GNC 10-Q 20 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 14, 2017
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	Mar. 31, 2017
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		68,397,520
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 39,872	$ 34,464
Receivables, net	123,344	129,178
Inventory (Note 3)	602,586	583,212
Prepaid and other current assets	36,695	39,400
Total current assets	802,497	786,254
Long-term assets:
Goodwill	176,140	176,062
Brand name	720,000	720,000
Other intangible assets, net	109,312	111,229
Property, plant and equipment, net	226,204	232,292
Other long-term assets	28,466	30,005
Total long-term assets	1,260,122	1,269,588
Total assets	2,062,619	2,055,842
Current liabilities:
Accounts payable	202,351	179,933
Current portion of long-term debt (Note 4)	12,562	12,562
Deferred revenue and other current liabilities	97,450	115,171
Total current liabilities	312,363	307,666
Long-term liabilities:
Long-term debt (Note 4)	1,502,820	1,527,891
Deferred income taxes	260,280	259,203
Other long-term liabilities	56,378	56,129
Total long-term liabilities	1,819,478	1,843,223
Total liabilities	2,131,841	2,150,889
Contingencies (Note 6)
Stockholders’ deficit:
Common stock	114	114
Additional paid-in capital	923,868	922,687
Retained earnings	740,290	716,198
Treasury stock, at cost	(1,725,349)	(1,725,349)
Accumulated other comprehensive loss	(8,145)	(8,697)
Total stockholders’ deficit	(69,222)	(95,047)
Total liabilities and stockholders’ deficit	$ 2,062,619	$ 2,055,842

Consolidated Statements of Inco

Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue	$ 644,838	$ 668,905
Cost of sales, including warehousing, distribution and occupancy	431,867	433,060
Gross profit	212,971	235,845
Selling, general, and administrative	160,581	143,072
Gains on refranchising	(154)	(1,015)
Other income, net	(1,009)	(277)
Operating income	53,553	94,065
Interest expense, net (Note 4)	(15,894)	(14,443)
Income before income taxes	37,659	79,622
Income tax expense (Note 9)	13,809	28,807
Net income	$ 23,850	$ 50,815
Earnings per share (Note 7):
Basic (in dollars per share)	$ 0.35	$ 0.70
Diluted (in dollars per share)	$ 0.35	$ 0.69
Weighted average common shares outstanding (Note 7):
Basic (in shares)	68,246	73,078
Diluted (in shares)	68,300	73,373
Dividends declared per share: (in dollars per share)	$ 0	$ 0.20

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 23,850	$ 50,815
Other comprehensive income:
Foreign currency translation gain	552	2,925
Comprehensive income	$ 24,402	$ 53,740

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (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, 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	53,740				50,815	2,925
Purchase of treasury stock (in shares)		(7,599)
Purchase of treasury stock	(218,941)		(218,941)
Dividends declared	(14,413)				(14,413)
Exercise of stock options (in shares)		20
Exercise of stock options	292	$ 0		292
Restricted stock awards (in shares)		16
Restricted stock awards	0
Minimum tax withholding requirements (in shares)		(19)
Minimum tax withholding requirements	(519)			(519)
Net excess tax benefits from stock-based compensation	(315)			(315)
Stock-based compensation	1,419			1,419
Ending balance (in shares) at Mar. 31, 2016		68,694
Ending balance at Mar. 31, 2016	289,824	$ 114	(1,715,121)	917,005	1,094,550	(6,724)
Beginning balance (in shares) at Dec. 31, 2016		68,399
Beginning balance at Dec. 31, 2016	(95,047)	$ 114	(1,725,349)	922,687	716,198	(8,697)
Increase (Decrease) in Stockholders' Equity
Comprehensive income	24,402				23,850	552
Dividend forfeitures on restricted stock	242				242
Restricted stock awards (in shares)		29
Restricted stock awards	0
Minimum tax withholding requirements (in shares)		(31)
Minimum tax withholding requirements	(229)			(229)
Stock-based compensation	1,410			1,410
Ending balance (in shares) at Mar. 31, 2017		68,397
Ending balance at Mar. 31, 2017	$ (69,222)	$ 114	$ (1,725,349)	$ 923,868	$ 740,290	$ (8,145)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income	$ 23,850	$ 50,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	16,739	14,045
Amortization of debt costs	3,288	3,099
Stock-based compensation	1,410	1,419
Gains on refranchising	(154)	(1,015)
Changes in assets and liabilities:
Decrease in receivables	5,890	17,402
(Increase) in inventory	(18,545)	(13,021)
(Increase) in prepaid and other current assets	(8,785)	(9,056)
Increase in accounts payable	27,411	41,364
(Decrease) increase in deferred revenue and accrued liabilities	(5,198)	33,250
Other operating activities	197	4,023
Net cash provided by operating activities	46,103	142,325
Cash flows from investing activities:
Capital expenditures	(13,906)	(10,542)
Refranchising proceeds	1,344	830
Store acquisition costs	(98)	(519)
Net cash used in investing activities	(12,660)	(10,231)
Cash flows from financing activities:
Borrowings under revolving credit facility	64,000	90,000
Payments on revolving credit facility	(91,000)	0
Payments on term loan facility	(1,138)	(1,138)
Debt issuance costs	0	(1,712)
Proceeds from exercise of stock options	0	292
Minimum tax withholding requirements	(229)	(519)
Cash paid for treasury stock	0	(201,002)
Dividends paid to shareholders	0	(14,274)
Net cash used in financing activities	(28,367)	(128,353)
Effect of exchange rate changes on cash and cash equivalents	332	796
Net increase in cash and cash equivalents	5,408	4,537
Beginning balance, cash and cash equivalents	34,464	56,462
Ending balance, cash and cash equivalents	39,872	60,999
Non-cash investing activities:
Accrued capital expenditures	2,259	2,871
Accrued treasury stock	$ 0	$ 17,939

NATURE OF BUSINESS

NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2017
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, U.S. and Canada, International, and Manufacturing / Wholesale. Corporate retail store operations are located in the United States, Canada, Puerto Rico, China and Ireland. In addition, the Company offers products on the internet through GNC.com, LuckyVitamin.com and third-party websites. Franchise locations exist in the United States and approximately 50 other countries. The Company operates its primary manufacturing facility in South Carolina and distribution centers in Arizona, Indiana, Pennsylvania and South Carolina. The Company manufactures approximately half of its branded products and 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	3 Months Ended
	Mar. 31, 2017
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, 2016 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, 2016 ("2016 10-K"). Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2017 . Recently Adopted Accounting Pronouncements In July 2015, the FASB issued Accounting Standards Update ("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. Accordingly, the Company has adopted this ASU, which did not have a material effect on the Company’s consolidated financial statements. 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 has adopted this ASU during the first quarter of fiscal 2017, with retrospective application. The Company reclassified $ 12.9 million of current deferred income tax assets formerly presented within "Total current assets" as a $ 12.8 million reduction to "Deferred income taxes" presented within "Total long-term liabilities" and a $ 0.1 million increase to "Other long-term assets" at December 31, 2016 on the consolidated balance sheet to conform to the current year presentation. 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. 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. Formerly, these excess tax benefits were recognized in additional paid-in capital and tax deficiencies (to the extent there were previous tax benefits) were recognized as an offset to accumulated excess tax benefits. If no previous tax benefit existed, the deficiencies were recognized in the income statement as an increase to income tax expense. 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. Gross excess tax benefits in the cash flow statement have also changed from the prior presentation as a financing activity to being classified as an operating activity. Lastly, excess tax benefits are no longer included in the assumed proceeds of the diluted EPS calculation, which results in stock-based awards being more dilutive. This standard is effective prospectively for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impact to the consolidated financial statements. Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new standard. In August 2016, the FASB issued ASU 2016-15, which addresses changes to the classification of certain cash receipts and cash payments within the statement of cash flows in order to address diversity in practice. In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both standards are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the impact of these new standards to have a material impact to the consolidated statement of cash flows. 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 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. This standard is in effect for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is in the process of evaluating this guidance and expects it to have a material impact on the consolidated financial statements.

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY The net realizable value of inventory consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Finished product ready for sale $ 539,562 $ 527,238 Work-in-process, bulk product and raw materials 56,798 49,246 Packaging supplies 6,226 6,728 Inventory $ 602,586 $ 583,212

LONG-TERM DEBT _ INTEREST EXPEN

LONG-TERM DEBT / INTEREST EXPENSE	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT / INTEREST EXPENSE	LONG-TERM DEBT / INTEREST EXPENSE Long-term debt consisted of the following: March 31, December 31, (in thousands) Term Loan Facility (net of $1.4 million and $1.6 million discount) $ 1,169,520 $ 1,170,486 Revolving Credit Facility 100,000 127,000 Notes 247,924 245,273 Debt issuance costs (2,062 ) (2,306 ) Total debt 1,515,382 1,540,453 Less: current maturities (12,562 ) (12,562 ) Long-term debt $ 1,502,820 $ 1,527,891 Senior Credit Facility The Company maintains a $1.2 billion term loan facility that matures in March 2019 (the "Term Loan Facility") and a $300.0 million revolving credit facility that matures in September 2018 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). At March 31, 2017 and December 31, 2016 , the interest rate under the Term Loan Facility was 3.49% and 3.27% , respectively. The Revolving Credit Facility had a weighted average interest rate of 3.1% and 2.7% at March 31, 2017 and December 31, 2016 , respectively. The Company is also required to pay an annual fee of 2.5% on outstanding letters of credit and an annual commitment fee of 0.5% on the undrawn portion of the Revolving Credit Facility. At March 31, 2017 , the Company had $ 194.3 million available under the Revolving Credit Facility, after giving effect to $ 100.0 million of borrowings outstanding and $ 5.7 million utilized to secure letters of credit. Based on the results for the year ended December 31, 2016, the ratio on the Company's Consolidated Net Senior Secured Leverage Ratio required an excess cash flow payment on the outstanding term loan debt. On April 10, 2017, the Company made the excess cash flow payment totaling $ 39.7 million , of which $ 28.2 million was paid with borrowings on the Revolving Credit Facility and $ 11.5 million was paid with cash on hand. The Senior Credit Facility contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock and enter into arrangements that restrict their ability to pay dividends or grant liens. The Company is currently in compliance, and expects to remain in compliance over the next twelve months, with the terms of its Senior Credit Facility. Convertible Debt The Company maintains a $ 287.5 million principal amount of 1.5% convertible senior notes due in 2020 (the "Notes"). The Notes consist of the following components: March 31, 2017 December 31, 2016 (in thousands) Liability component Principal $ 287,500 $ 287,500 Conversion feature (34,822 ) (37,179 ) Discount related to debt issuance costs (4,754 ) (5,048 ) Net carrying amount $ 247,924 $ 245,273 Interest Expense Interest expense consisted of the following: Three months ended March 31, 2017 2016 (in thousands) Senior Credit Facility: Term Loan Facility coupon $ 9,518 $ 9,666 Revolving Credit Facility 1,289 616 Amortization of discount and debt issuance costs 625 592 Total Senior Credit Facility 11,432 10,874 Notes: Coupon 1,078 1,078 Amortization of conversion feature 2,357 2,232 Amortization of discount and debt issuance costs 306 275 Total Notes 3,741 3,585 Other 721 (16 ) Interest expense, net $ 15,894 $ 14,443

FAIR VALUE MEASUREMENTS AND FIN

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2017
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, net of discount, and Notes (net of the equity component classified in stockholders' equity and discount) were as follows: March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Term Loan Facility $ 1,169,520 $ 988,244 $ 1,170,486 $ 1,100,257 Notes 247,924 149,969 245,273 185,794 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.

CONTINGENCIES

CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
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. 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. 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. 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 per policy year. 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. 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 March 31, 2017, the Company was named in 31 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. 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 for which indeterminate money damages for wages, penalties, interest, and legal fees are sought. As of March 31, 2017, an immaterial liability has been accrued in the accompanying financial statements. GNC intends to conduct further discovery and file a motion to decertify the class action prior to trial, which is scheduled for July 2018. 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 related to damages and ultimately legal fees for a combined immaterial amount, which has been accrued in the accompanying interim consolidated financial statements. The Company appealed from the adverse judgment. The Superior Court has not yet announced a briefing schedule on the appeal. 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 consolidated financial statements. The jury refused to award plaintiff any of the profits he sought to disgorge, or punitive damages. The court entered judgment in the case on October 14, 2016. In addition to the verdict, the Company and Mr. Olive sought attorneys’ fees and other costs from the Court. The Court refused to award attorney's fees to either side but awarded plaintiff an immaterial amount for costs. Plaintiff has appealed the judgment, and separately, the order denying attorney's fees. The Company has cross-appealed the judgment and the Court's denial of attorney fees. The appeals are currently pending. 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 is vigorously defending itself against these allegations. On December 19, 2016, the Company filed an answer, including counterclaims and third party complaints for indemnification. Oregon subsequently filed a motion against the answer, which was granted in part. GNC filed an amended answer against Oregon and vendors USP Laboratories and SK Laboratories. 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 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. Holland and Barrett License Litigation. On September 18, 2014, the Company's wholly-owned affiliate General Nutrition Investment Company ("GNIC") commenced proceedings in the UK High Court to determine if the license agreement from March 2003 between GNIC and Holland & Barrett International Ltd and Health and Diet Centers Ltd. (“Defendants”) was validly terminated. GNIC alleged that termination of the entire agreement was warranted due to several material breaches by Defendants, and that the agreement should be terminated related to five licensed GNC trademarks for lack of use for more than five years. On April 7, 2017, the Court issued its judgement that found that GNIC's notice of termination was invalid and while there were several breaches of the agreement, none were sufficiently material to justify termination. Under UK procedural rules, GNIC is required to pay some portion of Defendant’s legal costs. As a result, the Company recorded a charge of $ 2.1 million in the first quarter of 2017. Government Regulation In 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. The Company fully cooperated with the investigation of the vendor and the related products, all of which were discontinued in 2013. In December 2016, the Company reached agreement with the DOJ in connection with the Company’s cooperation; which agreement acknowledges the Company relied on the representations and written guarantees of USP Labs and the Company's representation that it did not knowingly sell products not in compliance with the FDCA. Under the agreement, which includes an immaterial payment to the federal government, the Company 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 the Company has taken in setting industry quality and compliance standards, and the Company's commitment over the course of the agreement ( 60 months ) to support a combination of its and industry initiatives. Some of these actions include maintaining and continuously updating a list of restricted ingredients that will be prohibited from inclusion in any products that are sold by the Company. Vendors selling products to the Company for the sale of such products by the Company will be required to warrant that the products sold do not contain any of these restricted ingredients. In addition, the Company will develop and maintain a list of ingredients that the Company believes comply with the applicable provisions of the FDCA. 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 has been recorded in the accompanying interim consolidated balance sheet. 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	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 (in thousands) Basic weighted average shares 68,246 73,078 Effect of dilutive stock-based compensation awards 54 295 Diluted weighted average shares 68,300 73,373 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 and market-based awards. Three months ended March 31, 2017 2016 (in thousands) Antidilutive: Time-based 1,615 794 Market-based — 167 Contingently issuable: Performance-based 77 141 Market-based 462 — Total stock-based awards excluded from diluted EPS 2,154 1,102 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.

SEGMENTS

SEGMENTS	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS The Company aggregates its operating segments into three reportable segments, U.S. and Canada, International and Manufacturing / Wholesale. The Company fully allocates warehousing and distribution costs to its reportable segments. 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 represents key financial information for each of the Company's reportable segments: Three months ended March 31, 2017 2016 (in thousands) Revenue: U.S. and Canada $ 552,921 $ 574,600 International 39,417 36,842 Manufacturing / Wholesale: Intersegment revenues 61,298 63,031 Third party 52,500 57,463 Subtotal Manufacturing / Wholesale 113,798 120,494 Total reportable segment revenues 706,136 731,936 Elimination of intersegment revenues (61,298 ) (63,031 ) Total revenue $ 644,838 $ 668,905 Operating income: U.S. and Canada $ 50,145 $ 86,301 International 14,535 13,103 Manufacturing / Wholesale 16,557 18,433 Total reportable segment operating income 81,237 117,837 Unallocated corporate costs and other (27,684 ) (23,772 ) Total operating income 53,553 94,065 Interest expense, net 15,894 14,443 Income before income taxes $ 37,659 $ 79,622

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recognized $13.8 million of income tax expense (or 36.7% of pre-tax income) during the three months ended March 31, 2017 compared with $28.8 million (or 36.2% of pre-tax income) in the prior year quarter. The Company's tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which it operates. At March 31, 2017 and December 31, 2016 , the Company had $6.3 million and $6.5 million of unrecognized tax benefits, respectively, excluding interest and penalties, which if recognized, would affect the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company accrued $1.9 million at March 31, 2017 and December 31, 2016 , 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. GNC Holdings, Inc. 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 2012. 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.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In July 2015, the FASB issued Accounting Standards Update ("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. Accordingly, the Company has adopted this ASU, which did not have a material effect on the Company’s consolidated financial statements. 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 has adopted this ASU during the first quarter of fiscal 2017, with retrospective application. The Company reclassified $ 12.9 million of current deferred income tax assets formerly presented within "Total current assets" as a $ 12.8 million reduction to "Deferred income taxes" presented within "Total long-term liabilities" and a $ 0.1 million increase to "Other long-term assets" at December 31, 2016 on the consolidated balance sheet to conform to the current year presentation. 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. 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. Formerly, these excess tax benefits were recognized in additional paid-in capital and tax deficiencies (to the extent there were previous tax benefits) were recognized as an offset to accumulated excess tax benefits. If no previous tax benefit existed, the deficiencies were recognized in the income statement as an increase to income tax expense. 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. Gross excess tax benefits in the cash flow statement have also changed from the prior presentation as a financing activity to being classified as an operating activity. Lastly, excess tax benefits are no longer included in the assumed proceeds of the diluted EPS calculation, which results in stock-based awards being more dilutive. This standard is effective prospectively for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impact to the consolidated financial statements. Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value exceeds the fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new standard. In August 2016, the FASB issued ASU 2016-15, which addresses changes to the classification of certain cash receipts and cash payments within the statement of cash flows in order to address diversity in practice. In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both standards are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the impact of these new standards to have a material impact to the consolidated statement of cash flows. 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 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. This standard is in effect for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is in the process of evaluating this guidance and expects it to have a material impact on the consolidated financial statements.

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Schedule of Net Realizable Value of Inventory	The net realizable value of inventory consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Finished product ready for sale $ 539,562 $ 527,238 Work-in-process, bulk product and raw materials 56,798 49,246 Packaging supplies 6,226 6,728 Inventory $ 602,586 $ 583,212

LONG-TERM DEBT _ INTEREST EXP18

LONG-TERM DEBT / INTEREST EXPENSE (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following: March 31, December 31, (in thousands) Term Loan Facility (net of $1.4 million and $1.6 million discount) $ 1,169,520 $ 1,170,486 Revolving Credit Facility 100,000 127,000 Notes 247,924 245,273 Debt issuance costs (2,062 ) (2,306 ) Total debt 1,515,382 1,540,453 Less: current maturities (12,562 ) (12,562 ) Long-term debt $ 1,502,820 $ 1,527,891
Components of Convertible Debt	The Notes consist of the following components: March 31, 2017 December 31, 2016 (in thousands) Liability component Principal $ 287,500 $ 287,500 Conversion feature (34,822 ) (37,179 ) Discount related to debt issuance costs (4,754 ) (5,048 ) Net carrying amount $ 247,924 $ 245,273
Schedule of Interest Expense	Interest expense consisted of the following: Three months ended March 31, 2017 2016 (in thousands) Senior Credit Facility: Term Loan Facility coupon $ 9,518 $ 9,666 Revolving Credit Facility 1,289 616 Amortization of discount and debt issuance costs 625 592 Total Senior Credit Facility 11,432 10,874 Notes: Coupon 1,078 1,078 Amortization of conversion feature 2,357 2,232 Amortization of discount and debt issuance costs 306 275 Total Notes 3,741 3,585 Other 721 (16 ) Interest expense, net $ 15,894 $ 14,443

FAIR VALUE MEASUREMENTS AND F19

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
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, net of discount, and Notes (net of the equity component classified in stockholders' equity and discount) were as follows: March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Term Loan Facility $ 1,169,520 $ 988,244 $ 1,170,486 $ 1,100,257 Notes 247,924 149,969 245,273 185,794

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 (in thousands) Basic weighted average shares 68,246 73,078 Effect of dilutive stock-based compensation awards 54 295 Diluted weighted average shares 68,300 73,373
Schedule of Antidilutive and Contingently Issuable Securities Excluded from Computation of Earnings Per Share	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 and market-based awards. Three months ended March 31, 2017 2016 (in thousands) Antidilutive: Time-based 1,615 794 Market-based — 167 Contingently issuable: Performance-based 77 141 Market-based 462 — Total stock-based awards excluded from diluted EPS 2,154 1,102

SEGMENTS (Tables)

SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Schedule of Key Financial Information of the Segments	The following table represents key financial information for each of the Company's reportable segments: Three months ended March 31, 2017 2016 (in thousands) Revenue: U.S. and Canada $ 552,921 $ 574,600 International 39,417 36,842 Manufacturing / Wholesale: Intersegment revenues 61,298 63,031 Third party 52,500 57,463 Subtotal Manufacturing / Wholesale 113,798 120,494 Total reportable segment revenues 706,136 731,936 Elimination of intersegment revenues (61,298 ) (63,031 ) Total revenue $ 644,838 $ 668,905 Operating income: U.S. and Canada $ 50,145 $ 86,301 International 14,535 13,103 Manufacturing / Wholesale 16,557 18,433 Total reportable segment operating income 81,237 117,837 Unallocated corporate costs and other (27,684 ) (23,772 ) Total operating income 53,553 94,065 Interest expense, net 15,894 14,443 Income before income taxes $ 37,659 $ 79,622

NATURE OF BUSINESS (Details)

NATURE OF BUSINESS (Details)	3 Months Ended
	Mar. 31, 2017segmentcountry
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments | segment	3
Number of international countries in which franchise stores are located | country	50

BASIS OF PRESENTATION - Recentl

BASIS OF PRESENTATION - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred income taxes	$ 260,280	$ 259,203
Other long-term assets	$ 28,466	30,005
Accounting Standards Update 2015-17
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current deferred income taxes		(12,900)
Deferred income taxes		12,800
Other long-term assets		$ 100

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Finished product ready for sale	$ 539,562	$ 527,238
Work-in-process, bulk product and raw materials	56,798	49,246
Packaging supplies	6,226	6,728
Inventory	$ 602,586	$ 583,212

LONG-TERM DEBT _ INTEREST EXP25

LONG-TERM DEBT / INTEREST EXPENSE - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument
Net carrying amount	$ 1,515,382	$ 1,540,453
Debt issuance costs	(2,062)	(2,306)
Less: current maturities	(12,562)	(12,562)
Long-term debt	1,502,820	1,527,891
Term Loan Facility
Debt Instrument
Discount	1,400	1,600
Net carrying amount	1,169,520	1,170,486
Credit Facility | Revolving Credit Facility
Debt Instrument
Net carrying amount	100,000	127,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Debt Instrument
Discount	34,822	37,179
Net carrying amount	$ 247,924	$ 245,273

LONG-TERM DEBT _ INTEREST EXP26

LONG-TERM DEBT / INTEREST EXPENSE (Details) - USD ($)	Apr. 10, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Debt Instrument
Borrowings outstanding		$ 1,515,382,000		$ 1,540,453,000
Additional borrowings outstanding from the revolving credit facility		64,000,000	$ 90,000,000
Subsequent Event
Debt Instrument
Excess cash flow payment	$ 39,700,000
Payments for excess cash flows, paid with cash on hand	11,500,000
Revolving Credit Facility
Debt Instrument
Maximum borrowing capacity		$ 300,000,000
Weighted average interest rate		3.10%		2.70%
Commitment fee on undrawn portion of revolving credit facility		0.50%		0.50%
Line of credit facility, remaining borrowing capacity		$ 194,300,000
Revolving Credit Facility | Subsequent Event
Debt Instrument
Additional borrowings outstanding from the revolving credit facility	$ 28,200,000
Letter Of Credit
Debt Instrument
Outstanding letters of credit fee		2.50%		2.50%
Letters of credit outstanding		$ 5,700,000
Term Loan Facility
Debt Instrument
Maximum borrowing capacity		$ 1,200,000,000
Effective interest rate		3.49%		3.27%
Borrowings outstanding		$ 1,169,520,000		$ 1,170,486,000
Credit Facility | Revolving Credit Facility
Debt Instrument
Borrowings outstanding		100,000,000		127,000,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Debt Instrument
Borrowings outstanding		247,924,000		245,273,000
Principal		$ 287,500,000		$ 287,500,000
Interest rate		1.50%

LONG-TERM DEBT _ INTEREST EXP27

LONG-TERM DEBT / INTEREST EXPENSE - Components of Convertible Debt (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Liability component
Net carrying amount	$ 1,515,382,000	$ 1,540,453,000
Convertible Senior Notes | 1.5% Convertible Senior Notes, Due 2020
Liability component
Principal	287,500,000	287,500,000
Conversion feature	(34,822,000)	(37,179,000)
Discount related to debt issuance costs	(4,754,000)	(5,048,000)
Net carrying amount	$ 247,924,000	$ 245,273,000

LONG-TERM DEBT _ INTEREST EXP28

LONG-TERM DEBT / INTEREST EXPENSE - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Debt Instrument
Other	$ 721	$ (16)
Interest expense, net	(15,894)	(14,443)
Senior Credit Facility
Debt Instrument
Amortization of discount and debt issuance costs	625	592
Interest expense	11,432	10,874
Senior Credit Facility | Revolving Credit Facility
Debt Instrument
Interest expense (excluding amortization)	1,289	616
Senior Credit Facility | Term Loan Facility
Debt Instrument
Interest expense (excluding amortization)	9,518	9,666
1.5% Convertible Senior Notes, Due 2020 | Convertible Senior Notes
Debt Instrument
Interest expense (excluding amortization)	1,078	1,078
Amortization of conversion feature	2,357	2,232
Amortization of discount and debt issuance costs	306	275
Interest expense	$ 3,741	$ 3,585

FAIR VALUE MEASUREMENTS AND F29

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Carrying Amount and Estimated Fair Values of the Financial Instruments (Details) - Level 2 - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Senior Credit Facility | Term Loan Facility | Carrying Amount
Actual and estimated fair values of the financial instruments
Long-term debt	$ 1,169,520	$ 1,170,486
Senior Credit Facility | Term Loan Facility | Fair Value
Actual and estimated fair values of the financial instruments
Long-term debt	988,244	1,100,257
1.5% Convertible Senior Notes, Due 2020 | Notes | Carrying Amount
Actual and estimated fair values of the financial instruments
Long-term debt	247,924	245,273
1.5% Convertible Senior Notes, Due 2020 | Notes | Fair Value
Actual and estimated fair values of the financial instruments
Long-term debt	$ 149,969	$ 185,794

CONTINGENCIES (Details)

CONTINGENCIES (Details)	Sep. 18, 2014patent	Feb. 29, 2012action	Dec. 31, 2016	Mar. 31, 2017USD ($)lawsuit
Commitments and contingencies
Accrual for environmental loss				$ 0
Product Liability
Commitments and contingencies
Deductible/retention per claim				4,000,000
Aggregate cap on retained loss				$ 10,000,000
DMAA Claims | Product Liability
Commitments and contingencies
Number of pending lawsuits in which company is named | lawsuit				31
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
Subpoena from Department of Justice Related to USP Labs
Commitments and contingencies
Term of settlement agreement			60 months
Holland and Barrett Litigation
Commitments and contingencies
Loss Contingency, Number of Unused Patents | patent	5
Loss Contingency, Period of Unused Patents	5 years
Litigation charge				$ 2,100,000

EARNINGS PER SHARE - Schedule o

EARNINGS PER SHARE - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Basic weighted-average shares (in shares)	68,246	73,078
Effect of dilutive stock-based compensation awards (in shares)	54	295
Diluted weighted-average shares (in shares)	68,300	73,373

EARNINGS PER SHARE- Schedule of

EARNINGS PER SHARE- Schedule of Antidilutive and Contingently Issuable Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based awards excluded from diluted EPS (in shares)	2,154	1,102
Performance-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contingently issuable awards excluded from diluted EPS (in shares)	77	141
Market-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contingently issuable awards excluded from diluted EPS (in shares)	462	0
Time-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive awards excluded from diluted EPS (in shares)	1,615	794
Market-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive awards excluded from diluted EPS (in shares)	0	167

SEGMENTS (Details)

SEGMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)segment	Mar. 31, 2016USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	3
Revenue:
Revenue	$ 644,838	$ 668,905
Operating income:
Operating income	53,553	94,065
Interest expense, net	(15,894)	(14,443)
Income before income taxes	37,659	79,622
Manufacturing/ Wholesale
Revenue:
Revenue	52,500	57,463
Operating Segment
Revenue:
Revenue	706,136	731,936
Operating income:
Operating income	81,237	117,837
Operating Segment | U.S. and Canada
Revenue:
Revenue	552,921	574,600
Operating income:
Operating income	50,145	86,301
Operating Segment | International
Revenue:
Revenue	39,417	36,842
Operating income:
Operating income	14,535	13,103
Operating Segment | Manufacturing/ Wholesale
Revenue:
Revenue	113,798	120,494
Operating income:
Operating income	16,557	18,433
Intersegment Eliminations
Revenue:
Revenue	(61,298)	(63,031)
Intersegment Eliminations | Manufacturing/ Wholesale
Revenue:
Revenue	61,298	63,031
Corporate, Non-Segment
Operating income:
Unallocated corporate costs and other	$ (27,684)	$ (23,772)

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income tax expense	$ 13,809	$ 28,807
Effective income tax rate	36.70%	36.20%
Discrete tax benefit	$ 6,300		$ 6,500
Interest and penalties accrued related to unrecognized tax benefits	$ 1,900		$ 1,900