion rate | 11.5908 | ||||||||||||||
Convertible notes initial conversion price | $ 86.28 | $ 86.28 | $ 86.28 | $ 86.28 | $ 86.28 | ||||||||||
Convertible Debt [Member] | Capped call transactions [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible notes initial conversion price | $ 86.28 | ||||||||||||||
Senior secured revolving credit facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount required to maintain on consolidated cash and cash equivalents | $ 200,000,000 | ||||||||||||||
Senior Secured Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility borrowings used to repay outstanding borrowings | $ 196,000,000 | ||||||||||||||
Deferred financing costs | $ 5,700,000 | ||||||||||||||
Credit facility amendment date | May 4, 2015 | ||||||||||||||
Variable rate basis | Credit Facility now bear interest at either LIBOR plus the applicable margin between 2.00% and 3.00% or the base rate plus the applicable margin between 1.00% and 2.00%. | ||||||||||||||
Credit facility interest rate description | Until March?9, 2016, the interest rates on the Company?s borrowings under the Credit Facility, as amended, will effectively remain unchanged except that the minimum applicable margin will be increased by 0.50% and LIBOR will have a minimum floor of 0.25%. After March 9, 2016, the applicable interest rates on the Company?s borrowings under the Credit Facility, as amended, will increase by 2.00% such that borrowings under the Credit Facility will bear interest at either LIBOR plus the applicable margin between 4.00% and 5.00% or the base rate plus the applicable margin between 3.00% and 4.00%. | ||||||||||||||
Long-term debt, weighted average interest rate | 2.76% | 2.76% | 2.76% | 3.04% | |||||||||||
Credit facility, amount repaid | $ 25,000,000 | $ 135,300,000 | $ 25,000,000 | ||||||||||||
Borrowings under the senior secured credit facility | $ 664,700,000 | 664,700,000 | $ 664,700,000 | $ 850,000,000 | |||||||||||
Foreign currency borrowings, outstanding | 0 | 0 | 0 | 0 | |||||||||||
Aggregate annual maturities of credit facility, remainder of 2015 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
Aggregate annual maturities of credit facility, 2016 | 229,700,000 | 229,700,000 | 229,700,000 | ||||||||||||
Aggregate annual maturities of credit facility, 2017 | 410,000,000 | 410,000,000 | 410,000,000 | ||||||||||||
Aggregate annual maturities of credit facility, 2019 | 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | ||||||||||||
Senior Secured Credit Facility [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable rate basis | Facility will bear interest at either LIBOR plus the applicable margin between 4.00% and 5.00% or the base rate plus the applicable margin between 3.00% and 4.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Until March 9, 2016 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate increase by percentage | 0.50% | ||||||||||||||
Senior Secured Credit Facility [Member] | After March 9, 2016 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate increased by percentage | 2.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | After March 9, 2016 [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 4.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | After March 9, 2016 [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 5.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | After March 9, 2016 [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 3.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | After March 9, 2016 [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 4.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum amount | $ 500,000,000 | ||||||||||||||
Credit facility borrowings used to repay outstanding borrowings | $ 500,000,000 | ||||||||||||||
Deferred financing costs | $ 4,500,000 | ||||||||||||||
Debt maturity date | Mar. 9, 2016 | ||||||||||||||
Credit facility prepayments | $ 20,300,000 | ||||||||||||||
Borrowings under the senior secured credit facility | 254,700,000 | 254,700,000 | $ 254,700,000 | 350,000,000 | |||||||||||
Senior Secured Credit Facility [Member] | Convertible Senior Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total principal amount of convertible notes | $ 1,150,000,000 | ||||||||||||||
Senior Secured Credit Facility [Member] | Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Deferred financing costs | $ 2,300,000 | ||||||||||||||
Applicable margin payable, percentage | 0.50% | ||||||||||||||
Consolidated leverage ratio | 2.50 to 1.00 | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum amount | 425,000,000 | 425,000,000 | $ 425,000,000 | $ 700,000,000 | |||||||||||
Line of credit facility extended maturity period | 1 year | ||||||||||||||
Credit facility prepayments | $ 50,900,000 | ||||||||||||||
Amended maturity date of credit facility | Mar. 9, 2017 | ||||||||||||||
Decreased amount in credit facility borrowing capacity | (39,100,000) | $ (235,900,000) | |||||||||||||
Borrowings under the senior secured credit facility | $ 410,000,000 | $ 410,000,000 | $ 410,000,000 | $ 500,000,000 | |||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | LIBOR [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility LIBOR minimum floor rate interest | 0.25% | ||||||||||||||
Variable rate basis | LIBOR | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 2.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 3.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable rate basis | The base rate under the Credit Facility represents the highest of the Federal Funds Rate plus 0.50%, the one-month LIBOR plus 1.00%, and the prime rate offered by Bank of America. | ||||||||||||||
Base rate in excess of Federal Funds Rate | 0.50% | ||||||||||||||
Base rate in excess of one-month LIBOR | 1.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 1.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | Senior secured revolving credit facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate spread on variable rate | 2.00% |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) Person in Millions | 9 Months Ended | ||||
Sep. 30, 2015USD ($)Person | Dec. 31, 2014USD ($) | May. 10, 2013USD ($) | May. 07, 2010USD ($) | Sep. 30, 2009USD ($) | |
Loss Contingencies [Line Items] | |||||
Deductible for product liability insurance | $ 15,000,000 | ||||
Surety bond through insurance company to guarantee payment of tax assessment | 18,700,000 | ||||
Other assets | $ 142,600,000 | $ 152,800,000 | |||
Terms of settlement agreement | Under the terms of the settlement, the Company would (i) pay $15 million into a fund to be distributed to qualified claimants and (ii) accept up to a maximum amount of $2.5 million in product returns from qualified claimants. The court granted preliminary approval of the settlement on December 2, 2014 and conditionally certified a class. The court granted final approval of the settlement on May 14, 2015 and the final judgment was entered June 19, 2015. | ||||
Bostick, et al., v. Herbalife Int'l of Am., Inc., et al. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payment to qualified claimants | $ 15,000,000 | ||||
Amount of product returns from qualified claimants | $ 2,500,000 | ||||
United States [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of persons in settlement class | Person | 1.5 | ||||
Federal Revenue Office of Brazil [Member] | |||||
Loss Contingencies [Line Items] | |||||
Tax assessment received relating to withholding/contributions to Company's Members during 2004 | $ 2,100,000 | ||||
Mexican Tax Administration Service [Member] | |||||
Loss Contingencies [Line Items] | |||||
Assessment amount from tax administration service | $ 6,900,000 | $ 17,300,000 | $ 67,000,000 | ||
Other assets | 56,400,000 | ||||
Loss related to other assets | 0 | ||||
Brazilian ICMS [Member] | |||||
Loss Contingencies [Line Items] | |||||
Other assets | 13,300,000 | ||||
Loss related to other assets | 0 | ||||
Issuance of surety bond | $ 7,500,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015SegmentCountry | |
Segment Reporting [Abstract] | |
Number of countries in which the Company sells products | 93 |
Number of primary reporting segments | Segment | 1 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | $ 1,102.9 | $ 1,256.2 | $ 3,370.6 | $ 3,825 |
Primary Reporting Segment [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | 878 | 1,074.9 | 2,744.8 | 3,337.8 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | $ 224.9 | $ 181.3 | $ 625.8 | $ 487.2 |
Segment Information - Reconci38
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Contribution Margin | ||||
Total Contribution Margin | $ 591.3 | $ 637.3 | $ 1,772.6 | $ 1,925.2 |
Selling, general and administrative expenses | 429.7 | 609.7 | 1,331.6 | 1,573.7 |
Interest expense, net | 24.1 | 19.9 | 69.3 | 56.2 |
Other expense, net | 9.8 | 2.3 | 13 | |
Income (loss) before income taxes | 137.5 | (2.1) | 369.4 | 282.3 |
Income taxes | 43.9 | (13.3) | 114.8 | 76.9 |
Net income | 93.6 | 11.2 | 254.6 | 205.4 |
Primary Reporting Segment [Member] | ||||
Contribution Margin | ||||
Total Contribution Margin | 390.5 | 476 | 1,209.3 | 1,487.2 |
China [Member] | ||||
Contribution Margin | ||||
Total Contribution Margin | $ 200.8 | $ 161.3 | $ 563.3 | $ 438 |
Segment Information - Reconci39
Segment Information - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
China [Member] | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Independent service providers service fees costs | $ 105.9 | $ 86.6 | $ 299 | $ 229.1 |
Segment Information - Schedule
Segment Information - Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | $ 1,102.9 | $ 1,256.2 | $ 3,370.6 | $ 3,825 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | 214.7 | 218.4 | 661.5 | 705.7 |
Mexico [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | 113.4 | 143.9 | 366.2 | 435.2 |
South Korea [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | 65.2 | 121.3 | 214.3 | 338.2 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | 224.9 | 181.3 | 625.8 | 487.2 |
Others [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Net Sales | $ 484.7 | $ 591.3 | $ 1,502.8 | $ 1,858.7 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 10.3 | $ 11 | $ 34.2 | $ 34.4 | |
Unrecognized compensation cost on non-vested stock awards | 62.4 | $ 62.4 | |||
Unrecognized compensation cost on non-vested stock awards, weighted-average period of recognition | 1 year 6 months | ||||
Total intrinsic value of awards exercised for options and SARs | 4.2 | 2.4 | $ 23.8 | 37.4 | |
Total vesting date fair value of stock units | 0.3 | $ 0.2 | 1.3 | $ 8.7 | |
Unrealized excess tax benefits | $ 24.1 | $ 24.1 | $ 23.6 | ||
SARs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant date fair value of SARs granted | $ 24.11 | $ 20.88 | $ 12.88 | $ 25.71 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Outstanding, Beginning Balance | 11,169 | |
Granted, Awards | 3,504 | |
Exercised, Awards | (2,025) | |
Forfeited, Awards | (205) | |
Awards Outstanding, Ending Balance | 12,443 | 11,169 |
Awards Exercisable, Ending Balance | 7,142 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 37.46 | |
Granted, Weighted Average Exercise Price | 32.13 | |
Exercised, Weighted Average Exercise Price | 22.97 | |
Forfeited, Weighted Average Exercise Price | 49.84 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 38.11 | $ 37.46 |
Exercisable, Weighted Average Exercise Price, Ending Balance | $ 33.93 | |
Weighted Average Remaining Contractual Term Outstanding | 6 years 8 months 12 days | 5 years 4 months 24 days |
Weighted Average Remaining Contractual Term Exercisable | 4 years 10 months 24 days | |
Aggregate Intrinsic Value Outstanding, Beginning balance | $ 110.6 | |
Aggregate Intrinsic Value Outstanding, Ending balance | 238 | $ 110.6 |
Exercisable, Aggregate Intrinsic Value, Ending Balance | $ 159.9 | |
Incentive Plan and Independent Directors Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and nonvested December 31, 2014, Shares | 33 | |
Granted, Shares | 30 | |
Vested, Shares | (26) | |
Forfeited, Shares | (2) | |
Outstanding and nonvested September 30, 2015, Shares | 35 | 33 |
Outstanding and nonvested December 31, 2014, Weighted Average Grant Date Fair Value | $ 63.67 | |
Granted, Weighted Average Grant Date Fair Value | 47.80 | |
Vested, Weighted Average Grant Date Fair Value | 62.29 | |
Forfeited, Weighted Average Grant Date Fair Value | 59.98 | |
Outstanding and nonvested September 30, 2015, Weighted Average Grant Date Fair Value | $ 51.21 | $ 63.67 |
Share-Based Compensation - Su43
Share-Based Compensation - Summary of Activity Under Share-Based Compensation Plans (Parenthetical) (Detail) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted SARs | 3,504 | |
Market condition awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 100 | |
Granted SARs | 100 | |
Performance condition SARs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding SARs | 2,500 | 1,000 |
Exercisable SARs | 300 | |
Granted SARs | 1,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes | $ 43.9 | $ (13.3) | $ 114.8 | $ 76.9 |
Effective income tax rate | 31.90% | 647.90% | 31.10% | 27.20% |
Utilization of deferred tax asset interest expense | $ (240.8) | |||
Total amount of unrecognized tax benefits, including related interest and penalties | 57.7 | $ 57.7 | ||
Unrecognized tax benefits excluding interest and penalties that if recognized would affect the effective tax rate | 45.5 | 45.5 | ||
Total accrued interest for tax contingencies | 7 | 7 | ||
Total accrued penalties for tax contingencies | 1.4 | 1.4 | ||
Amount of unrecognized tax benefits that could decrease within the next 12 months | 12.7 | 12.7 | ||
Decrease in unrecognized tax benefits due to the settlement of audits or resolution of administrative or judicial proceedings | 5.7 | 5.7 | ||
Decrease in unrecognized tax benefits expiration of statute of limitations | $ 7 | $ 7 |
Derivative Instruments and He45
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset fair value | $ 15.1 | $ 14.5 |
Derivative liability fair value | 7 | 5.4 |
Foreign exchange currency contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative aggregate notional amounts | 552 | |
Derivative asset fair value | 15.1 | 14.5 |
Derivative liability fair value | 7 | 5.4 |
Foreign exchange currency contracts [Member] | Derivatives designated as cash flow hedging instruments [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative aggregate notional amounts | $ 104.3 | 225.3 |
Derivative remaining maturity period | 12 months | |
Derivative asset fair value | $ 5.7 | 12.3 |
Derivative liability fair value | $ 1.1 | $ 1.6 |
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 | 1 month | 2 months |
Derivative Instruments and He46
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
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) | $ 4.2 | $ 6.2 | $ 13.8 | $ 4.2 |
Derivative Instruments and He47
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded to Income (Detail) - Selling, general and administrative expenses [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
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 | $ (0.1) | $ (1) | $ (0.4) | $ (3.6) |
Foreign exchange currency contracts [Member] | Derivatives not designated as hedging instruments [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income | $ 5.6 | $ (16.2) | $ (0.3) | $ (23.8) |
Derivative Instruments and He48
Derivative Instruments and Hedging Activities - Gains (Losses) Relating to Derivative Instruments Recorded to Income (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
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 He49
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 ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
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 | $ 5.2 | $ 1.7 | $ 10 | $ 3.2 |
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 | $ 0.1 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | May. 07, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Feb. 03, 2014 | Jul. 30, 2012 |
Stockholders Equity [Line Items] | ||||||||||||
Dividends paid | $ 0 | $ 0 | $ 0 | $ 30,400,000 | ||||||||
Dividends received primarily relating to forward transactions | 0 | 0 | $ 0 | 3,400,000 | ||||||||
Share repurchase program authorized amount | $ 1,500,000,000 | $ 1,000,000,000 | ||||||||||
Share repurchase program expiration date | Jun. 30, 2017 | |||||||||||
Accumulated deficit | (410,800,000) | $ (410,800,000) | $ (665,400,000) | |||||||||
Additional paid-in-capital | 436,300,000 | 436,300,000 | $ 409,100,000 | |||||||||
Non-cash forward transaction issuance costs | $ 35,800,000 | |||||||||||
Non-cash interest expense | $ 1,600,000 | 1,600,000 | 4,800,000 | 4,200,000 | ||||||||
Repurchase of common stock, amount | $ 266,000,000 | $ 10,700,000 | 1,278,400,000 | |||||||||
Repurchase of common stock, shares | 4,300,000 | 0 | 0 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to income, tax expense unrealized gain (loss) on available-for-sale investments | 2,400,000 | $ 800,000 | 3,400,000 | |||||||||
Foreign Currency Translation Adjustments [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Other comprehensive income (loss) before reclassifications, Tax expense (benefits) | $ (2,700,000) | (800,000) | (7,000,000) | 700,000 | ||||||||
Unrealized Gain (Loss) on Derivatives [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Other comprehensive income (loss) before reclassifications, Tax expense (benefits) | (300,000) | 500,000 | 200,000 | 200,000 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to income, tax expense (benefits) unrealized gain (loss) on derivatives | 100,000 | (100,000) | ||||||||||
Unrealized Gain (Loss) on Available-For-Sale Investments [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Other comprehensive income (loss) before reclassifications, Tax expense (benefits) | $ (2,500,000) | $ (1,000,000) | $ (3,500,000) | |||||||||
Capped call transactions [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Capped call transactions with financial institutions | $ 123,800,000 | |||||||||||
Capped call transactions price per common share | $ 120.79 | |||||||||||
Increase (decrease) in additional paid-in capital, other | (123,800,000) | |||||||||||
Capped call transactions [Member] | Convertible Notes [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Convertible notes initial conversion price | $ 86.28 | |||||||||||
Repurchase Agreement 2014 [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Agreement expiration date | Jun. 30, 2014 | |||||||||||
Prepaid forward share repurchase transactions [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Forward share repurchase transactions amount | $ 685,800,000 | $ 685,800,000 | ||||||||||
Share repurchase transaction, shares to be purchased | 9,900,000 | 9,900,000 | ||||||||||
Settlement date of forward transactions | Aug. 15, 2019 | |||||||||||
Accumulated deficit | $ (653,900,000) | |||||||||||
Additional paid-in-capital | $ (31,900,000) | |||||||||||
Average cost per share of shares repurchased | $ 69.02 | |||||||||||
Share repurchase program, remaining authorized capacity | $ 232,900,000 | $ 232,900,000 | ||||||||||
Open market purchases [Member] | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Repurchase of common stock, shares | 0 | 9,800,000 | ||||||||||
Shares repurchased aggregate cost | $ 581,300,000 | |||||||||||
Average cost per share of shares repurchased | $ 59.41 |
Shareholders' Deficit - Summary
Shareholders' Deficit - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | $ (118.4) | $ (22.7) | $ (78.2) | $ (19.8) | |
Other comprehensive income (loss) before reclassifications, net of tax | (32.5) | (38.8) | (69.6) | (42.2) | |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | [1] | (5.4) | 2.7 | (8.5) | 3.2 |
Total other comprehensive income (loss) | (37.9) | (36.1) | (78.1) | (39) | |
Ending balance | (156.3) | (58.8) | (156.3) | (58.8) | |
Foreign Currency Translation Adjustments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (140.8) | (25.4) | (96.4) | (25.6) | |
Other comprehensive income (loss) before reclassifications, net of tax | (37) | (39.9) | (81.4) | (39.7) | |
Total other comprehensive income (loss) | (37) | (39.9) | (81.4) | (39.7) | |
Ending balance | (177.8) | (65.3) | (177.8) | (65.3) | |
Unrealized Gain (Loss) on Derivatives [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | 22.5 | 2.5 | 18 | 5.7 | |
Other comprehensive income (loss) before reclassifications, net of tax | 4.5 | 5.7 | 13.6 | 4 | |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | [1] | (5.4) | (1.7) | (10) | (3.2) |
Total other comprehensive income (loss) | (0.9) | 4 | 3.6 | 0.8 | |
Ending balance | 21.6 | 6.5 | 21.6 | 6.5 | |
Unrealized Gain (Loss) on Available-For-Sale Investments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (0.1) | 0.2 | 0.2 | 0.1 | |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | (4.6) | (1.8) | (6.5) | |
Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax | [1] | 0 | 4.4 | 1.5 | 6.4 |
Total other comprehensive income (loss) | 0 | $ (0.2) | (0.3) | $ (0.1) | |
Ending balance | $ (0.1) | $ (0.1) | |||
[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 September 30, 2015 and 2014. |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares used in basic computations | 82.6 | 81.9 | 82.5 | 87.8 |
Dilutive effect of exercise of equity grants outstanding | 3.1 | 4.3 | 2.6 | 4.8 |
Weighted average shares used in diluted computations | 85.7 | 86.2 | 85.1 | 92.6 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Equity grants with anti-dilutive effect | 4.2 | 3.6 | 5.5 | 3.5 |
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Convertible notes initial conversion price | $ 86.28 | $ 86.28 | $ 86.28 | $ 86.28 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | $ 15.1 | $ 14.5 |
Fair value derivative liabilities | 7 | 5.4 |
Foreign exchange currency contracts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 15.1 | 14.5 |
Fair value derivative liabilities | 7 | 5.4 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements, assets total | 15.1 | 14.5 |
Fair value measurements, liabilities total | 7 | 5.4 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 5.7 | 12.3 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives designated as hedging instruments [Member] | Foreign exchange currency contracts relating to inventory and intercompany management fee hedges [Member] | Accrued expenses [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | 1.1 | 1.6 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as hedging instruments [Member] | Foreign exchange currency contracts [Member] | Prepaid expenses and other current assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative assets | 9.4 | 2.2 |
Significant Other Observable Inputs (Level 2) [Member] | Derivatives not designated as hedging instruments [Member] | Foreign exchange currency contracts [Member] | Accrued expenses [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value derivative liabilities | $ 5.9 | $ 3.8 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting of Derivative Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | $ 15.1 | $ 14.5 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (6.9) | (5.4) |
Net Amounts of Assets Presented in the Balance Sheet | 8.2 | 9.1 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 15.1 | 14.5 |
Gross Amounts Offset in the Balance Sheet, Derivative Assets | (6.9) | (5.4) |
Net Amounts of Assets Presented in the Balance Sheet | $ 8.2 | $ 9.1 |
Fair Value Measurements - Off56
Fair Value Measurements - Offsetting of Derivative Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Liabilities | $ 7 | $ 5.4 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (6.9) | (5.4) |
Net Amounts of Liabilities Presented in the Balance Sheet | 0.1 | 0 |
Foreign exchange currency contracts [Member] | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Liabilities | 7 | 5.4 |
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities | (6.9) | (5.4) |
Net Amounts of Liabilities Presented in the Balance Sheet | $ 0.1 | $ 0 |
Professional Fees and Other E57
Professional Fees and Other Expenses - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income And Expenses [Abstract] | ||||
Professional fees and other expenses | $ 3.6 | $ 6 | $ 15 | $ 18.3 |