GNC 10-Q 27 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 25, 2016
Document and Entity Information
Entity Registrant Name	GNC HOLDINGS, INC.
Entity Central Index Key	1,502,034
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		68,399,989
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 37,203	$ 56,462
Receivables, net	143,494	142,486
Inventory (Note 3)	621,865	555,885
Deferred income taxes	10,925	10,916
Prepaid and other current assets	32,553	27,114
Total current assets	846,040	792,863
Long-term assets:
Goodwill (Note 5)	647,806	649,892
Brands (Note 5)	720,000	720,000
Other intangible assets, net (Note 5)	113,197	119,204
Property, plant and equipment, net (Note 5)	221,775	230,535
Deferred income taxes	3,358	3,358
Other long-term assets	32,472	38,555
Total long-term assets	1,738,608	1,761,544
Total assets	2,584,648	2,554,407
Current liabilities:
Accounts payable	185,286	152,099
Current portion of long-term debt (Note 6)	4,550	4,550
Deferred revenue and other current liabilities	133,023	121,062
Total current liabilities	322,859	277,711
Long-term liabilities:
Long-term debt (Note 6)	1,544,038	1,444,628
Deferred income taxes	307,921	304,491
Other long-term liabilities	57,251	59,016
Total long-term liabilities	1,909,210	1,808,135
Total liabilities	2,232,069	2,085,846
Contingencies (Note 8)
Stockholders’ equity:
Common stock	114	114
Additional paid-in capital	921,794	916,128
Retained earnings	1,163,406	1,058,148
Treasury stock, at cost	(1,725,349)	(1,496,180)
Accumulated other comprehensive loss	(7,386)	(9,649)
Total stockholders’ equity	352,579	468,561
Total liabilities and stockholders’ equity	$ 2,584,648	$ 2,554,407

Consolidated Statements of Inco

Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenue	$ 627,964	$ 683,358	$ 1,970,087	$ 2,054,187
Cost of sales, including warehousing, distribution and occupancy	412,556	432,714	1,280,136	1,297,778
Gross profit	215,408	250,644	689,951	756,409
Selling, general, and administrative	148,392	141,155	430,448	421,013
Gains on refranchising (Note 4)	(383)	(945)	(18,283)	(2,436)
Long-lived asset impairments (Note 5)	3,045	28,333	3,045	28,333
Other (income) loss, net	(539)	(49)	(441)	106
Operating income	64,893	82,150	275,182	309,393
Interest expense, net (Note 6)	15,360	13,753	45,078	36,912
Income before income taxes	49,533	68,397	230,104	272,481
Income tax expense (Note 12)	17,179	22,647	82,907	96,104
Net income	$ 32,354	$ 45,750	$ 147,197	$ 176,377
Earnings per share (Note 9):
Basic (in dollars per share)	$ 0.47	$ 0.55	$ 2.11	$ 2.06
Diluted (in dollars per share)	$ 0.47	$ 0.54	$ 2.10	$ 2.05
Weighted average common shares outstanding (Note 9):
Basic (in shares)	68,190	83,669	69,808	85,663
Diluted (in shares)	68,315	83,958	69,939	85,930
Dividends declared per share: (in dollars per share)	$ 0.2	$ 0.18	$ 0.60	$ 0.54

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 32,354	$ 45,750	$ 147,197	$ 176,377
Other comprehensive (loss) income:
Foreign currency translation (loss) gain	(592)	(3,406)	2,263	(6,568)
Comprehensive income	$ 31,762	$ 42,344	$ 149,460	$ 169,809

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2014		88,335
Beginning balance at Dec. 31, 2014	$ 756,043	$ 113	$ (1,016,381)	$ 877,566	$ 898,574	$ (3,829)
Increase (Decrease) in Stockholders' Equity
Comprehensive income (loss)	169,809				176,377	(6,568)
Purchase of treasury stock (in shares)		(6,012)
Purchase of treasury stock	(279,798)		(279,798)
Dividends declared	(45,986)				(45,986)
Exercise of stock options (in shares)		71
Exercise of stock options	1,598	$ 1		1,597
Restricted stock awards (in shares)		239
Minimum tax withholding requirements (in shares)		(7)
Minimum tax withholding requirements	(381)			(381)
Net excess tax benefits from stock-based compensation	597			597
Stock-based compensation	4,747			4,747
Issuance of convertible notes, net (Note 6)	30,509			30,509
Ending balance (in shares) at Sep. 30, 2015		82,626
Ending balance at Sep. 30, 2015	637,138	$ 114	(1,296,179)	914,635	1,028,965	(10,397)
Beginning balance (in shares) at Dec. 31, 2015		76,276
Beginning balance at Dec. 31, 2015	468,561	$ 114	(1,496,180)	916,128	1,058,148	(9,649)
Increase (Decrease) in Stockholders' Equity
Comprehensive income (loss)	149,460				147,197	2,263
Purchase of treasury stock (in shares)		(7,926)
Purchase of treasury stock	(229,169)		(229,169)
Dividends declared	(41,939)				(41,939)
Exercise of stock options (in shares)		23
Exercise of stock options	343			343
Restricted stock awards (in shares)		72
Minimum tax withholding requirements (in shares)		(47)
Minimum tax withholding requirements	(1,126)			(1,126)
Net excess tax benefits from stock-based compensation	(742)			(742)
Stock-based compensation	7,191			7,191
Ending balance (in shares) at Sep. 30, 2016		68,398
Ending balance at Sep. 30, 2016	$ 352,579	$ 114	$ (1,725,349)	$ 921,794	$ 1,163,406	$ (7,386)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 147,197	$ 176,377
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	43,547	43,100
Amortization of debt costs	9,419	3,538
Stock-based compensation	7,191	4,747
Long-lived asset impairments (Note 5)	3,045	28,333
Gains on refranchising	(18,283)	(2,436)
Changes in assets and liabilities:
Decrease (increase) in receivables	3,519	(6,275)
(Increase) decrease in inventory	(71,760)	12,037
(Increase) in prepaid and other current assets	(5,342)	(9,084)
Increase in accounts payable	35,700	14,691
Increase in deferred revenue and accrued liabilities	13,515	11,635
Other operating activities	1,999	(1,924)
Net cash provided by operating activities	169,747	274,739
Cash flows from investing activities:
Capital expenditures	(35,368)	(30,432)
Refranchising proceeds	30,306	1,888
Store acquisition costs	(1,918)	(2,607)
Net cash used in investing activities	(6,980)	(31,151)
Cash flows from financing activities:
Borrowings under revolving credit facility	197,000	0
Payments on revolving credit facility	(103,000)	0
Payments on term loan facility	(3,412)	(167,901)
Proceeds from issuance of convertible senior notes	0	287,500
Debt issuance costs	(1,712)	(8,225)
Proceeds from exercise of stock options	343	1,597
Gross excess tax benefits from stock-based compensation	162	597
Minimum tax withholding requirements	(1,126)	(381)
Cash paid for treasury stock	(229,169)	(279,798)
Dividends paid to shareholders	(41,613)	(45,904)
Net cash used in financing activities	(182,527)	(212,515)
Effect of exchange rate changes on cash and cash equivalents	501	(833)
Net (decrease) increase in cash and cash equivalents	(19,259)	30,240
Beginning balance, cash and cash equivalents	56,462	133,834
Ending balance, cash and cash equivalents	37,203	164,074
Non-cash investing activities:
Accrued capital expenditures	$ 3,432	$ 2,117

NATURE OF BUSINESS

NATURE OF BUSINESS	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS	NATURE OF BUSINESS GNC Holdings, Inc., a Delaware corporation (“Holdings,” and collectively with its subsidiaries and, unless the context requires otherwise, its and their respective predecessors, the “Company”), is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. The Company is vertically integrated as its operations consist of purchasing raw materials, formulating and manufacturing products and selling the finished products through its three reportable segments, which effective in the second quarter of 2016 include U.S. and Canada, International, and Manufacturing / Wholesale (refer to Note 11, "Segments" for more information). Corporate retail store operations are located in the United States, Canada, Puerto Rico, China and, beginning with the acquisition of THSD d/b/a The Health Store ("The Health Store") in 2014, Ireland. In addition, the Company offers products on the Internet through its websites, GNC.com and LuckyVitamin.com. The Company also offered product on the Internet through its 2013 acquisition of A1 Sports Limited d/b/a Discount Supplements (“Discount Supplements”) up to and including December 31, 2015 when the assets of Discount Supplements were sold and operations were ceased. Franchise locations exist in the United States and approximately 50 other countries. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Indiana, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names. The processing, formulation, packaging, labeling and advertising of the Company’s products are subject to regulation by various federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which the Company’s products are sold.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements, which have been prepared in accordance with the applicable rules of the Securities and Exchange Commission, include all adjustments (consisting of a normal and recurring nature) that management considers necessary to fairly state the Company's results of operations, financial position and cash flows. The December 31, 2015 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 10-K"). Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2016 . Revision for Sublease Rent Income The Company revised its presentation of sublease income received from its franchisees for prior year periods to conform to the current period’s presentation with no impact on previously reported gross profit, operating income, net income, shareholders’ equity or cash flow from operations. The Company is the primary obligor of the leases for the majority of its franchise store locations and makes rental payments directly to the landlord and separately bills the franchisee for reimbursement. Accordingly, beginning in the first quarter of 2016, sublease rental income received from franchisees is appropriately presented as “Revenue” compared with the previous presentation as a reduction to occupancy expense in “Cost of sales, including warehousing, distribution, and occupancy" on the consolidated statements of income. In addition, the deferred rent asset associated with recognizing sublease rental income for lease agreements that contain escalation clauses, which are fixed and determinable, on a straight-line basis is now appropriately presented in “Other long-term assets” compared with the previous presentation as a reduction to the deferred rent liability in “Other long-term liabilities" on the consolidated balance sheets. This revision is not material to prior periods. The following table includes the revisions to the 2015 consolidated statements of income: Three months ended September 30 Nine months ended September 30 Revenue: (in thousands) Prior to revision $ 672,244 $ 2,021,011 Revision 11,114 33,176 As Revised $ 683,358 $ 2,054,187 Cost of sales, including warehousing, distribution and occupancy: Prior to revision $ 421,600 $ 1,264,602 Revision 11,114 33,176 As Revised $ 432,714 $ 1,297,778 The following table includes the revision to the consolidated balance sheet: December 31, 2015 Other long-term assets: (in thousands) Prior to revision (*) $ 32,891 Revision 5,664 As Revised $ 38,555 Other long-term liabilities: Prior to revision $ 53,352 Revision 5,664 As Revised $ 59,016 (*) Includes the adoption of ASU 2015-03 and 2015-15 relating to the presentation of deferred financing fees as described below, which reclassified $ 3.3 million of debt issuance costs from "Other long-term assets" to "Long-term debt" at December 31, 2015 on the consolidated balance sheet. Correction of Prior Year Immaterial Error During the quarter ended March 31, 2015, the Company identified a $ 2.8 million error relating to prior periods in the calculation of the portion of the accrued payroll liability relating to certain amounts paid to store employees. The impact of this error was not material to any prior period. Consequently, the Company corrected the error in the first quarter of 2015 by increasing "Selling, general and administrative" expense on the consolidated statement of income and "Deferred revenue and other current liabilities" on the consolidated balance sheet by $ 2.8 million . The impact to net income was a decrease of $ 1.8 million for the nine months ended September 30, 2015. This correction had no impact on cash flows from operations for the prior year nine-month period. Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-03, which requires an entity to present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability, consistent with the treatment of debt discounts. This standard does not affect the recognition and measurement guidance for debt issuance costs. In August 2015, the FASB subsequently issued ASU 2015-15, which clarifies that ASU 2015-03 does not address the presentation of debt issuance costs related to line-of-credit arrangements. This standard is effective for fiscal years beginning after December 15, 2015. Accordingly, the Company adopted these standards during the first quarter of fiscal 2016, with retrospective application. Net debt issuance costs in the amount of $3.3 million , which were previously classified as "Other long-term assets" at December 31, 2015, were reclassified as a reduction to "Long-term debt" on the Company's consolidated balance sheet to conform to the current year presentation. Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting and reporting for share-based payments. Currently, the difference between the deduction for tax purposes and the compensation cost of a share-based payment award results in either an excess tax benefit or deficiency. These excess tax benefits are recognized in additional paid-in capital and tax deficiencies (to the extent there are previous tax benefits) are recognized as an offset to accumulated excess tax benefits. If no previous tax benefit exists, the deficiencies are recognized in the income statement. The changes require all excess tax benefits and tax deficiencies related to share-based payments be recognized as income tax expense or benefit in the income statement as opposed to equity. The excess tax benefit in the cash flow statement will also change from its current presentation as a financing activity to being classified with other income tax as an operating activity. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not expect the impact of this guidance to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. The Company has a significant number of leases, and as a result, expects this guidance to have a material impact on its consolidated balance sheet, the impact of which is currently being evaluated. In November 2015, the FASB issued ASU 2015-17, which requires an entity to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, which requires an entity that determines the cost of inventory by methods other than last-in, first-out and the retail inventory method to measure inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB subsequently issued ASU 2015-14, which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. Other Revisions In addition to the sublease rent revision and the adoption of ASU 2015-03 as explained above, certain amounts in the consolidated financial statements for prior year periods have been revised to conform to the current period's presentation. The impact to prior periods of these revisions was not significant with no impact on previously reported operating income, net income, cash flows from operations or stockholders' equity.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY The net realizable value of inventory consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Finished product ready for sale $ 557,076 $ 487,075 Work-in-process, bulk product and raw materials 58,993 62,242 Packaging supplies 5,796 6,568 Total inventory $ 621,865 $ 555,885

REFRANCHISING

REFRANCHISING	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
REFRANCHISING	REFRANCHISING Gains on Refranchising The Company has begun to execute its previously announced refranchising strategy, which includes increasing the proportion of its domestic stores that are franchise locations. During the nine months ended September 30, 2016, the Company refranchised 96 of its company-owned stores, including six refranchised during the three months ended September 30, 2016 and recorded refranchising gains of $18.3 million , of which $0.4 million related to the current quarter. The Company refranchised five and 12 stores, respectively, during the three and nine months ended September 30, 2015 and recorded refranchising gains of $0.9 million and $2.4 million during the respective periods. Refranchising gains are calculated by subtracting the carrying value of applicable assets disposed of from the sales proceeds. In addition, the initial franchise fee received is included in the gain along with any other costs incurred by the Company to get the underlying assets ready for sale. The Company recognizes gains on refranchising after the asset purchase agreement is signed, the franchisee has taken possession of the store and management is satisfied that the franchisee can meet its financial obligations. During the nine months ended September 30, 2016, the Company completed the refranchising of 84 stores to one franchisee for $ 28.6 million of net proceeds resulting in a gain of $ 16.5 million . The Company provided a short term promissory note as bridge financing while the franchisee secured third party bank loans. The demand note of $ 23.0 million was paid in July 2016, and together with a $ 0.5 million deposit and $ 5.1 million primarily related to inventory, resulted in a $ 28.6 million investing cash inflow in the nine months ending September 30, 2016. Held for Sale The Company classifies assets as held for sale when it commits to a plan to dispose of the assets by refranchising specific stores in their current condition at a price that is reasonable and the Company believes completing the sale within one year is probable without significant changes. Assets held for sale are recorded at the lower of their carrying value or fair value, less costs to sell and depreciation is ceased on assets at the time they are classified as held for sale. During the quarter ended September 30, 2016, the Company reclassified $1.8 million of the applicable assets of 10 company-owned stores previously presented as held for sale within “Prepaid and other current assets” to "Inventory," "Goodwill" and "Property, plant and equipment, net" in the accompanying consolidated balance sheet as the Company no longer expects to sell these assets during the next 12 months. Goodwill In connection with the Company's change in reportable segments described in Note 11, "Segments," the Company's Domestic Retail and Domestic Franchise reporting units were combined into one Domestic Stores reporting unit, consistent with how the segment manager now reviews this business effective in the second quarter of 2016. The amount of goodwill derecognized in a refranchising is determined by a fraction (the numerator of which is the fair value of the portion of the reporting unit being sold and the denominator of which is the fair value of the Domestic Stores reporting unit) that is applied to the total goodwill balance of the Domestic Stores reporting unit. The fair value of the portion of the reporting unit sold is determined by the sales price, which is generally based on the discounted future cash flows expected to be generated by the franchisee. Appropriate adjustments are made to the fair value determinations if such franchise agreement is determined to not be at prevailing market rates. In connection with the sale of 96 company-owned stores to franchisees during the nine months ended September 30, 2016, the Company derecognized $ 3.6 million of goodwill that was included in the carrying value of the assets sold.

GOODWILL AND OTHER LONG-LIVED A

GOODWILL AND OTHER LONG-LIVED ASSETS	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER LONG-LIVED ASSETS	GOODWILL AND OTHER LONG-LIVED ASSETS Interim Impairment Test Based on the Company's continued decline in operating results coupled with the sustained decrease in share price through September 30, 2016, management concluded a triggering event occurred in the current quarter requiring an interim goodwill impairment test for all of its reporting units as of September 30, 2016. Based on the results of this interim test, management concluded that all of the Company's reporting units had fair values in excess of their respective carrying values. Approximately $ 12 million of goodwill associated with the Lucky Vitamin reporting unit had an estimated fair value that exceeded its carrying value by less than 15% consistent with the 2015 annual test performed. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair value of the Lucky Vitamin reporting unit below its carrying value, an impairment charge may be recognized in a future period. Management estimated the fair value of its reporting units using the discounted cash flow method (income approach). Management also performed a quantitative impairment test for its indefinite-lived brand intangible assets and concluded that the fair values were in excess of their respective carrying values. The relief from royalty method (income approach) was used to calculate the fair value of the Retail brand and the excess earnings method (income approach) was used to calculate the fair value of the Franchise brand. Management also evaluated its definite-long-lived assets consisting of property, equipment and other intangible assets. This impairment test resulted in a $3.0 million charge related to certain of the Company's under-performing stores in the three months ended September 30, 2016 presented as "Long-lived asset impairments" in the accompanying statement of income within the U.S. and Canada segment. For individual under-performing stores and those stores with expected future losses, the impairment test was performed at the individual store level as this is the lowest level which identifiable cash flows are largely independent of other groups of assets and liabilities. This test was performed by comparing estimated future undiscounted cash flows expected to result from the long-lived assets to the carrying value of the asset group, consisting of fixed assets and inventory. Under-performing stores were generally defined as those with historical and expected future losses. If the undiscounted estimated cash flows are less than the carrying value of the asset group, an impairment charge is calculated by subtracting the estimated fair value of property and equipment from its carrying value. Fair value is estimated using a discounted cash flow method (income approach) utilizing the undiscounted cash flows computed in the first step of the test. Discount Supplements During the third quarter of 2015, due to the declining financial performance and the Company’s decision to review strategic options for the business a triggering event occurred requiring an interim goodwill impairment review of the Discount Supplements reporting unit as of September 30, 2015. The Company determined the fair value of the Discount Supplements reporting unit at September 30, 2015 using a discounted cash flow method (income approach). As a result of the review, the Company concluded that the carrying value of the Discount Supplements reporting unit exceeded its fair value and proceeded to step two of the impairment analysis. Based on the results of step two, the Company concluded that this reporting unit was fully impaired; as a result, a goodwill impairment charge of $23.3 million was recorded in the third quarter of 2015. As a result of the impairment indicators, the Company also performed an impairment analysis with respect to the definite-long-lived assets of Discount Supplements, consisting of trade name and website intangibles and property and equipment. The fair value of these assets were determined using various income approaches. Based on the results of the analyses, the Company recorded impairment charges of $4.4 million on the trade name and website intangible assets and $0.6 million on property and equipment. All of the aforementioned charges totaling $28.3 million were recorded in "Long-lived asset impairments" in the consolidated statement of income for the nine months ended September 30, 2015. The Company sold Discount Supplements in the fourth quarter of 2015. Goodwill The following table summarizes the Company's goodwill activity: U.S. and Canada International Manufacturing/ Wholesale Total (in thousands) Balance at December 31, 2015 $ 403,874 $ 43,177 $ 202,841 $ 649,892 Acquired franchise stores 1,391 — — 1,391 Translation effect of exchange rates 21 151 — 172 Franchise conversions (3,649 ) — — (3,649 ) Balance at September 30, 2016 $ 401,637 $ 43,328 $ 202,841 $ 647,806 Intangible Assets Intangible assets other than goodwill consisted of the following: Retail Brand Franchise Brand Operating Agreements Other Intangibles Total (in thousands) Balance at December 31, 2015 $ 500,000 $ 220,000 $ 112,359 $ 6,845 $ 839,204 Acquired franchise stores — — — 280 280 Amortization expense — — (4,990 ) (1,309 ) (6,299 ) Translation effect of exchange rates — — — 12 12 Balance at September 30, 2016 $ 500,000 $ 220,000 $ 107,369 $ 5,828 $ 833,197 The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset: Weighted- Average Life September 30, 2016 December 31, 2015 Cost Accumulated Amortization Carrying Amount Cost Accumulated Amortization Carrying Amount (in thousands) Brands - retail Indefinite $ 500,000 $ — $ 500,000 $ 500,000 $ — $ 500,000 Brands - franchise Indefinite 220,000 — 220,000 220,000 — 220,000 Retail agreements 30.3 31,000 (10,197 ) 20,803 31,000 (9,407 ) 21,593 Franchise agreements 25.0 70,000 (26,717 ) 43,283 70,000 (24,617 ) 45,383 Manufacturing agreements 25.0 70,000 (26,717 ) 43,283 70,000 (24,617 ) 45,383 Other intangibles 11.8 10,239 (5,347 ) 4,892 10,222 (4,560 ) 5,662 Franchise rights 3.0 7,486 (6,550 ) 936 7,206 (6,023 ) 1,183 Total $ 908,725 $ (75,528 ) $ 833,197 $ 908,428 $ (69,224 ) $ 839,204 The following table represents future estimated amortization expense of intangible assets with finite lives at September 30, 2016: Years ending December 31, Estimated amortization expense (in thousands) 2016 (remainder) $ 1,946 2017 7,627 2018 7,426 2019 7,286 2020 7,223 Thereafter 81,689 Total $ 113,197

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: September 30, December 31, (in thousands) Term Loan Facility (net of $1.7 million and $2.2 million discount) $ 1,171,457 $ 1,174,369 Revolving Credit Facility 137,000 43,000 Notes 242,675 235,085 Debt issuance costs (2,544 ) (3,276 ) Total debt 1,548,588 1,449,178 Less: current maturities (4,550 ) (4,550 ) Long-term debt $ 1,544,038 $ 1,444,628 The Company maintains a $1.2 billion term loan facility (the “Term Loan Facility”) that matures in March 2019. The Company also maintains a $300.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”) that matures in September 2018 as described in more detail below. At September 30, 2016 and December 31, 2015 , the interest rate under the Term Loan Facility was 3.25% . The Revolving Credit Facility had a weighted average interest rate of 2.7% and 2.6% at September 30, 2016 and December 31, 2015 , respectively. At September 30, 2016 and December 31, 2015 , the commitment fee on the undrawn portion of the Revolving Credit Facility was 0.5% , and the fee on outstanding letters of credit was 2.50% . Refinancing of Revolving Credit Facility The Company amended the Revolving Credit Facility on March 4, 2016, to extend its maturity from March 2017 to September 2018 and increase total availability from $ 130.0 million to $ 300.0 million . In connection with this transaction, the Company incurred $ 1.7 million of costs, which were capitalized as deferred financing fees within "Other long-term assets" and will be amortized to interest expense over the new term of the Revolving Credit Facility. At September 30, 2016 , the Company had $ 157.4 million available under the Revolving Credit Facility, after giving effect to $ 137.0 million of borrowings outstanding and $ 5.6 million utilized to secure letters of credit. Convertible Debt Summary of Terms . On August 10, 2015, the Company issued $ 287.5 million principal amount of 1.5% convertible senior notes due 2020 (the “Notes”) in a private offering. The Notes are governed by the terms of an indenture between the Company and BNY Mellon Trust Company, N.A., as the Trustee (the "Indenture"). The Notes will mature on August 15, 2020, unless earlier purchased by the Company or converted. The Notes will bear interest at a rate of 1.5% per annum, and additionally will be subject to special interest in connection with any failure of the Company to perform certain of its obligations under the Indenture. The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are considered “events of default” under the Notes, which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the Notes. The Notes are fully and unconditionally guaranteed by certain operating subsidiaries of the Company (“Subsidiary Guarantors”) and are subordinated to the Subsidiary Guarantors obligations from time to time with respect to the Senior Credit Facility and ranks equal in right of payment with respect to the Subsidiary Guarantor’s other obligations. The initial conversion rate applicable to the Notes is 15.1156 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $66.16 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change" as defined in the Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Prior to May 15, 2020, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2015, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the 5 consecutive business day period after any 10 consecutive trading day period in which, for each day of that period, the trading price per $ 1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. On and after May 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $ 1,000 . The Notes consist of the following components: September 30, 2016 December 31, 2015 (in thousands) Liability component Principal $ 287,500 $ 287,500 Conversion feature (39,493 ) (46,271 ) Discount related to debt issuance costs (5,332 ) (6,144 ) Net carrying amount $ 242,675 $ 235,085 Equity component Conversion feature $ 49,680 $ 49,680 Debt issuance costs (1,421 ) (1,421 ) Deferred taxes (17,750 ) (17,750 ) Net amount recorded in additional paid-in capital $ 30,509 $ 30,509 Interest Expense Interest expense consisted of the following: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Senior Credit Facility: Term Loan Facility coupon $ 9,753 $ 10,390 $ 29,076 $ 32,366 Revolver 1,359 172 3,420 510 Amortization of discount and debt issuance costs 591 1,243 1,775 2,168 Total Senior Credit Facility 11,703 11,805 34,271 35,044 Notes: Coupon 1,078 623 3,234 623 Amortization of conversion feature 2,294 1,218 6,778 1,218 Amortization of discount and debt issuance costs 290 147 845 147 Total Notes 3,662 1,988 10,857 1,988 Interest income and other (5 ) (40 ) (50 ) (120 ) Interest expense, net $ 15,360 $ 13,753 $ 45,078 $ 36,912

FAIR VALUE MEASUREMENTS AND FIN

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS	FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS Accounting Standards Codification 820, Fair Value Measurements and Disclosures defines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 — observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2 — observable inputs such as 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, other inputs that are observable, or can be corroborated by observable market data; and Level 3 — unobservable inputs for which there are little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued liabilities and the Revolving Credit Facility approximate their respective fair values. Based on the interest rates currently available and their underlying risk, the carrying value of franchise notes receivable recorded in "Other long-term assets" approximates its fair value. The carrying value and estimated fair value of the Term Loan Facility and Notes (excluding the equity component classified in stockholders' equity) were as follows: September 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Term Loan Facility $ 1,171,457 $ 1,172,921 $ 1,174,369 $ 1,145,010 Notes 242,675 213,491 235,085 188,940 The fair value of the Term Loan Facility was determined using the instrument’s trading value in markets that are not active, which are considered Level 2 inputs. The fair value of the Notes was determined based on quoted market prices and bond terms and conditions, which are considered Level 2 inputs. As described in Note 5, "Goodwill and Other Long-Lived Assets," the Company recorded asset impairments in the three months ended September 30, 2016 and 2015. This resulted in property and equipment at certain of the Company's corporate stores at September 30, 2016 and goodwill and definite-long-lived assets of Discount Supplements (which was sold in the fourth quarter of 2015) at September 30, 2015 being measured at fair value on a non-recurring basis using Level 3 inputs.

CONTINGENCIES

CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIES The Company is engaged in various legal actions, claims and proceedings arising in the normal course of business, including claims related to breach of contracts, product liabilities, intellectual property matters and employment-related matters resulting from the Company's business activities. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. During the three months ended September 30, 2016, the Company recorded $5.1 million in legal-related charges associated with a Pennsylvania fluctuating workweek wage issue, the Jason Olive case and a government regulation matter, the amounts of which were individually immaterial. These items are explained in more detail below. If the Company ultimately is required to make additional payments in connection with an adverse outcome in any of the matters discussed below, it is possible that it could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. The Company's contingencies are subject to substantial uncertainties, including for each such contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii) the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether the proceedings involve a large number of parties and/or parties and claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear; (vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement posture of the parties. Consequently, except as otherwise noted below with regard to a particular matter, the Company cannot predict with any reasonable certainty the timing or outcome of the legal matters described below, and the Company is unable to estimate a possible loss or range of loss. As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse effect on its business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of $4.0 million per claim with an aggregate cap on retained loss of $10.0 million . The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such parties’ insurance policies. The Company is also entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra or Kava Kava sold prior to December 5, 2003. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. Consequently, the Company may incur material product liability claims, which could increase its costs and adversely affect its reputation, revenue and operating income. Litigation DMAA / Aegeline Claims . Prior to December 2013, the Company sold products manufactured by third parties that contained derivatives from geranium known as 1.3-dimethylpentylamine/dimethylamylamine/13-dimethylamylamine, or "DMAA," which were recalled from the Company's stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of September 30, 2016, the Company was named in 30 personal injury lawsuits involving products containing DMAA and/or Aegeline. As a general matter, the proceedings associated with these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any losses that may arise from these matters are not probable or reasonably estimable at this time. The Company is contractually entitled to indemnification by its third-party vendors with regard to these matters, although the Company’s ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of the vendors and/or their insurance coverage and the absence of any significant defenses available to its insurer. California Wage and Break Claims. In July 2011, Charles Brewer, on behalf of himself and all others similarly situated, sued General Nutrition Corporation in federal court, alleging state and federal wage and hour claims. In October 2011, plaintiff filed an eight -count amended complaint alleging, among other matters, meal, rest break and overtime violations on behalf of sales associates and store managers. In January 2013, the Court conditionally certified a Fair Labor Standards Act ("FLSA") class with respect to one of Plaintiff's claims, and in November 2014, the Court granted in part and denied in part the plaintiff's motion to certify a California class and granted the Company's motion for decertification of the FLSA class. In May 2015, plaintiffs filed a motion for partial summary judgment as to the Company's alleged liability for non-compliant wage statements, which was granted in part and denied in part in September 2015. On February 5, 2016, the Company and attorneys representing the putative class agreed to class-wide settlements of the Brewer case and an additional, immaterial case raising similar claims, pursuant to which the Company agreed to pay up to $ 9.5 million in the aggregate, including attorneys’ fees and costs. Following a hearing on August 23, 2016, the Court approved the settlement agreement and dismissed the case with prejudice. As a result of this settlement, the Company recorded a charge of $6.3 million in the fourth quarter of 2015, in addition to $3.2 million previously accrued in the first quarter of 2015. On February 29, 2012, former Senior Store Manager, Elizabeth Naranjo, individually and on behalf of all others similarly situated, sued General Nutrition Corporation in the Superior Court of the State of California for the County of Alameda. The complaint contains eight causes of action, alleging, among other matters, meal, rest break and overtime violations. As of September 30, 2016, an immaterial liability has been accrued in the accompanying financial statements. Pennsylvania Fluctuating Workweek . On September 18, 2013, Tawny Chevalier and Andrew Hiller commenced a class action in the Court of Common Pleas of Allegheny County, Pennsylvania. Plaintiff asserted a claim against the Company for a purported violation of the Pennsylvania Minimum Wage Act (PMWA), challenging the Company’s utilization of the “fluctuating workweek” method to calculate overtime compensation, on behalf of all employees who worked for the Company in Pennsylvania and who were paid according to the fluctuating workweek method. In October 2014, the Court entered an order holding that the use of the fluctuating workweek method violated the PMWA. In September 2016, the Court entered judgment in favor of Plaintiffs and the class in an immaterial amount, which has been recorded as a charge in the quarter ended September 30, 2016 in the accompanying consolidated financial statements. Plaintiffs subsequently filed a petition for an award of attorney’s fees, costs and incentive payments; that petition is pending. The Company appealed from the adverse judgment; the appeal is pending. Jason Olive v. General Nutrition Corp. In April 2012, Jason Olive filed a complaint in the Superior Court of California, County of Los Angeles, for misappropriation of likeness in which he alleges that the Company continued to use his image in stores after the expiration of the license to do so in violation of common law and California statutes. Mr. Olive is seeking compensatory, punitive and statutory damages and attorneys’ fees and costs. The trial in this matter began on July 20, 2016 and concluded on August 8, 2016. The jury awarded plaintiff immaterial amounts for actual damages and emotional distress damages, which are accrued in the Company's accompanying financial statements. The jury refused to award plaintiff any of the profits he sought to disgorge, or punitive damages. The court has not yet entered judgment in the case. In addition to the verdict, the Company expects Mr. Olive to seek attorneys’ fees and other costs in a total amount as yet unknown to the Company; because this amount cannot be reasonably estimated at this time, no amount has been accrued in the financial statements. Oregon Attorney General. On October 22, 2015, the Attorney General for the State of Oregon sued General Nutrition Corporation in Multnomah County Circuit Court for alleged violations of Oregon’s Unlawful Trade Practices Act, in connection with its sale in Oregon of certain third-party products, which was amended on September 19, 2016 to add allegations related to products containing DMAA and oxilofrine. The Company intends to continue to vigorously defend against all of these allegations. As any losses that may arise from this matter are not probable or reasonably estimable at this time, no liability has been accrued in the accompanying interim consolidated financial statements. Moreover, the Company does not anticipate that any such losses are likely to have a material impact on the Company, its business or results of operations. The Company is contractually entitled to indemnification and defense by its third-party vendors. Ultimately, however, the Company's ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of its vendors and/or their insurance coverage and the absence of any significant defenses available to their insurers. Government Regulation I n November 2013, the Company received a subpoena from the U.S. Department of Justice (“DOJ”) for information related to its investigation of a third party product vendor, USP Labs, LLC. GNC fully cooperated with the investigation of the vendor and the related products, all of which were discontinued by GNC in 2013. In October 2016, the Company reached agreement in principle with DOJ in connection with the Company’s cooperation; which agreement would acknowledge GNC relied on the representations and written guarantees of USP Labs and GNC’s representation that it did not knowingly sell products not in compliance with the FDCA. Under the agreement, which would include an immaterial payment to the federal government, GNC will take a number of actions to broaden industry-wide knowledge of prohibited ingredients and improve compliance by vendors of third party products. These actions are in keeping with the leadership role GNC has taken in setting industry quality and compliance standards, and GNC’s commitment over the course of the agreement ( 60 months ) to support a combination of GNC and industry initiatives. Environmental Compliance In March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that the Company investigate contamination associated with historical activities at its South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from the facility. The Company entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, the Company is completing additional investigations with the DHEC's approval. The Company installed and began operating a pilot vapor extraction system under a portion of the facility in the second half of 2016, which was an immaterial cost to the Company, with DHEC’s approval to assess the effectiveness of such a remedial system. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any additional remedial action that may be required, the ultimate cost of remediation, or the amount of the Company's potential liability, therefore no liability is recorded. In addition to the foregoing, the Company is subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation and disposal of the Company's non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company is also subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect the Company's ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of the Company's properties or properties at which the Company's waste has been disposed. However, compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the Company's capital expenditures, earnings, financial position, liquidity or competitive position. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to environmental and health and safety laws and regulations and that any liabilities for noncompliance will not have a material adverse effect on its business, financial performance or cash flows. However, it is difficult to predict future liabilities and obligations, which could be material.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The following table represents the Company's basic and dilutive weighted-average shares: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Basic weighted-average shares 68,190 83,669 69,808 85,663 Effect of dilutive stock-based awards 125 289 131 267 Diluted weighted-average shares 68,315 83,958 69,939 85,930 The following awards were not included in the computation of diluted EPS because the impact of applying the treasury stock method was antidilutive or because certain conditions have not been met with respect to the Company's performance-based and market-based awards. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Antidilutive: Time-based 1,120 176 1,011 159 Market-based — — 56 — Contingently issuable: Performance-based 130 139 133 138 Market-based 167 — 112 — Total stock-based awards 1,417 315 1,312 297 The Company has the intent and ability to settle the principal portion of its Notes in cash, and as such, has applied the treasury stock method, which has resulted in all underlying convertible shares being anti-dilutive as the Company's average stock price in the current quarter is less than the conversion price. Refer to Note 6, "Long-term debt" for more information on the Notes.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM	STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM Stock and Incentive Plans The Company has outstanding stock-based compensation awards that were granted by the Compensation and Organizational Development Committee (the “Compensation Committee”) of Holdings’ board of directors (the "Board") under the following two stock-based employee compensation plans: • the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the "2015 Stock Plan") amended and adopted in May 2015, formerly the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “2011 Stock Plan”) adopted in March 2011; and • the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan adopted in March 2007 (as amended, the “2007 Stock Plan”). Both plans have provisions allowing for the granting of stock options, restricted stock and other stock-based awards and are available to eligible employees, directors, consultants or advisers as determined by the Compensation Committee. The Company will not grant any additional awards under the 2007 Stock Plan. Up to 11.5 million shares of common stock may be issued under the 2015 Stock plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant), of which 7.2 million shares remain available for issuance as of September 30, 2016. The following table sets forth a summary of all stock-based compensation awards outstanding under all plans: September 30, 2016 December 31, 2015 (in thousands) Time-based stock options 1,153 688 Time-based restricted stock awards 310 194 Performance-based restricted stock awards 138 141 Market-based restricted stock awards 169 — Total 1,770 1,023 Stock-Based Compensation Activity During the nine months ended September 30, 2016 , the Company granted the following stock-based compensation awards: (in thousands) Time-based stock options 644 Time-based restricted stock awards 278 Market-based restricted stock awards 171 Total 1,093 Time-based stock options vest 25% per year over a period of four years and the fair value was determined using the Black-Scholes model. Key assumptions used for the options granted during the current year period include a dividend yield between 2.31% and 3.80% , an expected term of 6.3 years, volatility between 30.1% and 30.7% , and a risk-free rate between 1.27% and 1.90% . Time-based restricted stock awards vest one-third per year over a period of three years. Market-based awards vest at the end of a three -year period based upon total shareholder return compared with that of a selected group of peer companies. Total shareholder return is defined as share price appreciation plus the value of dividends paid during the three -year vesting period. Fair value of these awards was determined using a Monte Carlo simulation, which requires various inputs and assumptions, including the Company's common stock price. Compensation cost for these awards is recognized regardless of whether the market condition is achieved. Vested shares may range from 0% to 200% of the original target. Key assumptions used in the Monte Carlo simulation for the awards granted during the year include peer group volatility of 34.2% and a risk-free rate of 0.89% . The above awards granted during the nine months ended September 30, 2016 will result in compensation expense of $13.7 million , net of expected forfeitures, over the service period from the applicable grant date through the date of vesting. The Company recognized $4.2 million and $1.7 million of total non-cash stock-based compensation expense for the three months ended September 30, 2016 and 2015, respectively and $7.2 million and $4.7 million for the nine months ended September 30, 2016 and 2015. At September 30, 2016 , there was approximately $13.0 million of total unrecognized compensation cost related to non-vested stock-based compensation, net of expected forfeitures, for all awards previously made that are expected to be recognized over a weighted-average period of approximately 1.6 years . On July 28, 2016, the Company announced the departure from the Company and resignation from the Board of Michael G. Archbold, its former Chief Executive Officer, effective July 27, 2016. During the three months ended September 30, 2016 in connection with Mr. Archbold's departure, the Company recognized $4.5 million in severance expense of which $2.3 million relates to the acceleration of non-cash stock-based compensation. Share Repurchase Program In August 2015, the Board approved a $500.0 million multi-year repurchase program in addition to the $500.0 million multi-year program approved in August 2014, bringing the aggregate share repurchase program to $1.0 billion of Holdings' common stock. Holdings repurchased $229.2 million of common stock during the nine months ended September 30, 2016 and has utilized $802.2 million of the current repurchase program. As of September 30, 2016 , $197.8 million remains available for purchase under the program.

SEGMENTS

SEGMENTS	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS The Company’s refranchising strategy, which is increasing the proportion of domestic stores that are franchise locations in 2016 and beyond, has resulted in a change in the Company’s organizational structure and the financial reporting utilized by the Company’s chief operating decision maker (its chief executive officer) to assess performance and allocate resources; as a result, the Company's reportable segments have changed effective in the second quarter of 2016. The Company believes that the new segments better present management’s new view of the business. The Company aggregates its operating segments into three reportable segments, which effective in the second quarter of 2016, include U.S. and Canada, International and Manufacturing / Wholesale. In connection with the change in the Company's segment reporting, warehousing and distribution costs have been allocated to each reportable segment, as appropriate. The Company's chief operating decision maker evaluates segment operating results based primarily on performance indicators, including revenue and operating income. Operating income of each reportable segment excludes certain items that are managed at the consolidated level, such as corporate costs. The Manufacturing / Wholesale segment manufactures and sells product to the U.S. and Canada and International segments at cost with a markup, which is eliminated at consolidation. The following table shows the new reportable segments compared with the previous reporting structure. Old New Segment: Retail Includes: Company-owned stores in the U.S., Puerto Rico and Canada, The Health Store and e-commerce including Discount Supplements, which was sold in the fourth quarter of 2015 Segment: U.S. and Canada Includes: Company-owned stores in the U.S., Puerto Rico and Canada, franchise stores in the U.S. and e-commerce Segment: Franchise Includes: Domestic and international franchise locations and China operations Segment: International Includes: Franchise locations in approximately 50 countries, The Health Store and China operations Segment: Manufacturing / Wholesale Includes: Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners Segment: Manufacturing / Wholesale Includes: Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners (no change from old) Other Includes: Discount Supplements, an e-commerce business which was sold in the fourth quarter of 2015 The following table represents key financial information for each of the Company's reportable segments. Refer to Note 2, "Basis of Presentation" for a description of the prior period revision associated with sublease rent income. Three months ended September 30, Nine months ended September 30, 2016 2015 (*) 2016 2015 (*) (in thousands) Revenue: U.S. and Canada $ 525,505 $ 565,252 $ 1,671,048 $ 1,726,774 International 41,118 50,568 121,037 134,351 Manufacturing / Wholesale: Intersegment revenues 53,016 67,511 172,603 206,749 Third-party 61,341 61,620 178,002 173,377 Subtotal Manufacturing / Wholesale 114,357 129,131 350,605 380,126 Total reportable segment revenues 680,980 744,951 2,142,690 2,241,251 Other — 5,918 — 19,685 Elimination of intersegment revenues (53,016 ) (67,511 ) (172,603 ) (206,749 ) Total revenue $ 627,964 $ 683,358 $ 1,970,087 $ 2,054,187 Operating income: U.S. and Canada $ 65,292 $ 93,745 $ 256,142 $ 299,818 International 14,676 16,118 41,428 48,025 Manufacturing / Wholesale 17,395 22,521 53,719 63,589 Total reportable segment operating income 97,363 132,384 351,289 411,432 Unallocated corporate and other costs: Corporate costs (33,161 ) (20,643 ) (76,787 ) (69,967 ) Other 691 (29,591 ) 680 (32,072 ) Subtotal unallocated corporate and other costs (32,470 ) (50,234 ) (76,107 ) (102,039 ) Total operating income 64,893 82,150 275,182 309,393 Interest expense, net 15,360 13,753 45,078 36,912 Income before income taxes $ 49,533 $ 68,397 $ 230,104 $ 272,481 (*) Prior periods have been revised to present the Company's new reportable segments.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recognized $17.2 million of income tax expense (or 34.7% of pre-tax income) during the three months ended September 30, 2016 compared with $22.6 million (or 33.1% of pre-tax income) in the prior year quarter. The Company recognized $ 82.9 million of income tax expense (or 36.0% of pre-tax income) during the nine months ended September 30, 2016 compared with $ 96.1 million (or 35.3% of pre-tax income) for the same period in 2015. The Company's tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which it operates. As described in Note 5, "Goodwill and Other Long-Lived Assets, Net," the Company recorded a $ 28.3 million long-lived asset impairment in the prior year quarter related to the Discount Supplements business. The Company fully reduced the deferred income tax assets relating to net operating loss carryforwards of Discount Supplements by a valuation allowance the result of which was not material to the prior quarter results. The Company recorded a discrete tax benefit of $ 11.6 million in the prior year quarter due to the effect of an anticipated worthless stock deduction resulting from excess tax basis in the common shares of Discount Supplements. At September 30, 2016 and December 31, 2015 , the Company had $6.4 million and $7.3 million of unrecognized tax benefits, respectively, excluding interest and penalties, which if recognized, would affect the effective tax rate. The Company's liability for uncertain tax positions decreased by $ 3.1 million during the three month period ended September 30, 2015 due in part to the expiration of certain statutes of limitation with respect to the 2011 fiscal year. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company accrued $2.3 million and $1.8 million at September 30, 2016 and December 31, 2015 , respectively, for potential interest and penalties associated with uncertain tax positions. To the extent interest and penalties are not assessed with respect to the ultimate settlement of uncertain tax positions, amounts previously accrued will be reversed as a reduction to income tax expense. Holdings files a consolidated federal tax return and various consolidated and separate tax returns as prescribed by the tax laws of the state, local and international jurisdictions in which it and its subsidiaries operate. The statutes of limitation for the Company’s U.S. federal income tax returns are closed for years through 2011. The Company's 2010 and 2011 federal income tax returns have been examined by the Internal Revenue Service. The Internal Revenue Service closed the examination without making any material adjustments to the returns. The Company has various state and local jurisdiction tax years open to possible examination (the earliest open period is generally 2011), and the Company also has certain state and local tax filings currently under audit.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 21, 2016, the Company announced that its Board authorized and declared a cash dividend for the fourth quarter of 2016 of $0.20 per share of common stock, payable on or about December 30, 2016 to stockholders of record as of the close of business on December 16, 2016.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-03, which requires an entity to present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability, consistent with the treatment of debt discounts. This standard does not affect the recognition and measurement guidance for debt issuance costs. In August 2015, the FASB subsequently issued ASU 2015-15, which clarifies that ASU 2015-03 does not address the presentation of debt issuance costs related to line-of-credit arrangements. This standard is effective for fiscal years beginning after December 15, 2015. Accordingly, the Company adopted these standards during the first quarter of fiscal 2016, with retrospective application. Net debt issuance costs in the amount of $3.3 million , which were previously classified as "Other long-term assets" at December 31, 2015, were reclassified as a reduction to "Long-term debt" on the Company's consolidated balance sheet to conform to the current year presentation. Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting and reporting for share-based payments. Currently, the difference between the deduction for tax purposes and the compensation cost of a share-based payment award results in either an excess tax benefit or deficiency. These excess tax benefits are recognized in additional paid-in capital and tax deficiencies (to the extent there are previous tax benefits) are recognized as an offset to accumulated excess tax benefits. If no previous tax benefit exists, the deficiencies are recognized in the income statement. The changes require all excess tax benefits and tax deficiencies related to share-based payments be recognized as income tax expense or benefit in the income statement as opposed to equity. The excess tax benefit in the cash flow statement will also change from its current presentation as a financing activity to being classified with other income tax as an operating activity. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not expect the impact of this guidance to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. The Company has a significant number of leases, and as a result, expects this guidance to have a material impact on its consolidated balance sheet, the impact of which is currently being evaluated. In November 2015, the FASB issued ASU 2015-17, which requires an entity to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, which requires an entity that determines the cost of inventory by methods other than last-in, first-out and the retail inventory method to measure inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB subsequently issued ASU 2015-14, which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. Other Revisions In addition to the sublease rent revision and the adoption of ASU 2015-03 as explained above, certain amounts in the consolidated financial statements for prior year periods have been revised to conform to the current period's presentation. The impact to prior periods of these revisions was not significant with no impact on previously reported operating income, net income, cash flows from operations or stockholders' equity.

BASIS OF PRESENTATION (Tables)

BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Schedule of Prior Period Revisions in Presentation	The following table includes the revisions to the 2015 consolidated statements of income: Three months ended September 30 Nine months ended September 30 Revenue: (in thousands) Prior to revision $ 672,244 $ 2,021,011 Revision 11,114 33,176 As Revised $ 683,358 $ 2,054,187 Cost of sales, including warehousing, distribution and occupancy: Prior to revision $ 421,600 $ 1,264,602 Revision 11,114 33,176 As Revised $ 432,714 $ 1,297,778 The following table includes the revision to the consolidated balance sheet: December 31, 2015 Other long-term assets: (in thousands) Prior to revision (*) $ 32,891 Revision 5,664 As Revised $ 38,555 Other long-term liabilities: Prior to revision $ 53,352 Revision 5,664 As Revised $ 59,016 (*) Includes the adoption of ASU 2015-03 and 2015-15 relating to the presentation of deferred financing fees as described below, which reclassified $ 3.3 million of debt issuance costs from "Other long-term assets" to "Long-term debt" at December 31, 2015 on the consolidated balance sheet.

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Schedule of Net Realizable Value of Inventory	The net realizable value of inventory consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Finished product ready for sale $ 557,076 $ 487,075 Work-in-process, bulk product and raw materials 58,993 62,242 Packaging supplies 5,796 6,568 Total inventory $ 621,865 $ 555,885

GOODWILL AND OTHER LONG-LIVED23

GOODWILL AND OTHER LONG-LIVED ASSETS GOODWILL AND OTHER LONG-LIVED ASSETS (Tables)	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The following table summarizes the Company's goodwill activity: U.S. and Canada International Manufacturing/ Wholesale Total (in thousands) Balance at December 31, 2015 $ 403,874 $ 43,177 $ 202,841 $ 649,892 Acquired franchise stores 1,391 — — 1,391 Translation effect of exchange rates 21 151 — 172 Franchise conversions (3,649 ) — — (3,649 ) Balance at September 30, 2016 $ 401,637 $ 43,328 $ 202,841 $ 647,806
Schedule of Finite Lived and Indefinite Lived Intangible Assets Activity	Intangible assets other than goodwill consisted of the following: Retail Brand Franchise Brand Operating Agreements Other Intangibles Total (in thousands) Balance at December 31, 2015 $ 500,000 $ 220,000 $ 112,359 $ 6,845 $ 839,204 Acquired franchise stores — — — 280 280 Amortization expense — — (4,990 ) (1,309 ) (6,299 ) Translation effect of exchange rates — — — 12 12 Balance at September 30, 2016 $ 500,000 $ 220,000 $ 107,369 $ 5,828 $ 833,197
Schedule of Finite Lived and Indefinite Lived Intangible Assets	The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset: Weighted- Average Life September 30, 2016 December 31, 2015 Cost Accumulated Amortization Carrying Amount Cost Accumulated Amortization Carrying Amount (in thousands) Brands - retail Indefinite $ 500,000 $ — $ 500,000 $ 500,000 $ — $ 500,000 Brands - franchise Indefinite 220,000 — 220,000 220,000 — 220,000 Retail agreements 30.3 31,000 (10,197 ) 20,803 31,000 (9,407 ) 21,593 Franchise agreements 25.0 70,000 (26,717 ) 43,283 70,000 (24,617 ) 45,383 Manufacturing agreements 25.0 70,000 (26,717 ) 43,283 70,000 (24,617 ) 45,383 Other intangibles 11.8 10,239 (5,347 ) 4,892 10,222 (4,560 ) 5,662 Franchise rights 3.0 7,486 (6,550 ) 936 7,206 (6,023 ) 1,183 Total $ 908,725 $ (75,528 ) $ 833,197 $ 908,428 $ (69,224 ) $ 839,204
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The following table represents future estimated amortization expense of intangible assets with finite lives at September 30, 2016: Years ending December 31, Estimated amortization expense (in thousands) 2016 (remainder) $ 1,946 2017 7,627 2018 7,426 2019 7,286 2020 7,223 Thereafter 81,689 Total $ 113,197

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following: September 30, December 31, (in thousands) Term Loan Facility (net of $1.7 million and $2.2 million discount) $ 1,171,457 $ 1,174,369 Revolving Credit Facility 137,000 43,000 Notes 242,675 235,085 Debt issuance costs (2,544 ) (3,276 ) Total debt 1,548,588 1,449,178 Less: current maturities (4,550 ) (4,550 ) Long-term debt $ 1,544,038 $ 1,444,628
Components of Convertible Debt	The Notes consist of the following components: September 30, 2016 December 31, 2015 (in thousands) Liability component Principal $ 287,500 $ 287,500 Conversion feature (39,493 ) (46,271 ) Discount related to debt issuance costs (5,332 ) (6,144 ) Net carrying amount $ 242,675 $ 235,085 Equity component Conversion feature $ 49,680 $ 49,680 Debt issuance costs (1,421 ) (1,421 ) Deferred taxes (17,750 ) (17,750 ) Net amount recorded in additional paid-in capital $ 30,509 $ 30,509
Schedule of Interest Expense	Interest expense consisted of the following: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Senior Credit Facility: Term Loan Facility coupon $ 9,753 $ 10,390 $ 29,076 $ 32,366 Revolver 1,359 172 3,420 510 Amortization of discount and debt issuance costs 591 1,243 1,775 2,168 Total Senior Credit Facility 11,703 11,805 34,271 35,044 Notes: Coupon 1,078 623 3,234 623 Amortization of conversion feature 2,294 1,218 6,778 1,218 Amortization of discount and debt issuance costs 290 147 845 147 Total Notes 3,662 1,988 10,857 1,988 Interest income and other (5 ) (40 ) (50 ) (120 ) Interest expense, net $ 15,360 $ 13,753 $ 45,078 $ 36,912

FAIR VALUE MEASUREMENTS AND F25

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Schedule of Actual and Estimated Fair Values of the Financial Instruments	The carrying value and estimated fair value of the Term Loan Facility and Notes (excluding the equity component classified in stockholders' equity) were as follows: September 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Term Loan Facility $ 1,171,457 $ 1,172,921 $ 1,174,369 $ 1,145,010 Notes 242,675 213,491 235,085 188,940

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of Weighted Average Number of Shares	The following table represents the Company's basic and dilutive weighted-average shares: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Basic weighted-average shares 68,190 83,669 69,808 85,663 Effect of dilutive stock-based awards 125 289 131 267 Diluted weighted-average shares 68,315 83,958 69,939 85,930 The following awards were not included in the computation of diluted EPS because the impact of applying the treasury stock method was antidilutive or because certain conditions have not been met with respect to the Company's performance-based and market-based awards. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 (in thousands) Antidilutive: Time-based 1,120 176 1,011 159 Market-based — — 56 — Contingently issuable: Performance-based 130 139 133 138 Market-based 167 — 112 — Total stock-based awards 1,417 315 1,312 297

STOCK-BASED COMPENSATION PLAN27

STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Share-Based Compensation Awards	During the nine months ended September 30, 2016 , the Company granted the following stock-based compensation awards: (in thousands) Time-based stock options 644 Time-based restricted stock awards 278 Market-based restricted stock awards 171 Total 1,093 The following table sets forth a summary of all stock-based compensation awards outstanding under all plans: September 30, 2016 December 31, 2015 (in thousands) Time-based stock options 1,153 688 Time-based restricted stock awards 310 194 Performance-based restricted stock awards 138 141 Market-based restricted stock awards 169 — Total 1,770 1,023

SEGMENTS (Tables)

SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Schedule of Key Financial Information of the Segments	The following table shows the new reportable segments compared with the previous reporting structure. Old New Segment: Retail Includes: Company-owned stores in the U.S., Puerto Rico and Canada, The Health Store and e-commerce including Discount Supplements, which was sold in the fourth quarter of 2015 Segment: U.S. and Canada Includes: Company-owned stores in the U.S., Puerto Rico and Canada, franchise stores in the U.S. and e-commerce Segment: Franchise Includes: Domestic and international franchise locations and China operations Segment: International Includes: Franchise locations in approximately 50 countries, The Health Store and China operations Segment: Manufacturing / Wholesale Includes: Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners Segment: Manufacturing / Wholesale Includes: Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners (no change from old) Other Includes: Discount Supplements, an e-commerce business which was sold in the fourth quarter of 2015 The following table represents key financial information for each of the Company's reportable segments. Refer to Note 2, "Basis of Presentation" for a description of the prior period revision associated with sublease rent income. Three months ended September 30, Nine months ended September 30, 2016 2015 (*) 2016 2015 (*) (in thousands) Revenue: U.S. and Canada $ 525,505 $ 565,252 $ 1,671,048 $ 1,726,774 International 41,118 50,568 121,037 134,351 Manufacturing / Wholesale: Intersegment revenues 53,016 67,511 172,603 206,749 Third-party 61,341 61,620 178,002 173,377 Subtotal Manufacturing / Wholesale 114,357 129,131 350,605 380,126 Total reportable segment revenues 680,980 744,951 2,142,690 2,241,251 Other — 5,918 — 19,685 Elimination of intersegment revenues (53,016 ) (67,511 ) (172,603 ) (206,749 ) Total revenue $ 627,964 $ 683,358 $ 1,970,087 $ 2,054,187 Operating income: U.S. and Canada $ 65,292 $ 93,745 $ 256,142 $ 299,818 International 14,676 16,118 41,428 48,025 Manufacturing / Wholesale 17,395 22,521 53,719 63,589 Total reportable segment operating income 97,363 132,384 351,289 411,432 Unallocated corporate and other costs: Corporate costs (33,161 ) (20,643 ) (76,787 ) (69,967 ) Other 691 (29,591 ) 680 (32,072 ) Subtotal unallocated corporate and other costs (32,470 ) (50,234 ) (76,107 ) (102,039 ) Total operating income 64,893 82,150 275,182 309,393 Interest expense, net 15,360 13,753 45,078 36,912 Income before income taxes $ 49,533 $ 68,397 $ 230,104 $ 272,481 (*) Prior periods have been revised to present the Company's new reportable segments.

NATURE OF BUSINESS (Details)

NATURE OF BUSINESS (Details)	9 Months Ended
	Sep. 30, 2016segmentcountry
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of primary segments | segment	3
Number of international countries in which franchise stores are located (more than 50 countries) | country	50

BASIS OF PRESENTATION- Summary

BASIS OF PRESENTATION- Summary of Revision for Sublease Rent Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Error Corrections and Prior Period Adjustments Restatement
Revenue	$ 627,964	$ 683,358	$ 1,970,087	$ 2,054,187
Cost of sales, including warehousing, distribution and occupancy	412,556	432,714	1,280,136	1,297,778
Other long-term assets	32,472		32,472		$ 38,555
Other long-term liabilities	57,251		57,251		59,016
Debt issuance costs	$ 2,544		$ 2,544		3,276
Accounting Standards Updates 2015-03 and 2015-15 | Other long-term assets
Error Corrections and Prior Period Adjustments Restatement
Debt issuance costs					(3,300)
Accounting Standards Updates 2015-03 and 2015-15 | Long-term debt
Error Corrections and Prior Period Adjustments Restatement
Debt issuance costs					3,300
Prior to revision
Error Corrections and Prior Period Adjustments Restatement
Revenue		672,244		2,021,011
Cost of sales, including warehousing, distribution and occupancy		421,600		1,264,602
Other long-term assets					32,891
Other long-term liabilities					53,352
Revision
Error Corrections and Prior Period Adjustments Restatement
Revenue		11,114		33,176
Cost of sales, including warehousing, distribution and occupancy		$ 11,114		$ 33,176
Other long-term assets					5,664
Other long-term liabilities					$ 5,664

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Mar. 31, 2015
Error Corrections and Prior Period Adjustments Restatement
Decrease in net income	$ (32,354)	$ (45,750)	$ (147,197)	$ (176,377)
Debt issuance costs	$ 2,544		$ 2,544		$ 3,276
Accounting Standards Updates 2015-03 and 2015-15 | Other long-term assets
Error Corrections and Prior Period Adjustments Restatement
Debt issuance costs					(3,300)
Accounting Standards Updates 2015-03 and 2015-15 | Long-term debt
Error Corrections and Prior Period Adjustments Restatement
Debt issuance costs					$ 3,300
Immaterial Error Correction
Error Corrections and Prior Period Adjustments Restatement
Accrued payroll liability error in prior periods						$ 2,800
Immaterial Error Correction | Adjustment
Error Corrections and Prior Period Adjustments Restatement
Decrease in net income				$ 1,800
Immaterial Error Correction | Deferred Revenue and Other Current Liabilities
Error Corrections and Prior Period Adjustments Restatement
Accrued payroll liability error in prior periods						$ 2,800

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Finished product ready for sale	$ 557,076	$ 487,075
Work-in-process, bulk product and raw materials	58,993	62,242
Packaging supplies	5,796	6,568
Total inventory	$ 621,865	$ 555,885

REFRANCHISING (Details)

REFRANCHISING (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2016USD ($)	Sep. 30, 2016USD ($)franchisestore	Sep. 30, 2015USD ($)store	Sep. 30, 2016USD ($)franchisestore	Sep. 30, 2015USD ($)store
Franchisor Disclosure [Line Items]
Gains on refranchising		$ 383	$ 945	$ 18,283	$ 2,436
Net proceeds from refranchising, deposits received				$ 30,306	$ 1,888
Reclassification of franchise assets from held for sale		$ 1,800
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Franchisor Disclosure [Line Items]
Refranchised stores | store		6	5	96	12
Gains on refranchising		$ 400	$ 900	$ 18,300	$ 2,400
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Franchisee Group 1
Franchisor Disclosure [Line Items]
Refranchised stores | store				84
Gains on refranchising				$ 16,500
Net proceeds from refranchising		$ 28,600		28,600
Net proceeds from refranchising, demand note received	$ 23,000
Net proceeds from refranchising, deposits received	500
Net proceeds from refranchising, receivables related to inventory	$ 5,100
Net proceeds from refranchising, total receivables				28,600
Goodwill written off				$ 3,600
Disposal Group, Held-for-sale, Not Discontinued Operations | Company Owned Stores
Franchisor Disclosure [Line Items]
Number of franchises | franchise		10		10

GOODWILL AND OTHER LONG-LIVED34

GOODWILL AND OTHER LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Goodwill	$ 647,806		$ 647,806		$ 649,892
Percentage of fair value in excess of carrying value (less than)	15.00%		15.00%
Long-lived asset impairments	$ 3,045	$ 28,333	$ 3,045	$ 28,333
Goodwill impairment charge			3,649
Retail | Discount Supplements | Operating Segment
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Goodwill impairment charge		$ 23,300
Lucky Vitamin
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Goodwill	$ 12,000		$ 12,000
Discount Supplements
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Long-lived asset impairments				28,300	$ 28,300
Discount Supplements | Property And Equipment
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Property and equipment impairment charges				600
Discount Supplements | Tradename And Website Intangible Assets
Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Impairment charges				$ 4,400

GOODWILL AND OTHER LONG-LIVED35

GOODWILL AND OTHER LONG-LIVED ASSETS- Rollforward of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 649,892
Acquired franchise stores	1,391
Translation effect of exchange rates	172
Franchise conversions	(3,649)
Ending balance	647,806
U.S. and Canada
Goodwill [Roll Forward]
Beginning balance	403,874
Acquired franchise stores	1,391
Translation effect of exchange rates	21
Franchise conversions	(3,649)
Ending balance	401,637
International
Goodwill [Roll Forward]
Beginning balance	43,177
Acquired franchise stores	0
Translation effect of exchange rates	151
Franchise conversions	0
Ending balance	43,328
Manufacturing/ Wholesale
Goodwill [Roll Forward]
Beginning balance	202,841
Acquired franchise stores	0
Translation effect of exchange rates	0
Franchise conversions	0
Ending balance	$ 202,841

GOODWILL AND OTHER LONG-LIVED36

GOODWILL AND OTHER LONG-LIVED ASSETS- Rollforward of Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Beginning balance	$ 720,000
Ending balance	720,000
Finite-lived Intangible Assets [Roll Forward]
Acquired franchise stores	280
Amortization expense	(6,299)
Translation effect of exchange rates	12
Ending balance	113,197
Intangible Assets [Roll Forward]
Beginning balance	839,204
Ending balance	833,197
Operating Agreements
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	112,359
Acquired franchise stores	0
Amortization expense	(4,990)
Translation effect of exchange rates	0
Ending balance	107,369
Other Intangibles
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	6,845
Acquired franchise stores	280
Amortization expense	(1,309)
Translation effect of exchange rates	12
Ending balance	5,828
Retail Brand
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Beginning balance	500,000
Acquired franchise stores	0
Translation effect of exchange rates	0
Ending balance	500,000
Franchise Brand
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Beginning balance	220,000
Acquired franchise stores	0
Translation effect of exchange rates	0
Ending balance	$ 220,000

GOODWILL AND OTHER LONG-LIVED37

GOODWILL AND OTHER LONG-LIVED ASSETS- Summary of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets	$ 720,000	$ 720,000
Finite-Lived Intangible Assets, Net [Abstract]
Finite-Lived Intangible Assets, Carrying Amount	113,197
Total, Cost	908,725	908,428
Total, Accumulated Amortization	(75,528)	(69,224)
Total, Carrying Amount	$ 833,197	839,204
Retail agreements
Finite-Lived Intangible Assets, Net [Abstract]
Finite-lived intangible assets, Weighted- Average Life	30 years 3 months 18 days
Finite-lived intangible assets, Cost	$ 31,000	31,000
Finite-lived intangible assets, Accumulated Amortization	(10,197)	(9,407)
Finite-Lived Intangible Assets, Carrying Amount	$ 20,803	21,593
Franchise agreements
Finite-Lived Intangible Assets, Net [Abstract]
Finite-lived intangible assets, Weighted- Average Life	25 years
Finite-lived intangible assets, Cost	$ 70,000	70,000
Finite-lived intangible assets, Accumulated Amortization	(26,717)	(24,617)
Finite-Lived Intangible Assets, Carrying Amount	$ 43,283	45,383
Manufacturing agreements
Finite-Lived Intangible Assets, Net [Abstract]
Finite-lived intangible assets, Weighted- Average Life	25 years
Finite-lived intangible assets, Cost	$ 70,000	70,000
Finite-lived intangible assets, Accumulated Amortization	(26,717)	(24,617)
Finite-Lived Intangible Assets, Carrying Amount	$ 43,283	45,383
Other intangibles
Finite-Lived Intangible Assets, Net [Abstract]
Finite-lived intangible assets, Weighted- Average Life	11 years 9 months 18 days
Finite-lived intangible assets, Cost	$ 10,239	10,222
Finite-lived intangible assets, Accumulated Amortization	(5,347)	(4,560)
Finite-Lived Intangible Assets, Carrying Amount	$ 4,892	5,662
Franchise rights
Finite-Lived Intangible Assets, Net [Abstract]
Finite-lived intangible assets, Weighted- Average Life	3 years
Finite-lived intangible assets, Cost	$ 7,486	7,206
Finite-lived intangible assets, Accumulated Amortization	(6,550)	(6,023)
Finite-Lived Intangible Assets, Carrying Amount	936	1,183
Retail Brand
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets	500,000	500,000
Franchise Brand
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets	$ 220,000	$ 220,000

GOODWILL AND OTHER LONG-LIVED38

GOODWILL AND OTHER LONG-LIVED ASSETS- Schedule of Future Amortization of Intangible Assets (Details) $ in Thousands	Sep. 30, 2016USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2016 (remainder)	$ 1,946
2,017	7,627
2,018	7,426
2,019	7,286
2,020	7,223
Thereafter	81,689
Total	$ 113,197

LONG-TERM DEBT - Schedule of Lo

LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument
Net carrying amount	$ 1,548,588	$ 1,449,178
Debt issuance costs	(2,544)	(3,276)
Less: current maturities	(4,550)	(4,550)
Long-term debt	1,544,038	1,444,628
Term Loan Facility
Debt Instrument
Discount	1,700	2,200
Net carrying amount	1,171,457	1,174,369
Credit Facility | Revolving Credit Facility
Debt Instrument
Net carrying amount	137,000	43,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Debt Instrument
Discount	39,493	46,271
Net carrying amount	$ 242,675	$ 235,085

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Sep. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Aug. 10, 2015USD ($)day$ / shares	Mar. 04, 2016USD ($)	Mar. 03, 2016USD ($)
Debt Instrument
Borrowings outstanding	$ 1,548,588,000	$ 1,449,178,000
Revolving Credit Facility
Debt Instrument
Maximum borrowing capacity	$ 300,000,000			$ 300,000,000	$ 130,000,000
Weighted average interest rate	2.70%	2.60%
Commitment fee on undrawn portion of revolving credit facility	0.50%	0.50%
Line of credit facility, remaining borrowing capacity	$ 157,400,000
Letter Of Credit
Debt Instrument
Outstanding letters of credit fee	2.50%	2.50%
Letters of credit outstanding	$ 5,600,000
Term Loan Facility
Debt Instrument
Maximum borrowing capacity	$ 1,200,000,000
Effective interest rate	3.25%	3.25%
Borrowings outstanding	$ 1,171,457,000	$ 1,174,369,000
Credit Facility | Revolving Credit Facility
Debt Instrument
Debt issuance costs, gross				$ 1,700,000
Borrowings outstanding	137,000,000	43,000,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Debt Instrument
Borrowings outstanding	242,675,000	235,085,000
Principal	$ 287,500,000	$ 287,500,000	$ 287,500,000
Interest rate			1.50%
Convertible debt, conversion ratio			0.0151156
Convertible debt, conversion price (in USD per share) | $ / shares			$ 66.16
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020 | Debt Instrument, Redemption, Period One | Debt Instrument, Conversion, Option One
Debt Instrument
Convertible debt, threshold trading days | day			20
Convertible debt, threshold consecutive trading days			30 days
Convertible debt, threshold percentage of stock price trigger			130.00%
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020 | Debt Instrument, Redemption, Period One | Debt Instrument, Conversion, Option Two
Debt Instrument
Convertible debt, threshold consecutive trading days			10 days
Convertible debt, threshold consecutive business days			5 days
Convertible debt, convertible ratio of trading price per $1,000 principal amount			98.00%

LONG-TERM DEBT- Components of C

LONG-TERM DEBT- Components of Convertible Debt (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Aug. 10, 2015
Liability component
Net carrying amount	$ 1,548,588,000	$ 1,449,178,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Liability component
Principal	287,500,000	287,500,000	$ 287,500,000
Conversion feature	(39,493,000)	(46,271,000)
Discount related to debt issuance costs	(5,332,000)	(6,144,000)
Net carrying amount	242,675,000	235,085,000
Equity component
Conversion feature	49,680,000	49,680,000
Debt issuance costs	(1,421,000)	(1,421,000)
Deferred taxes	(17,750,000)	(17,750,000)
Net amount recorded in additional paid-in capital	$ 30,509,000	$ 30,509,000

LONG-TERM DEBT - Schedule of In

LONG-TERM DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument
Interest income and other	$ (5)	$ (40)	$ (50)	$ (120)
Interest expense, net	15,360	13,753	45,078	36,912
Senior Credit Facility
Debt Instrument
Amortization of discount and debt issuance costs	591	1,243	1,775	2,168
Interest expense	11,703	11,805	34,271	35,044
Senior Credit Facility | Revolving Credit Facility
Debt Instrument
Interest expense (excluding amortization)	1,359	172	3,420	510
Senior Credit Facility | Term Loan Facility
Debt Instrument
Interest expense (excluding amortization)	9,753	10,390	29,076	32,366
1.5% Convertible Senior Notes, Due 2020 | Convertible Senior Notes
Debt Instrument
Interest expense (excluding amortization)	1,078	623	3,234	623
Amortization of conversion feature	2,294	1,218	6,778	1,218
Amortization of discount and debt issuance costs	290	147	845	147
Interest expense	$ 3,662	$ 1,988	$ 10,857	$ 1,988

FAIR VALUE MEASUREMENTS AND F43

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Carrying Amount and Estimated Fair Values of the Financial Instruments (Details) - Level 2 - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Senior Credit Facility | Term Loan Facility | Carrying Amount
Actual and estimated fair values of the financial instruments
Long-term debt	$ 1,171,457	$ 1,174,369
Senior Credit Facility | Term Loan Facility | Fair Value
Actual and estimated fair values of the financial instruments
Long-term debt	1,172,921	1,145,010
1.5% Convertible Senior Notes, Due 2020 | Notes | Carrying Amount
Actual and estimated fair values of the financial instruments
Long-term debt	242,675	235,085
1.5% Convertible Senior Notes, Due 2020 | Notes | Fair Value
Actual and estimated fair values of the financial instruments
Long-term debt	$ 213,491	$ 188,940

CONTINGENCIES (Details)

CONTINGENCIES (Details)	Feb. 05, 2016USD ($)	Feb. 29, 2012action	Oct. 31, 2016	Oct. 31, 2011count	Sep. 30, 2016USD ($)lawsuit	Dec. 31, 2015USD ($)	Mar. 31, 2015USD ($)	Sep. 30, 2016USD ($)lawsuit
Commitments and contingencies
Accrual for environmental loss					$ 0			$ 0
Pennsylvania Fluctuating Workweek and Jason Olive v. GNC
Commitments and contingencies
Legal-related charges					5,100,000
Charles Brewer, California Wage and Break Claims
Commitments and contingencies
Number of claims filed | count				8
Litigation settlement, amount	$ 9,500,000					$ 6,300,000	$ 3,200,000
Elizabeth Naranjo, California Wage and Break Claims
Commitments and contingencies
Number of claims filed | action		8
Violations of Oregon Unlawful Trade Practices Act | Attorney General for the State of Oregon
Commitments and contingencies
Loss contingency accrual					$ 0			0
Subpoena from Department of Justice Related to USP Labs | Subsequent Event
Commitments and contingencies
Term of settlement agreement			60 months
Product Liability
Commitments and contingencies
Deductible/retention per claim								4,000,000
Aggregate cap on retained loss								$ 10,000,000
Product Liability | DMAA Claims
Commitments and contingencies
Number of pending lawsuits in which company is named | lawsuit					30			30

EARNINGS PER SHARE - Schedule o

EARNINGS PER SHARE - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Basic weighted-average shares (in shares)	68,190	83,669	69,808	85,663
Effect of dilutive stock-based awards (in shares)	125	289	131	267
Diluted weighted-average shares (in shares)	68,315	83,958	69,939	85,930

EARNINGS PER SHARE- Schedule of

EARNINGS PER SHARE- Schedule of Antidilutive and Contingently Issuable Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive and contingently issuable awards excluded from computation of earnings per share (in shares)	1,417	315	1,312	297
Performance-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contingently issuable awards excluded from computation of earnings per share (in shares)	130	139	133	138
Market-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contingently issuable awards excluded from computation of earnings per share (in shares)	167	0	112	0
Time-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive awards excluded from computation of earnings per share (in shares)	1,120	176	1,011	159
Market-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive awards excluded from computation of earnings per share (in shares)	0	0	56	0

STOCK-BASED COMPENSATION PLAN47

STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM (Details) - USD ($)	3 Months Ended		9 Months Ended		13 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Aug. 31, 2015	Aug. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to non-vested stock awards	$ 13,000,000		$ 13,000,000		$ 13,000,000
Non-cash stock-based compensation expense	4,200,000	$ 1,700,000	$ 7,200,000	$ 4,700,000
Weighted average period over which compensation cost is expected to be recognized			1 year 7 months
Authorized repurchase amount, increase in current period						$ 500,000,000
Authorized repurchase amount, authorized in prior period							$ 500,000,000
Authorized amount of stock to be repurchased						$ 1,000,000,000
Stock repurchased during period			$ 229,200,000		802,200,000
Remaining authorized repurchase amount (in usd)	197,800,000		$ 197,800,000		197,800,000
Severance expense	4,500,000
Accelerated non-cash stock-based compensation	2,300,000
Time-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Expected term			6 years 3 months 18 days
Risk free interest rate, minimum			1.27%
Risk free interest rate, maximum			1.90%
Time-based stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield			2.31%
Expected volatility rate			30.10%
Time-based stock options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield			3.80%
Expected volatility rate			30.70%
Time-based stock options | Year 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			25.00%
Time-based stock options | Year 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			25.00%
Time-based stock options | Year 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			25.00%
Time-based stock options | Year 4
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			25.00%
Time-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Time-based restricted stock awards | Year 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			33.33%
Time-based restricted stock awards | Year 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			33.33%
Time-based restricted stock awards | Year 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights (percentage per year)			33.33%
Market-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Expected volatility rate			34.20%
Risk free interest rate			0.89%
Market-based restricted stock awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage			0.00%
Market-based restricted stock awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage			200.00%
Time Based and Market Based Compensation Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to non-vested stock awards	$ 13,700,000		$ 13,700,000		$ 13,700,000
2015 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	11,500,000		11,500,000		11,500,000
Number of remaining shares available for issue (in shares)	7,200,000		7,200,000		7,200,000

STOCK-BASED COMPENSATION PLAN48

STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM- Schedule of Awards Outstanding (Details) - shares shares in Thousands	Sep. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share awards outstanding (in shares)	1,770	1,023
Time-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	1,153	688
Time-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards other than options outstanding (in shares)	310	194
Performance-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards other than options outstanding (in shares)	138	141
Market-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards other than options outstanding (in shares)	169	0

STOCK-BASED COMPENSATION PLAN49

STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM - Schedule of Awards Granted (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2016shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total (in shares)	1,093
Time-based stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	644
Time-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-options stock awards granted (in shares)	278
Market-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-options stock awards granted (in shares)	171

SEGMENTS (Details)

SEGMENTS (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016USD ($)country	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)segmentcountry	Sep. 30, 2015USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment			3
Number of international countries in which franchise stores are located (more than 50 countries) | country	50		50
Revenue:
Revenue	$ 627,964	$ 683,358	$ 1,970,087	$ 2,054,187
Operating income:
Operating income	64,893	82,150	275,182	309,393
Interest expense, net	15,360	13,753	45,078	36,912
Income before income taxes	49,533	68,397	230,104	272,481
Manufacturing/ Wholesale
Revenue:
Revenue	61,341	61,620	178,002	173,377
Operating Segment
Revenue:
Revenue	680,980	744,951	2,142,690	2,241,251
Operating income:
Operating income	97,363	132,384	351,289	411,432
Operating Segment | U.S. and Canada
Revenue:
Revenue	525,505	565,252	1,671,048	1,726,774
Operating income:
Operating income	65,292	93,745	256,142	299,818
Operating Segment | International
Revenue:
Revenue	41,118	50,568	121,037	134,351
Operating income:
Operating income	14,676	16,118	41,428	48,025
Operating Segment | Manufacturing/ Wholesale
Revenue:
Revenue	114,357	129,131	350,605	380,126
Operating income:
Operating income	17,395	22,521	53,719	63,589
Operating Segment | Other
Revenue:
Revenue	0	5,918	0	19,685
Intersegment Eliminations
Revenue:
Revenue	(53,016)	(67,511)	(172,603)	(206,749)
Intersegment Eliminations | Manufacturing/ Wholesale
Revenue:
Revenue	(53,016)	(67,511)	(172,603)	(206,749)
Corporate, Non-Segment
Operating income:
Operating income	(32,470)	(50,234)	(76,107)	(102,039)
Corporate costs	(33,161)	(20,643)	(76,787)	(69,967)
Other	$ 691	$ (29,591)	$ 680	$ (32,072)

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Income tax expense	$ 17,179	$ 22,647	$ 82,907	$ 96,104
Effective income tax rate	34.70%	33.10%	36.00%	35.30%
Long-lived asset impairments	$ 3,045	$ 28,333	$ 3,045	$ 28,333
Discrete tax benefit	6,400		6,400		$ 7,300
Decrease in unrecognized tax benefits due in part from expiration of certain statue of limitations		$ 3,100
Interest and penalties accrued related to unrecognized tax benefits	$ 2,300		$ 2,300		1,800
Discount Supplements
Business Acquisition [Line Items]
Long-lived asset impairments				$ 28,300	28,300
Tax Adjustments, Settlements, and Unusual Provisions					$ 11,600

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	Oct. 21, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Subsequent Event [Line Items]
Dividends declared per share (in dollars per share)		$ 0.2	$ 0.18	$ 0.60	$ 0.54
Subsequent Event
Subsequent Event [Line Items]
Dividends declared per share (in dollars per share)	$ 0.20