ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class: |
Trading Symbol(s): |
Name of each exchange on which registered: | ||
Large accelerated filer |
☒ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
☐ |
• | the potential impacts of the COVID-19 pandemic on us; our Members, customers, and supply chain; and the world economy; |
• | our ability to attract and retain Members; |
• | our relationship with, and our ability to influence the actions of, our Members; |
• | our noncompliance with, or improper action by our employees or Members in violation of, applicable U.S. and foreign laws, rules, and regulations; |
• | adverse publicity associated with our Company or the direct-selling industry, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws; |
• | changing consumer preferences and demands; |
• | the competitive nature of our business and industry; |
• | legal and regulatory matters, including regulatory actions concerning, or legal challenges to, our products or network marketing program and product liability claims; |
• | the Consent Order entered into with the FTC, the effects thereof and any failure to comply therewith; |
• | risks associated with operating internationally and in China; |
• | our dependence on increased penetration of existing markets; |
• | any material disruption to our business caused by natural disasters, other catastrophic events, acts of war or terrorism, cybersecurity incidents, pandemics and/or other acts by third parties; |
• | noncompliance by us or our Members with any privacy laws, rules, or regulations or any security breach involving the misappropriation, loss, or other unauthorized use or disclosure of confidential information; |
• | contractual limitations on our ability to expand or change our direct-selling business model; |
• | our reliance on our information technology infrastructure and manufacturing facilities and those of our outside manufacturers; |
• | the sufficiency of our trademarks and other intellectual property; |
• | product concentration; |
• | our reliance upon, or the loss or departure of any member of, our senior management team; |
• | restrictions imposed by covenants in the agreements governing our indebtedness; |
• | risks related to our convertible notes; |
• | changes in, and uncertainties relating to, the application of transfer pricing, customs duties, value added taxes, and other tax laws, treaties, and regulations, or their interpretation; |
• | our incorporation under the laws of the Cayman Islands; and |
• | share price volatility related to, among other things, speculative trading and certain traders shorting our common shares. |
Item 1. |
Business |
Percentage of Net Sales |
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2020 |
2019 |
2018 |
Description |
Representative Products | ||||||||||||
Weight Management |
59.8 | % | 61.8 | % | 63.5 | % | Meal replacement, protein shakes, drink mixes, weight loss enhancers and healthy snacks | Formula 1 Healthy Meal, Herbal Tea Concentrate, Protein Drink Mix, Personalized Protein Powder, Total Control ® Prolessa ™ Duo | ||||||||
Targeted Nutrition |
27.6 | % | 26.2 | % | 25.4 | % | Functional beverages and dietary and nutritional supplements containing quality herbs, vitamins, minerals and other natural ingredients | Herbal Aloe Concentrate, Active Fiber Complex, Niteworks ® Herbalifeline ® | ||||||||
Energy, Sports, and Fitness |
7.9 | % | 7.2 | % | 6.3 | % | Products that support a healthy active lifestyle | Herbalife24 ® N-R-G Liftoff ® | ||||||||
Outer Nutrition |
2.0 | % | 2.0 | % | 1.9 | % | Facial skin care, body care, and hair care | Herbalife SKIN Herbal Aloe Bath and Body Care | ||||||||
Literature, Promotional, and Other |
2.7 | % | 2.8 | % | 2.9 | % | Start-up kits, sales tools, and educational materials |
Herbalife Member Packs and Biz Works |
Number of Sales Leaders |
Sales Leader Retention Rate |
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2020 |
2019 |
2018 |
2020 |
2019 |
2018 |
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North America |
71,202 | 66,264 | 49,379 | 65.4 | % | 73.2 | % | 65.9 | % | |||||||||||||||
Mexico |
72,866 | 75,475 | 71,719 | 66.6 | % | 69.9 | % | 66.3 | % | |||||||||||||||
South and Central America |
61,535 | 64,929 | 66,325 | 60.7 | % | 62.2 | % | 59.0 | % | |||||||||||||||
EMEA |
130,438 | 121,297 | 107,528 | 70.6 | % | 71.3 | % | 68.7 | % | |||||||||||||||
Asia Pacific |
158,815 | 133,817 | 114,818 | 65.7 | % | 64.4 | % | 59.0 | % | |||||||||||||||
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Total sales leaders |
494,856 | 461,782 | 409,769 | 66.5 | % | 67.9 | % | 63.6 | % | |||||||||||||||
China |
70,701 | 89,077 | 76,600 | |||||||||||||||||||||
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Worldwide total sales leaders |
565,557 | 550,859 | 486,369 | |||||||||||||||||||||
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Item 1A. |
R isk Factors |
• | Our failure to establish and maintain Member and sales leader relationships could negatively impact sales of our products and materially harm our business, financial condition, and operating results. |
• | Because we cannot exert the same level of influence or control over our Members as we could if they were our employees, our Members could fail to comply with applicable law or our rules and procedures, which could result in claims against us that could materially harm our business, financial condition, and operating results. |
• | Adverse publicity associated with our Company or the direct-selling industry could materially harm our business, financial condition, and operating results. |
• | Our failure to compete successfully could materially harm our business, financial condition, and operating results. |
• | Since one of our products constitutes a significant portion of our net sales, significant decreases in consumer demand for this product or our failure to produce a suitable replacement, could materially harm our business, financial condition, and operating results. |
• | Our contractual obligation to sell our products only through our Herbalife Member network and to refrain from changing certain aspects of our Marketing Plan may limit our growth. |
• | Our failure to appropriately respond to changing consumer trends, preferences, and demand for new products and product enhancements could materially harm our Member relationships and our Members’ customer relationships and product sales or otherwise materially harm our business, financial condition, and operating results. |
• | If we fail to further penetrate existing markets, the growth in sales of our products, along with our operating results could be negatively impacted. |
• | Our business could be materially and adversely affected by natural disasters, other catastrophic events, acts of war or terrorism, cybersecurity incidents, pandemics, and/or other acts by third parties. |
• | We depend on the integrity and reliability of our information technology infrastructure, and any related interruptions or inadequacies may have a material adverse effect on our business, financial condition, and operating results. |
• | If any of our manufacturing facilities or third-party manufacturers fail to reliably supply products to us at required levels of quality or fail to comply with applicable laws, our financial condition and operating results could be materially and adversely impacted. |
• | If we lose the services of members of our senior management team, our business, financial condition, and operating results could be materially harmed. |
• | Our share price may be adversely affected by third parties who raise allegations about our Company. |
• | Our products are affected by extensive regulations, and our failure or our Members’ failure to comply with any regulations could lead to significant penalties or claims, which could materially harm our financial condition and operating results. |
• | Our network marketing program is subject to extensive regulation and scrutiny and any failure to comply, or alteration to our compensation practices in order to comply, with these regulations could materially harm our business, financial condition, and operating results. |
• | We are subject to the Consent Order with the FTC, the effects of which, or any failure to comply therewith, could materially harm our business, financial condition, and operating results. |
• | Our actual or perceived failure to comply with privacy and data protection laws, rules, and regulations could materially harm our business, financial condition, and operating results. |
• | We are subject to material product liability risks, which could increase our costs and materially harm our business, financial condition, and operating results. |
• | If we fail to protect our intellectual property, our ability to compete could be negatively affected, which could materially harm our financial condition and operating results. |
• | If we infringe the intellectual property rights of others, our business, financial condition, and operating results could be materially harmed. |
• | We may be held responsible for additional compensation, certain taxes, or assessments relating to the activities of our Members, which could materially harm our financial condition and operating results. |
• | A substantial portion of our business is conducted in foreign jurisdictions, exposing us to the risks associated with international operations. |
• | We are subject to the anti-bribery laws, rules, and regulations of the United States and the other foreign jurisdictions in which we operate. |
• | If we do not comply with transfer pricing, customs duties VAT, and similar regulations, we may be subject to additional taxes, customs duties, interest, and penalties in material amounts, which could materially harm our financial condition and operating results. |
• | Our business in China is subject to general, as well as industry-specific, economic, political, and legal developments and risks and requires that we utilize a modified version of the business model we use elsewhere in the world. |
• | The United Kingdom’s exit from the European Union could adversely impact us. |
• | The terms and covenants in our existing indebtedness could limit our discretion with respect to certain business matters, which could harm our business, financial condition, and operating results. |
• | The conversion or maturity of our convertible notes may adversely affect our financial condition and operating results, and their conversion into common shares could have a dilutive effect that could cause our share price to go down. |
• | Holders of our common shares may difficulties in protecting their interests because we are incorporated under Cayman Islands law. |
• | Provisions of our articles of association and Cayman Islands law may impede a takeover or make it more difficult for shareholders to change the direction or management of the Company, which could reduce shareholders’ opportunity to influence management of the Company. |
• | There is uncertainty as to shareholders’ ability to enforce certain foreign civil liabilities in the Cayman Islands. |
• | U.S. Tax Reform may adversely impact certain U.S. shareholders of the Company. |
• | the safety, quality, and efficacy of our products, as well as those of similar companies; |
• | our Members; |
• | our network marketing program or the attractiveness or viability of the financial opportunities it may provide; |
• | the direct-selling business generally; |
• | actual or purported failure by us or our Members to comply with applicable laws, rules, and regulations, including those regarding product claims and advertising, good manufacturing practices, the regulation of our network marketing program, the registration of our products for sale in our target markets or other aspects of our business; |
• | the security of our information technology infrastructure; and |
• | actual or alleged impropriety, misconduct, or fraudulent activity by any person formerly or currently associated with our Members or us. |
• | accurately anticipate consumer needs; |
• | innovate and develop new products and product enhancements that meet these needs; |
• | successfully commercialize new products and product enhancements; |
• | price our products competitively; |
• | manufacture and deliver our products in sufficient volumes and in a cost-effective and timely manner; and |
• | differentiate our product offerings from those of our competitors and successfully respond to other competitive pressures, including technological advancements, evolving industry standards, and changing regulatory requirements. |
• | pay dividends, redeem share capital or capital stock and make other restricted payments and investments; |
• | sell assets or merge, consolidate, or transfer all or substantially all of our subsidiaries’ assets; |
• | incur or guarantee additional debt; |
• | impose dividend or other distribution restrictions on our subsidiaries; and |
• | create liens on our and our subsidiaries’ assets. |
• | a company is acting or proposing to act illegally or outside the scope of its corporate authority; |
• | the act complained of, although not beyond the scope of the company’s corporate authority, could be effected only if authorized by more than the number of votes of the shareholders of the company actually obtained; or |
• | those who control the company are perpetrating a “fraud on the minority”. |
• | the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with; |
• | the shareholders who voted at the meeting in question fairly represent the relevant class of shareholders to which they belong; |
• | the scheme of arrangement is such as a businessman would reasonably approve; and |
• | the scheme of arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
Item 1B. |
Unresolv ed Staff Comments |
Item 2. |
Pr operties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Saf ety Disclosures |
Item 5. |
Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
December 31, | ||||||||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
2020 | |||||||||||||||||||||||||
Herbalife Nutrition Ltd. |
$ | 100.00 | $ | 89.78 | $ | 126.30 | $ | 219.88 | $ | 177.81 | $ | 179.22 | ||||||||||||||||||
S&P 500 Index |
$ | 100.00 | $ | 111.96 | $ | 136.40 | $ | 130.42 | $ | 171.49 | $ | 203.04 | ||||||||||||||||||
Old Peer Group(1) |
$ | 100.00 | $ | 118.17 | $ | 120.63 | $ | 87.26 | $ | 113.41 | $ | 127.94 | ||||||||||||||||||
New Peer Group(2) |
$ | 100.00 | $ | 106.12 | $ | 125.05 | $ | 132.58 | $ | 95.97 | $ | 118.65 |
(1) | The Old Peer Group consists of Avon Products, Inc., Conagra Brands, Inc., The Hain Celestial Group, Inc., Nu Skin Enterprises, Inc., Post Holdings, Inc., Tupperware Brands Corporation, and USANA Health Sciences, Inc. |
(2) | The New Peer Group consists of Conagra Brands, Inc., The Hain Celestial Group, Inc., Nu Skin Enterprises, Inc., Post Holdings, Inc., Tupperware Brands Corporation, and USANA Health Sciences, Inc. |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||
October 1 — October 31 |
— | $ | — | — | $ | 682,860,678 | ||||||||||||||
November 1 — November 30 |
947,800 | $ | 47.57 | 947,800 | $ | 637,778,537 | ||||||||||||||
December 1 — December 31 |
604,458 | $ | 49.43 | 604,458 | $ | 607,900,292 | ||||||||||||||
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1,552,258 | $ | 48.29 | 1,552,258 | $ | 607,900,292 | |||||||||||||||
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Item 6. |
Selecte d Financial Data |
Year Ended December 31, |
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2020 |
2019 |
2018 |
2017 |
2016 |
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(in millions, except per share amounts) |
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Income statement data: |
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Net sales |
$ | 5,541.8 | $ | 4,877.1 | $ | 4,891.8 | $ | 4,427.7 | $ | 4,488.4 | ||||||||||
Cost of sales |
1,150.6 | 958.0 | 919.3 | 848.6 | 854.6 | |||||||||||||||
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Gross profit |
4,391.2 | 3,919.1 | 3,972.5 | 3,579.1 | 3,633.8 | |||||||||||||||
Royalty overrides |
1,690.1 | 1,448.2 | 1,364.0 | 1,254.2 | 1,272.6 | |||||||||||||||
Selling, general, and administrative expenses |
2,075.0 | 1,940.3 | 1,955.2 | 1,758.6 | 1,966.9 | |||||||||||||||
Other operating income |
(14.5 | ) | (37.5 | ) | (29.8 | ) | (50.8 | ) | (63.8 | ) | ||||||||||
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Operating income |
640.6 | 568.1 | 683.1 | 617.1 | 458.1 | |||||||||||||||
Interest expense, net |
124.2 | 132.4 | 161.6 | 146.3 | 93.4 | |||||||||||||||
Other expense (income), net |
— | (15.7 | ) | 57.3 | (0.4 | ) | — | |||||||||||||
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Income before income taxes |
516.4 | 451.4 | 464.2 | 471.2 | 364.7 | |||||||||||||||
Income taxes(1) |
143.8 | 140.4 | 167.6 | 257.3 | 104.7 | |||||||||||||||
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Net income |
$ | 372.6 | $ | 311.0 | $ | 296.6 | $ | 213.9 | $ | 260.0 | ||||||||||
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Earnings per share: |
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Basic |
$ | 2.83 | $ | 2.26 | $ | 2.12 | $ | 1.35 | $ | 1.57 | ||||||||||
Diluted |
$ | 2.77 | $ | 2.20 | $ | 1.98 | $ | 1.29 | $ | 1.51 | ||||||||||
Weighted-average shares outstanding: |
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Basic |
131.5 | 137.4 | 140.2 | 158.5 | 166.1 | |||||||||||||||
Diluted |
134.5 | 141.6 | 149.5 | 165.7 | 172.2 | |||||||||||||||
Other financial data: |
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Net cash provided (used) by: |
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Operating activities |
628.6 | 457.5 | 648.4 | 590.8 | 367.3 | |||||||||||||||
Investing activities |
(123.2 | ) | (108.0 | ) | (83.9 | ) | (95.2 | ) | (142.4 | ) | ||||||||||
Financing activities |
(320.9 | ) | (713.0 | ) | (593.1 | ) | (85.2 | ) | (252.3 | ) | ||||||||||
Depreciation and amortization |
100.3 | 97.7 | 100.4 | 99.8 | 98.3 | |||||||||||||||
Capital expenditures(2) |
116.8 | 110.2 | 88.2 | 95.1 | 144.3 | |||||||||||||||
Balance sheet data: |
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Cash and cash equivalents |
$ | 1,045.4 | $ | 839.4 | $ | 1,198.9 | $ | 1,278.8 | $ | 844.0 | ||||||||||
Receivables, net of allowance for doubtful accounts |
83.3 | 79.7 | 70.5 | 93.3 | 70.3 | |||||||||||||||
Inventories |
501.4 | 436.2 | 381.8 | 341.2 | 371.3 | |||||||||||||||
Working capital |
648.5 | 523.8 | 216.2 | 953.5 | 671.0 | |||||||||||||||
Total assets |
3,076.1 | 2,678.6 | 2,789.8 | 2,895.1 | 2,565.4 | |||||||||||||||
Total debt |
2,428.4 | 1,803.0 | 2,453.8 | 2,268.1 | 1,447.9 | |||||||||||||||
Total shareholders’ (deficit) equity(3) |
(856.1 | ) | (390.0 | ) | (723.4 | ) | (334.7 | ) | 196.3 | |||||||||||
Dividends declared per share |
$ | — | $ | — | $ | — | $ | — | $ | — |
(1) | Income taxes for the years ended December 31, 2018 and 2017 include the impact of the U.S. Tax Reform enacted during the fourth quarter of 2017, as described further in Note 12, Income Taxes Exhibits, Financial Statement Schedules Form 10-K. |
(2) | Includes accrued capital expenditures. See the Consolidated Statements of Cash Flows included in Part IV, Item 15, Exhibits, Financial Statement Schedules 10-K for capital expenditures paid in cash during the years ended December 31, 2020, 2019, and 2018. |
(3) | During the year ended December 31, 2020, we did not pay any dividends and we repurchased 18.4 million of our common shares under our share repurchase program at an aggregate cost of approximately $892.1 million through open-market purchases and the modified Dutch auction tender offer that closed in August 2020. During the year ended December 31, 2019, we did not pay any dividends or repurchase any of our common shares through open market purchases. During the year ended December 31, 2018, we did not pay any dividends and we repurchased 11.4 million of our common shares under our share repurchase program at an aggregate cost of approximately $600.3 million through open-market purchases by an indirect wholly-owned subsidiary and the modified Dutch auction tender offer that closed in May 2018. During the year ended December 31, 2017, we did not pay any dividends and we repurchased 23.5 million of our common shares under our share repurchase program at an aggregate cost of approximately $795.3 million, inclusive of transaction costs and the issuance of the non-transferable contractual contingent value right, or CVR, through open-market purchases by an indirect wholly-owned subsidiary and the modified Dutch auction tender offer that closed in October 2017. During the year ended December 31, 2016, we did not pay any dividends or repurchase any of our common shares through open market purchases. Our share repurchase programs, the modified Dutch auction tender offers, and the CVR are discussed in greater detail in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Shareholders’ Deficit Exhibits, Financial Statement Schedules Form 10-K. |
Item 7. |
Management ’ s Discussion and Analysis o f Financial Condition and Results of Operations |
• | North America; |
• | Mexico; |
• | South and Central America; |
• | EMEA, which consists of Europe, the Middle East, and Africa; |
• | Asia Pacific (excluding China); and |
• | China. |
• | Constrained ability to deliver product to Members and/or have Members pick product up from our access points due to facility closures and other precautionary measures we have implemented; |
• | Restrictions or outright prohibitions on in-person training and promotional meetings and events for Members that are a key aspect of our business model, such as our annual regional Extravaganzas; |
• | Constrained ability of Members to have face-to-face |
• | Slowed office operations as many of our employees have limited access to their regular place of employment. |
• | Adapting product access to the varying market-specific challenges, including shifting to more home product delivery from Member pick-up, and shifting to online or phone orders only from in-person ordering; |
• | Enhancing our training and promotion of technological tools offered to support Members’ online operations and accelerating the launch of certain functionalities, such as functions that facilitate our Members’ ability to communicate and transact with Nutrition Club customers; |
• | Members continuing to or increasing the ways they leverage the Internet and social media for customer contact including training, order-taking, and acceptance of payment; |
• | Member-operated Nutrition Clubs adding to or shifting from on-site offerings of single servings to carry-out and home delivery of single servings, as well as sales of fully packaged products; |
• | Instituting product purchase limitations for certain in-demand products to help ensure as many Members and their customers have fair access to these products and to minimize out-of-stock |
• | Physical changes at our major facilities, such as our manufacturing plants and distribution centers, including pre-entry temperature checks, face masks for employees, and plexiglass barriers, and employees working from home where possible rather than at company offices. |
Year Ended December 31, |
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2020 |
2019 |
% Change |
2019 |
2018 |
% Change |
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(Volume Points in millions) |
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North America(1) |
1,735.0 | 1,317.0 | 31.7 | % | 1,317.0 | 1,229.4 | 7.1 | % | ||||||||||||||||
Mexico |
879.7 | 882.8 | (0.4 | )% | 882.8 | 920.5 | (4.1 | )% | ||||||||||||||||
South and Central America(2) |
535.2 | 516.5 | 3.6 | % | 516.5 | 561.6 | (8.0 | )% | ||||||||||||||||
EMEA |
1,562.5 | 1,290.1 | 21.1 | % | 1,290.1 | 1,219.9 | 5.8 | % | ||||||||||||||||
Asia Pacific |
1,690.2 | 1,565.0 | 8.0 | % | 1,565.0 | 1,291.4 | 21.2 | % | ||||||||||||||||
China |
523.8 | 497.2 | 5.3 | % | 497.2 | 669.2 | (25.7 | )% | ||||||||||||||||
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Worldwide(3) |
6,926.4 | 6,068.6 | 14.1 | % | 6,068.6 | 5,892.0 | 3.0 | % | ||||||||||||||||
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(1) | Excluding Volume Point adjustments made during 2018 for certain products in certain markets, the percent change for the year ended December 31, 2019 would have been an increase of 6.2%. |
(2) | Excluding Volume Point adjustments made during 2018 for certain products in certain markets, the percent change for the year ended December 31, 2019 would have been a decrease of 8.6%. |
(3) | Excluding the Volume Point adjustments made during 2018 for certain products in certain markets in the North America and South and Central America regions noted above, the percent change for the year ended December 31, 2019 would have been an increase of 2.8%. |
• | royalty overrides and production bonuses; |
• | the Mark Hughes bonus payable to some of our most senior Members; and |
• | other discretionary incentive cash bonuses to qualifying Members. |
Year Ended December 31, |
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2020 |
2019 |
2018 |
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Operations: |
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Net sales |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales |
20.8 | 19.6 | 18.8 | |||||||||
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Gross profit |
79.2 | 80.4 | 81.2 | |||||||||
Royalty overrides(1) |
30.5 | 29.7 | 27.9 | |||||||||
Selling, general, and administrative expenses(1) |
37.4 | 39.8 | 39.9 | |||||||||
Other operating income |
(0.3 | ) | (0.8 | ) | (0.6 | ) | ||||||
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Operating income |
11.6 | 11.7 | 14.0 | |||||||||
Interest expense |
2.5 | 3.1 | 3.7 | |||||||||
Interest income |
0.2 | 0.4 | 0.4 | |||||||||
Other expense (income), net |
— | (0.3 | ) | 1.2 | ||||||||
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