This Quarterly Report on Form 10-Q (this "Quarterly Report") contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that represent our current expectations and beliefs.  All statements
other than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws and include, but are not limited
to, statements of management's expectations regarding our performance,
initiatives, strategies, product introductions and offerings, growth,
opportunities and risks; statements of projections regarding future sales,
expenses, operating results, taxes and duties, capital expenditures, sources and
uses of cash, foreign-currency fluctuations or devaluations, repatriation of
undistributed earnings, and other financial items; statements of management's
expectations and beliefs regarding our markets and global economic conditions;
statements regarding the payment of future dividends and stock repurchases;
statements regarding the outcome of litigation, audits, investigations or other
regulatory actions; statements regarding government policies and regulations
relating to our industry, including government policies and regulations in
Mainland China; accounting estimates and assumptions; statements of belief; and
statements of assumptions underlying any of the foregoing. In some cases, you
can identify these statements by forward-looking words such as "believe,"
"expect," "optimistic," "project," "anticipate," "determine," "estimate,"
"intend," "plan," "goal," "objective," "targets," "become," "likely," "will,"
"would," "could," "may," "might," the negative of these words and other similar
words. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law.  We caution and advise readers that
these statements are based on assumptions that may not be realized and involve
risks and uncertainties that could cause actual results to differ materially
from the expectations and beliefs contained herein. For a summary of these
risks, see the risk factors included in our Annual Report on Form 10-K for the
2021 fiscal year and in our subsequent quarterly and other reports, including
this Quarterly Report.

The following Management's Discussion and Analysis should be read in conjunction
with our consolidated financial statements and related notes and Management's
Discussion and Analysis included in our Annual Report on Form 10-K for the 2021
fiscal year, and our other reports filed with the Securities and Exchange
Commission through the date of this Quarterly Report.

Overview



Revenue for the three-month period ended June 30, 2022 decreased 20% to $560.6
million, compared to $704.1 million in the prior-year period, and revenue for
the six-month period ended June 30, 2022 decreased 16% to $1.2 billion, compared
to $1.4 billion in the prior-year period. Our revenue in the second quarter and
first half of 2022 was negatively impacted 5% and 4%, respectively, from
foreign-currency fluctuations. Our Customers, Paid Affiliates and Sales Leaders
declined 6%, 16% and 24%, respectively, on a year-over-year basis.

Our second quarter and first half of 2022 revenue was softer than anticipated
primarily driven by COVID-related factors in Mainland China, distractions in
EMEA related to the ongoing conflict in Russia and Ukraine, and the general
global economic downturn.  Despite these continuing headwinds, we are optimistic
about our EmpowerMe personalized beauty and wellness strategy with the expected
launch of the ageLOC LumiSpa iO in the back half of the year.

Earnings per share for the second quarter of 2022 decreased 42% to $0.67,
compared to $1.15 in the prior-year period. Earnings per share for the first six
months of 2022 decreased 31% to $1.43, compared to $2.06 in the prior-year
period. The decrease in earnings per share for the second quarter and first half
of 2022 was primarily driven by the decrease in revenue along with a decline in
gross margin from sales promotions.

In August 2022, management approved a restructuring plan for the second half of
2022. The charges are expected to be approximately $30 million for the third
quarter of 2022 and $35-$45 million for the second half of 2022. These charges
will predominantly be recorded in restructuring and impairment, as part of
operating income. The plan includes approximately $30-$35 million of cash
charges related to severance and lease termination cost and approximately $5-$10
million of non-cash impairment charges of fixed assets related to the footprint
optimization.

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Segment Results



We report our business in nine segments to reflect our current management
approach. These segments consist of our seven geographic Nu Skin
segments-Americas, Mainland China, Southeast Asia/Pacific, South Korea, Japan,
EMEA, and Hong Kong/Taiwan-and our Rhyz Investment segments-Manufacturing and
Rhyz other. The Nu Skin other category includes miscellaneous corporate revenue
and related adjustments. The Rhyz other segment includes other investments by
our Rhyz strategic investment arm, which were entered into during the second
quarter of 2021.

The following table sets forth revenue for the three- and six-month periods
ended June 30, 2022 and 2021 for each of our reportable segments (U.S. dollars
in thousands):

                           Three Months Ended                         Constant-            Six Months Ended                           Constant-
                                June 30,                              Currency                 June 30,                               Currency
                           2022          2021          Change         Change(1)          2022            2021          Change         Change(1)
Nu Skin
Americas                 $ 124,445     $ 138,512            (10 )%            (9 )%   $   248,025     $   272,273            (9 )%            (8 )%
Mainland China              86,808       154,182            (44 )%           (42 )%       211,303         303,775           (30 )%           (31 )%
Southeast Asia/Pacific      94,067        83,968             12 %             16 %        184,303         167,257            10 %             14 %
South Korea                 69,308        88,604            (22 )%           (12 )%       141,441         169,735           (17 )%            (8 )%
Japan                       55,952        68,020            (18 )%            (3 )%       117,743         137,884           (15 )%            (3 )%
EMEA                        50,871        83,115            (39 )%           (31 )%       103,839         159,295           (35 )%           (28 )%
Hong Kong/Taiwan            39,327        38,529              2 %              6 %         77,821          74,874             4 %              6 %
Nu Skin other                1,318           947             39 %             39 %          1,938           1,825             6 %              6 %
Total Nu Skin              522,096       655,877            (20 )%           (15 )%     1,086,413       1,286,918           (16 )%           (12 )%
Rhyz Investments
Manufacturing               38,229        48,140            (21 )%           (21 )%        78,570          94,125           (17 )%           (17 )%
Rhyz other                     290            38            663 %            663 %            531              38         1,297 %          1,297 %
Total Rhyz Investments      38,519        48,178            (20 )%           (20 )%        79,101          94,163           (16 )%           (16 )%
Total                    $ 560,615     $ 704,055            (20 )%           (15 )%   $ 1,165,514     $ 1,381,081           (16 )%           (12 )%


(1) Constant-currency revenue change is a non-GAAP financial measure. See

"Non-GAAP Financial Measures," below.





The following table sets forth segment contribution for the three- and six-month
periods ended June 30, 2022 and 2021 for each of our reportable segments (U.S.
dollars in thousands). Segment contribution excludes certain intercompany
charges, specifically royalties, license fees, transfer pricing and other
miscellaneous items. We use segment contribution to measure the portion of
profitability that the segment managers have the ability to control for their
respective segments. The prior year segment contribution has been recast for the
fourth quarter of 2021 exit of the Grow Tech segment and the expense has been
recast to Corporate and other. For additional information regarding our segments
and the calculation of segment contribution, see Note 10 to the consolidated
financial statements contained in this report.

                           Three Months Ended                           Six Months Ended
                                June 30,                                    June 30,
                           2022          2021          Change          2022          2021          Change
Nu Skin
Americas                 $  30,026     $  28,998              4 %    $  55,149     $  57,743             (4 )%
Mainland China              12,945        51,480            (75 )%      41,940        90,919            (54 )%
Southeast Asia/Pacific      24,367        21,213             15 %       47,773        40,861             17 %
South Korea                 20,578        28,892            (29 )%      43,321        55,417            (22 )%
Japan                       13,451        16,461            (18 )%      28,764        34,442            (16 )%
EMEA                         6,162        13,681            (55 )%       9,998        22,577            (56 )%
Hong Kong/Taiwan             9,161         8,560              7 %       17,851        15,908             12 %
Total Nu Skin              116,690       169,285            (31 )%     244,796       317,867            (23 )%
Rhyz Investments
Manufacturing                1,188         6,764            (82 )%       4,480        12,590            (64 )%
Rhyz other                  (1,299 )        (519 )         (150 )%      (2,345 )        (519 )         (352 )%
Total Rhyz Investments   $    (111 )   $   6,245           (102 )%   $   2,135     $  12,071             82 %



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The following tables provide information concerning the number of Customers,
Paid Affiliates and Sales Leaders in our core Nu Skin business for the
three-month periods ended June 30, 2022 and 2021. During the first quarter of
2022, in connection with the introduction of the new metric Paid Affiliates, we
reviewed how we currently present Sales Leaders and adjusted that metric's
definition to what we believe provides a better insight into the trends of our
business. The definition of our Customer metric remained unchanged. We have
recast the 2021 Sales Leaders to the new definition.

? "Customers" are persons who have purchased directly from the Company during the

three months ended as of the date indicated. Our Customer numbers include

members of our sales force who made such a purchase, including Paid Affiliates

and those who qualify as Sales Leaders, but they do not include consumers who

purchase products directly from members of our sales force.

? "Paid Affiliates" are any Brand Affiliates, as well as sales employees and

independent marketers in Mainland China, who earned sales compensation during

the three-month period. In all of our markets besides Mainland China, we refer

to members of our independent sales force as "Brand Affiliates" because their

primary role is to promote our brand and products through their personal social


   networks.



? "Sales Leaders" are the three-month average of our monthly Brand Affiliates, as

well as sales employees and independent marketers in Mainland China, who had


   achieved certain qualification requirements as of the end of each month of the
   quarter.



                             Three Months Ended
                                  June 30,
Customers                   2022            2021          Change
Americas                     302,849         368,052          (18 )%
Mainland China               392,268         328,526           19 %
Southeast Asia/Pacific       152,775         165,221           (8 )%
South Korea                  135,290         153,282          (12 )%
Japan                        122,643         125,734           (2 )%
EMEA                         205,379         261,881          (22 )%
Hong Kong/Taiwan              69,411          64,861            7 %
Total                      1,380,615       1,467,557           (6 )%



                           Three Months Ended
                                June 30,
Paid Affiliates            2022          2021         Change
Americas                    44,523        53,492          (17 )%
Mainland China              19,257        39,889          (52 )%
Southeast Asia/Pacific      41,512        44,734           (7 )%
South Korea                 48,605        52,680           (8 )%
Japan                       38,269        38,623           (1 )%
EMEA                        32,323        42,682          (24 )%
Hong Kong/Taiwan            17,644        17,815           (1 )%
Total                      242,133       289,915          (16 )%



                           Three Months Ended
                                June 30,
Sales Leaders               2022          2021        Change
Americas                      9,320       11,752          (21 )%
Mainland China               11,458       20,946          (45 )%
Southeast Asia/Pacific        8,407        8,190            3 %
South Korea                   6,557        7,701          (15 )%
Japan                         6,097        6,057            1 %
EMEA                          5,192        8,002          (35 )%
Hong Kong/Taiwan              3,054        3,446          (11 )%
Total                        50,085       66,094          (24 )%



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Following is a narrative discussion of our results in each segment, which supplements the tables above.

Americas. The decline in revenue, Customers, Paid Affiliates and Sales Leaders
in our Americas segment is predominantly attributable to the continued macro
economic challenges in our Latin America markets. Our U.S. market's revenue
increased 6% for the second quarter of 2022 and 10% for the first half of 2022
from continued momentum, specifically from the launch of Beauty Focus Collagen+
during the second half of 2021; the recent launch of Nu Biome, our latest
wellness product aimed at aiding digestion to help maintain your overall gut
health; and continued social adoption.

The year-over-year increase in segment contribution for the second quarter of
2022 is partially attributable to the increase in revenue in our U.S. market,
which has more favorable margins than our Latin American markets.  In addition,
our selling expenses as a percentage of revenue decreased 4.5 percentage points,
primarily from a product mix shift to products with a lower commission
percentage. In addition, with the decline in revenue and Sales Leaders, the
expense associated with incentive trips decreased as well. The decline in
segment contribution for the first half of 2022 is primarily attributable to the
decline in revenue and higher sales promotions in the first quarter of 2022,
partially offset by the increase in revenue in our U.S market.

Mainland China. Our Mainland China market continued to be challenged during the
second quarter and first half of 2022, with COVID-related lockdowns and other
factors negatively impacting our selling and promotional activities. Due to
increasing COVID-19 cases, the government implemented more significant lockdowns
that precluded gatherings and meetings for the general population in Shanghai
and other areas.  As previously disclosed, we anticipate that COVID-related
challenges will persist throughout 2022. During the second quarter, our
Customers increased 19% primarily from customer promotions and launch of digital
tools.

During July 2022, we resumed allowing Sales Leader meetings in this market on a
limited basis, so long as they are in compliance with government regulations and
related controls that we have implemented. In our Quarterly Report on Form 10-Q
for the 2022 first quarter, we referenced government inquiries related to a
meeting in a hotel in Wuhan, Hubei Province organized by an independent marketer
of Nu Skin China. The work on these inquiries was affected by the lockdowns in
Mainland China, which delayed the inquiries from being closed during the second
quarter; however, we continue to believe we are in the final stages of the
process to close these matters. We believe the regulatory environment in
Mainland China is becoming increasingly challenging and will continue to be so
over the medium and long terms.

The year-over-year decrease in segment contribution for the second quarter and
first half of 2022 primarily reflects lower revenue.  The decrease also reflects
the following: (a) a 5.5 and 3.9 percentage point decrease in gross margin for
the second quarter and first half of 2022, respectively, primarily from
increased product promotions and discounts during the second quarter of 2022,
along with a shift in product mix, where a higher proportion of devices were
sold in the period and increased freight charges; (b) an increase in general and
administrative expenses as a percentage of revenue, due to the fixed nature of
these expenses; and (c) an increase in selling expense as a percentage of
revenue. The salaries and service fees of our Sales Leaders in Mainland China
are fixed until they are adjusted in a quarterly evaluation process. As a
result, we have variations in our selling expenses as a percentage of revenue,
particularly when there is a sequential change in revenue.

Southeast Asia/Pacific. Our Southeast Asia/Pacific segment revenue increased 12%
and 10% for the second quarter and first half of 2022, respectively, including a
4% negative impact from unfavorable foreign-currency fluctuations for both
periods presented. The increase in revenue was partially driven by strong
product launches of ageLOC Meta (locally referred to as ageLOC Reset in the
Southeast Asia markets), which generated approximately $18.2 million in revenue
for the second quarter and $31.4 million in revenue for the first half of 2022,
along with loosening of COVID restrictions in the markets. Our product launches
and promotions during the quarter were focused on re-energizing our existing
Sales Leaders, which led to a decline in our Customers and Paid Affiliates.

The year-over-year increase in segment contribution is primarily attributable to higher revenue, along with the fixed nature of general and administrative expenses on increased revenue.

South Korea. The second quarter and first half of 2022 decline in revenue was
predominantly driven by a 10% and 9% negative impact from unfavorable
foreign-currency fluctuations.  Our South Korea segment remained challenged from
the ongoing COVID-related issues, leading to declines in revenue, Customers,
Paid Affiliates and Sales Leaders.

The year-over-year decrease in segment contribution is primarily from a decline in revenue, along with a 2.0 and 1.5 percentage point increase in selling expenses as a percent of revenue for the second quarter and first half of 2022.

Japan. The decline in revenue is primarily attributable to a 15% and 12% unfavorable foreign-currency fluctuations for the second quarter and first half of 2022.

The year-over-year decline in segment contribution is primarily from the decline in revenue.



EMEA. The continued softening of momentum in our EMEA segment, further driven by
the current geopolitical Russian/Ukraine conflict which has caused distraction
to our sales force in the segment, led to a decline in revenue, Customers, Paid
Affiliates and Sales Leaders. Our reported revenue was also negatively impacted
from foreign-currency fluctuations. We have suspended business operations in
Ukraine, and are closing our market in Russia. The Russia and Ukraine markets
have historically accounted for less than 1% of our consolidated revenue. We
look forward to our upcoming product introductions in the region but remain
cautious in the near term given the macro environment.

The year-over-year decline in segment contribution reflects the decline in revenue along with a lower gross margin from unfavorable product mix and increased promotions, and the fixed nature of general and administrative expenses with a decline in revenue.


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Hong Kong/Taiwan. Our Hong Kong /Taiwan segment revenue increased 2% for the
second quarter and 4% for the first half of 2022. The increase in revenue is
primarily from revenue growth in our Taiwan market from social selling. Our
Customers also increased 7%, from the social selling growth in our Taiwan
market. Our Hong Kong market continues to be challenged from the ongoing
pressures from COVID-19, which led to a decline in Sales Leaders and Paid
Affiliates.

The increase in segment contribution for both periods presented, is primarily
from the increase in revenue along with decreases in general and administrative
expenses, from effective cost saving measures.

Manufacturing. Our Manufacturing segment revenue declined 21% for the second
quarter and 17% for the first half of 2022, primarily due to our customers
rebalancing their inventory from higher levels in 2021, reducing demand for the
first half of 2022.

The decline in segment contribution is attributable to the lower revenue on fixed costs, along with the revenue mix between our manufacturing entities with different profitability.



Consolidated Results

Revenue

Revenue for the three-month period ended June 30, 2022 decreased 20% to $560.6
million, compared to $704.1 million in the prior-year period. Revenue for the
six-month period ended June 30, 2022 decreased 16% to $1.2 billion compared to
$1.4 billion. Our reported revenue was negatively impacted 5% and 4% from
foreign-currency fluctuations for the three- and six-month periods ended June
30, 2022, respectively. For a discussion and analysis of these decreases in
revenue, see "Overview" and "Segment Results," above.

Gross profit



Gross profit as a percentage of revenue was 73.6% for the second quarter of
2022, compared to 75.6% for the prior-year period, and 73.4% for the first six
months of 2022, compared to 75.2% for the prior-year period.  Gross profit as a
percentage of revenue for core Nu Skin decreased 1.3 percentage points to 77.0%
for the second quarter of 2022 and decreased 1.4 percentage points to 76.7% for
the first six months of 2022.  The decline in our Nu Skin gross margin is
predominantly attributable to an increase in sales promotions, specifically of
our ageLOC LumiSpa devices in preparation of the launch of the ageLOC LumiSpa
iO, which begins in the third quarter of 2022.

Selling expenses



Selling expenses as a percentage of revenue decreased to 39.1% for the second
quarter of 2022, compared to 39.9% for the prior year period, and decreased to
39.6% for the first six months of 2022, compared to 40.3% for the prior-year
period. Core Nu Skin selling expenses as a percentage of revenue decreased 0.8
percentage points to 42.0% for the second quarter of 2022 and decreased 0.8
percentage points to 42.5% for the first six months of 2022. Selling expenses
for our core Nu Skin business are driven by the specific performance of our
individual Sales Leaders. Given the size of our sales force and the various
components of our compensation and incentive programs, selling expenses as a
percentage of revenue typically fluctuate plus or minus approximately 100 basis
points from period to period.

General and administrative expenses



General and administrative expenses decreased to $141.6 million in the second
quarter of 2022, compared to $166.1 million in the prior-year period and
decreased to $290.1 million in the first six months of 2022, compared to $333.7
million in the prior-year period. The $24.5 million decrease for the second
quarter of 2022 was primarily from a $15.8 million contraction in labor expenses
from lower employee performance incentive compensation, along with our fourth
quarter of 2021 exit of the Grow Tech segment, which led to $7.0 million less
expense for the second quarter of 2022. The $43.6 million decrease for the first
six months of 2022, was primarily from a $27.4 million contraction in labor
expenses from lower employee performance incentive compensation, along with our
fourth quarter of 2021 exit of the Grow Tech segment, which led to $13.1 million
less expense for the first half of 2022. General and administrative expenses as
a percentage of revenue increased to 25.3% for the second quarter of 2022, from
23.6% for the prior-year period, and decreased to 24.9% for the first six months
of 2022, from 24.2% for the prior-year period.

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Other income (expense), net



Other income (expense), net was $(8.6) million for the second quarter of 2022
compared to $(4.0) million for the prior-year period, and $(10.1) million for
the first six months of 2022 compared to $(2.4) million for the prior-year
period. The decrease in other income for the second quarter is predominately
from a $5.7 million unrealized investment loss related to a controlled
environment agriculture company we invested in as part of our previous Grow Tech
segment. Following our fourth quarter of 2021 exit from the Grow Tech segment,
we are in the process of exiting our investment. In addition, we recorded a $3.0
million increase in foreign currency losses during the second quarter of 2022
compared to the prior-year period, partially offset by a $1.6 million decline in
the contingent consideration associated with our previous acquisition, due to
current period changes in our assumptions and forecast.

Provision for income taxes



Provision for income taxes for the three- and six-month periods ended June 30,
2022 was $8.7 million and $20.6 million, respectively, compared to $22.0 million
and $39.1 million for the prior-year periods. The effective tax rates for the
three- and six-month periods ended June 30, 2022 were 20.2% and 22.0% of pre-tax
income compared, respectively, to 27.1% and 26.8% in the prior-year periods. The
decrease in effective tax rate for the second quarter and first half of 2022
primarily reflects the strong growth in the U.S. market, which enabled us to
utilize additional foreign tax credits to offset U.S. income taxes.

Net income



As a result of the foregoing factors, net income for the second quarter of 2022
was $34.2 million, compared to $59.3 million in the prior-year period. Net
income for the first six months of 2022 was $73.0 million, compared to $106.8
million for the first six months of 2021.

Liquidity and Capital Resources



Historically, our principal uses of cash have included operating expenses
(particularly selling expenses) and working capital (principally inventory
purchases), as well as capital expenditures, stock repurchases, dividends, and
debt repayment. We have at times incurred long-term debt, or drawn on our
revolving line of credit, to fund strategic transactions, stock repurchases,
capital investments and short-term operating needs. We typically generate
positive cash flow from operations due to favorable margins and have generally
relied on cash from operations to fund operating activities. In the first six
months of 2022, we generated $54.1 million in cash from operations, compared to
$1.9 million during the prior-year period. The increase in cash flow from
operations primarily reflects an approximate $32.2 million decline in inventory
during the period, compared to an inventory increase of $80.2 million in the
prior year period, partially offset by the lower revenue and a decrease in
accrued expenses from the first half of 2022 payout of our fourth quarter of
2021 restructuring cost. Cash and cash equivalents, including current
investments, as of June 30, 2022 and December 31, 2021 were $381.8 million and
$354.8 million, respectively, with the increase being driven by cash from
operations, increased debt following our debt modification during the second
quarter of 2022, and cash received from the exercise of employee stock options,
partially offset by capital expenditures, as discussed below, our quarterly
dividend payments, stock repurchases and payment on liabilities associated with
our fourth quarter 2021 restructuring.

Working capital. As of June 30, 2022, working capital was $498.8 million,
compared to $343.3 million as of December 31, 2021. The increase in working
capital is primarily attributable to our second quarter debt modification, which
resulted in a net $52.5 million of incremental borrowings, while our short-term
debt decreased $67.5 million. Our working capital also benefited from a $83.1
million reduction in accrued expenses, primarily from the first half of 2022
pay-out of restructuring cost and employee incentive accruals, partially offset
by a $45.7 million decrease in inventory.

Capital expenditures. Capital expenditures for the six months ended June 30,
2022 were $19.8 million. We expect that our capital expenditures in 2022 will be
primarily related to:

? purchases and expenditures for computer systems and equipment, software, and

application development;

? the expansion and upgrade of facilities in our various markets; and

? a new manufacturing plant in Mainland China.





We estimate that capital expenditures for the uses listed above will total
approximately $70-90 million for 2022. We are currently expecting to complete
construction of the new manufacturing plant in Mainland China in the back half
of 2022.  As of June 30, 2022, we have spent approximately $40.5 million on this
project, with $3.2 million in the first half of 2022 and expect that our
expenditures for this project will total approximately $52-57 million, including
approximately $15-20 million during 2022.

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Credit Agreement. On June 14, 2022, we entered into an Amended and Restated
Credit Agreement (the "Credit Agreement") with various financial institutions as
lenders and Bank of America, N.A., as administrative agent. The Credit Agreement
provides for a $400.0 million term loan facility and a $500.0 million revolving
credit facility, each with a term of five years. We used the proceeds of the
term loan and the draw on the revolving facility to pay off the previous credit
agreement. The interest rate applicable to the facilities is subject to
adjustments based on our consolidated leverage ratio. The term loan facility
amortizes in quarterly installments in amounts resulting in an annual
amortization of 2.5% during the first year and 5.0% during the subsequent years
after the closing date of the Credit Agreement, with the remainder payable at
final maturity. As of June 30, 2022, we had $30.0 million of outstanding
borrowings under our revolving credit facility, and $400.0 million on our term
loan facility. The carrying value of the debt also reflects debt issuance costs
of $(2.8) million as of June 30, 2022, related to the Credit Agreement. The
Credit Agreement requires us to maintain a consolidated leverage ratio not
exceeding 2.25 to 1.00 and a consolidated interest coverage ratio of no less
than 3.00 to 1.00. As of June 30, 2022, we were in compliance with all debt
covenants under the Credit Agreement.

Modification of previous credit agreement. On June 14, 2022, we repaid our
outstanding debt under our credit agreement, dated as of April 18, 2018, with
several financial institutions as lenders and Bank of America, N.A., as
administrative agent. We had indebtedness of $70.0 million on our revolver as of
December 31, 2021, and $307.5 million on our term loan as of December 31, 2021.

Derivative Instruments. As of June 30, 2022, we had four interest rate swaps,
with a total notional principal amount of $200 million and a maturity date of
July 31, 2025. We entered into these interest rate swap arrangements during the
third quarter of 2020 to hedge the variable cash flows associated with our
variable-rate debt under the Credit Agreement.

Stock repurchase plan. In 2018, our board of directors approved a stock
repurchase plan authorizing us to repurchase up to $500.0 million of our
outstanding shares of Class A common stock on the open market or in private
transactions.  During the second quarter of  2022, we repurchased approximately
0.2 million shares of our Class A common stock under the plan for $10.0 million.
As of June 30, 2022, $225.4 million was available for repurchases under the
plan. Our stock repurchases are used primarily to offset dilution from our
equity incentive plans and for strategic initiatives.

Dividends. In February and May 2022, our board of directors declared quarterly
cash dividends of $0.385 per share. These quarterly cash dividends of $19.3
million and $19.4 million were paid on March 9, 2022 and June 8, 2022 to
stockholders of record on February 28, 2022 and May 27, 2022. In August 2022,
our board of directors declared a quarterly cash dividend of $0.385 per share to
be paid on September 7, 2022 to stockholders of record on August 26, 2022.
Currently, we anticipate that our board of directors will continue to declare
quarterly cash dividends and that the cash flows from operations will be
sufficient to fund our future dividend payments. However, the continued
declaration of dividends is subject to the discretion of our board of directors
and will depend upon various factors, including our net earnings, financial
condition, cash requirements, future prospects and other relevant factors.

Cash from foreign subsidiaries. As of June 30, 2022 and December 31, 2021, we
held $381.8 million and $354.8 million, respectively, in cash and cash
equivalents, including current investments. These amounts include $257.2 million
and $274.9 million as of June 30, 2022 and December 31, 2021, respectively, held
in our operations outside of the U.S. Substantially all of our non-U.S. cash and
cash equivalents are readily convertible into U.S. dollars or other currencies,
subject to procedural or other requirements in certain markets, as well as an
indefinite-reinvestment designation, as described below.

We typically fund the cash requirements of our operations in the U.S. through
intercompany dividends, intercompany loans and intercompany charges for
products, use of intangible property, and corporate services. However, some
markets impose government-approval or other requirements for the repatriation of
dividends. For example, in Mainland China, we are unable to repatriate cash from
current operations in the form of dividends until we file the necessary
statutory financial statements for the relevant period. As of June 30, 2022, we
had $56.6 million in cash denominated in Chinese RMB. We also have experienced
delays in repatriating cash from Argentina. As of June 30, 2022 and December 31,
2021, we had $12.6 million and $11.3 million, respectively, in intercompany
receivables with our Argentina subsidiary. We also have intercompany loan
arrangements in some of our markets, including Mainland China, that allow us to
access available cash, subject to certain limits in Mainland China and other
jurisdictions. We also have drawn on our revolving line of credit to address
cash needs until we can repatriate cash from Mainland China or other markets,
and we may continue to do so. Except for $60.0 million of earnings in Mainland
China that we designated as indefinitely reinvested during the second quarter of
2018, we currently plan to repatriate undistributed earnings from our non-U.S.
operations as necessary, considering the cash needs of our non-U.S. operations
and the cash needs of our U.S. operations for dividends, stock repurchases,
capital investments, debt repayment and strategic transactions. Repatriation of
non-U.S. earnings is subject to withholding taxes in certain foreign
jurisdictions. Accordingly, we have accrued the necessary withholding taxes
related to the non-U.S. earnings.

We currently believe that existing cash balances, future cash flows from
operations and existing lines of credit will be adequate to fund our cash needs
on both a short- and long-term basis. The majority of our historical expenses
have been variable in nature, and as such, a potential reduction in the level of
revenue would reduce our cash flow needs. In the event that our current cash
balances, future cash flow from operations and current lines of credit are not
sufficient to meet our obligations or strategic needs, we would consider raising
additional funds in the debt or equity markets or restructuring our current debt
obligations. Additionally, we would consider realigning our strategic plans,
including a reduction in capital spending, stock repurchases or dividend
payments.

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Contingent Liabilities

Please refer to Note 11 to the consolidated financial statements contained in this Quarterly Report for information regarding our contingent liabilities.

Critical Accounting Policies and Estimates

There were no significant changes in our critical accounting policies or estimates during the second quarter of 2022.

Seasonality and Cyclicality



In addition to general economic factors, we are impacted by seasonal factors and
trends such as major cultural events and vacation patterns.  For example, most
Asian markets celebrate their respective local New Year in the first quarter,
which generally has a negative impact on that quarter.  We believe that direct
selling is also generally negatively impacted during the third quarter, when
many individuals, including our sales force, traditionally take vacations.

Prior to making a key product generally available for purchase, we may do one or
more introductory offerings of the product, such as a preview of the product to
our Sales Leaders, a limited-time offer, or other product introduction or
promotion. These offerings may generate significant activity and a high level of
purchasing, which can result in a higher-than-normal increase in revenue, Sales
Leaders and/or Customers during the quarter and can skew year-over-year and
sequential comparisons.

Non-GAAP Financial Measures



Constant-currency revenue change is a non-GAAP financial measure that removes
the impact of fluctuations in foreign-currency exchange rates, thereby
facilitating period-to-period comparisons of the Company's performance. It is
calculated by translating the current period's revenue at the same average
exchange rates in effect during the applicable prior-year period and then
comparing that amount to the prior-year period's revenue. We believe that
constant-currency revenue change is useful to investors, lenders and analysts
because such information enables them to gauge the impact of foreign-currency
fluctuations on our revenue from period to period.

Available Information



Our website address is www.nuskin.com. We make available, free of charge on our
Investor Relations website, ir.nuskin.com, our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and
Exchange Commission.

We also use our Investor Relations website, ir.nuskin.com, as a channel of
distribution of additional Company information that may be deemed material.
Accordingly, investors should monitor this channel, in addition to following our
press releases, Securities and Exchange Commission filings and public conference
calls and webcasts. The contents of our website shall not be deemed to be
incorporated herein by reference.

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