The following discussion of our financial condition and results of operations
should be read in conjunction with the consolidated financial statements and
related notes, which are included in this Annual Report on Form 10-K.

Business Overview

Our Products

Nu Skin Enterprises, Inc. develops and distributes a comprehensive line of
premium-quality beauty and wellness solutions in approximately 50 markets
worldwide. In 2020, our revenue of $2.6 billion was primarily generated by our
three primary brands: our beauty and personal care brand, Nu Skin; our wellness
products brand, Pharmanex; and our anti-aging brand, ageLOC. We operate in the
direct selling channel, primarily utilizing person-to-person marketing to
promote and sell our products.  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
and social networks.

In addition to our core Nu Skin business, we also explore new areas of growth
and opportunity through our strategic investment arm known as Rhyz Inc. Rhyz
investments include personal care and nutritional product manufacturing
companies and indoor-growing technologies, which are sometimes referred to as
controlled-environment agriculture. In 2020, the Rhyz companies generated $150.2
million, or 6%, of our 2020 reported revenue (excluding sales to our core Nu
Skin business), substantially all of which was from the manufacturing companies.

Our Global Operations

Nu Skin's operations span approximately 50 markets with approximately 84% of our
2020 revenue coming from outside of the United States. Given the size of our
international operations, our results, as reported in U.S. dollars, are often
impacted by foreign-currency fluctuations. In 2020, the impact from
foreign-currency fluctuations on our revenue was flat compared to 2019. In
addition, our results can be impacted by global economic, political, demographic
and business trends and conditions.

A Global Network of Sales Leaders and Customers



As of December 31, 2020, we had 1,557,302 persons who purchased products
directly from the company during the previous three months ("Customers"). We
believe a significant majority of Customers purchase our products primarily for
personal or family consumption but are not actively pursuing the opportunity to
generate income by marketing and reselling products.

Our revenue is highly influenced by the number and productivity of our Sales
Leaders. "Sales Leaders" are our Brand Affiliates, and sales employees and
independent marketers in Mainland China, who achieve certain qualification
requirements. Our Sales Leaders are also included in our Customer numbers, as
they purchase products from the company and are within the definition of our
"Customers."

We have been successful in attracting and motivating our sales force by:

? developing and marketing innovative, technologically and scientifically

advanced products;

? providing compelling initiatives and strong support; and

? offering an attractive sales compensation structure.





Our global sales force helps us to rapidly introduce products and penetrate our
markets with modest up-front promotional expense. We rely on our sales force to
create consumer demand for our products, as opposed to a traditional approach of
advertising-generated consumer awareness. Our approach is particularly effective
with products that benefit from personal education and demonstration. Similar to
other companies in our industry, we experience relatively high turnover among
our sales force.

To enhance customer retention, we have developed product subscription and
loyalty programs that provide incentives for consumers to commit to purchase a
specific amount of product on a monthly basis. All purchases under these
programs are subject to our standard product payment and return policies. We
believe these subscription and loyalty programs have improved consumer
retention, have had a stabilizing impact on revenue and have helped generate
recurring sales.

                                       42
--------------------------------------------------------------------------------
  Table of Contents
Product Innovation

Our sales force markets and sells our products, and attracts others to the
opportunity, based on the distinguishing benefits and innovative characteristics
of our products. As a result, we leverage our scientific expertise and product
development resources to introduce innovative beauty, wellness and anti-aging
products. Our sales force is increasingly using social media to market and sell
our products. To continue to leverage social media, it is imperative that we
develop demonstrable products that are unique and engaging to younger consumers.

Any delays or difficulties in introducing compelling products or attractive initiatives or tools into our markets may have a negative impact on our revenue and our number of Customers and Sales Leaders.

Our Product Launch Process



We use a variety of methods to launch our products, enabling us to tailor the
launch process to the specific market and the specific product. Prior to making
a key product generally available for purchase, we often do one or more
introductory offerings of the product, such as a preview of the product to our
Sales Leaders 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 during the quarter and can skew
year-over-year and sequential comparisons. We believe our product launch process
attracts new Customers and Sales Leaders to our business, increases consumer
trial and provides important marketing and forecasting information about the
products to our company.

Beginning in the second half of 2020 and continuing into 2021, we are launching our ageLOC Boost beauty device system.

Income Statement Presentation



We report revenue in nine segments, and we translate revenue from each market's
local currency into U.S. dollars using weighted-average exchange rates. Revenue
is measured as the amount of consideration we expect to receive in exchange for
transferring products. All revenue is recognized when we satisfy our performance
obligations under the contract. We recognize revenue by transferring the
promised products to the customer, with revenue recognized at shipping point,
the point in time the customer obtains control of the products. We recognize
revenue for shipping and handling charges at the time the products are delivered
to or picked up by the customer. In most markets, we offer a return policy that
allows our sales force to return unopened and unused product for up to 12 months
subject to a 10% restocking fee. Reported revenue is net of returns, which have
historically been less than 5% of annual revenue. Sales taxes and value added
taxes in foreign jurisdictions that are collected from customers and remitted to
governmental authorities are accounted for on a net basis and therefore are
excluded from net sales.

Cost of sales primarily consists of:

? cost of products purchased from third-party vendors;

? costs of self-manufactured products;

? cost of adjustments to inventory carrying value;

? freight cost of shipping products to our sales force and import duties for the

products; and

? royalties and related expenses for licensed technologies.





For markets other than Mainland China, in 2020, we sourced most of our personal
care products and wellness products from trusted third-party suppliers and
manufacturers. In Mainland China, we operate manufacturing facilities where we
produce the majority of our personal care products and nutritional supplements
sold in Mainland China. We also produce some products at these facilities that
are exported to other markets. In 2018 and 2020 we acquired a total of four
companies in the United States that are producing some of our products. Cost of
sales and gross profit, on a consolidated basis, may fluctuate as a result of
changes in the ratio between self-manufactured products and products sourced
from third-party vendors. In addition, because we purchase a significant amount
of our goods in U.S. dollars and recognize revenue in local currencies, our
gross margin is subject to exchange rate risks. Because our gross margins vary
from product to product and due to higher pricing in some markets, changes in
product mix and geographic revenue mix can impact our gross margin on a
consolidated basis.

                                       43
--------------------------------------------------------------------------------
  Table of Contents
Selling expenses are our most significant expense and are classified as
operating expenses. Selling expenses include sales commissions paid to our sales
force, special incentives, costs for incentive trips and other rewards, as well
as salaries, service fees, benefits, bonuses and other labor and unemployment
expenses we pay to our sales force in Mainland China. Selling expenses do not
include amounts we pay to our sales force based on their personal purchases;
rather, such amounts are reflected as reductions to revenue. Our global sales
compensation plan, which we employ in all our markets except Mainland China, is
an important factor in our ability to attract and retain our Sales Leaders.
Under our global sales compensation plan, Sales Leaders can earn "multi-level"
compensation, where they earn commissions for product sales to their consumer
groups as well as the product sales made through the sales network they have
developed and trained. We do not pay commissions on sales materials.
Fluctuations occur in the amount of commissions paid as our numbers of Customers
and Sales Leaders change from month to month, but the fluctuation in the overall
payout as a percentage of revenue tends to be relatively small. Selling expenses
as a percentage of revenue typically increase in connection with a significant
product offering, due to growth in the number of Sales Leaders qualifying for
increased sales compensation and promotional incentives. From time to time, we
make modifications and enhancements to our global sales compensation plan in an
effort to help motivate our sales force and develop leadership characteristics,
which can have an impact on selling expenses. For example, in the fourth quarter
of 2017, we began to implement significant enhancements to our global sales
compensation plan, which we have now rolled out across all markets other than
Mainland China. One of the changes is a new bonus program for our sales force,
which has an increasing effect on our selling expenses as a percentage of
revenue.

Outside of Mainland China, Brand Affiliates also have the opportunity to make
profits by purchasing products from us at a discount and selling them to
consumers with a mark-up. We do not account for, nor pay, additional commissions
on these mark-ups received by Brand Affiliates. In many markets, we also allow
individuals who are not part of our sales force, whom we refer to as "preferred
customers," to buy products directly from us at a discount. We pay commissions
on preferred customer purchases to the referring member of our sales force.

General and administrative expenses include:



 ? wages and benefits;


 ? rents and utilities;

? depreciation and amortization;




 ? promotion and advertising;


 ? professional fees;


 ? travel;

? research and development; and




 ? other operating expenses.



Labor expenses are the most significant portion of our general and
administrative expenses. Promotion and advertising expenses include costs of
sales force conventions held in various markets worldwide, which we generally
expense in the period in which they are incurred. Because our various sales
force conventions are not held during each fiscal year, or in the same period
each year, their impact on our general and administrative expenses may vary from
year to year and from quarter to quarter. For example, we held our global
convention in October 2019 and will have another global convention in the fall
of 2021, as we currently plan to hold a global convention every other year. In
addition, we hold regional conventions and conventions in our major markets at
different times during the year. These conventions have significant expenses
associated with them. Because we have not incurred expenses for these
conventions during every fiscal year or in comparable interim periods,
year-over-year comparisons have been impacted accordingly.

Provision for income taxes depends on the statutory tax rates in each of the
jurisdictions in which we operate. For example, statutory tax rates in 2020 were
approximately 17% in Hong Kong, 20% in Taiwan, 25% in South Korea, 36% in Japan
and 25% in Mainland China. We are subject to taxation in the United States at
the statutory corporate federal tax rate of 21% in 2020, and we pay taxes in
multiple states within the United States at various tax rates. Our overall
effective tax rate was 25.3% for the year ended December 31, 2020.

                                       44
--------------------------------------------------------------------------------
  Table of Contents
Critical Accounting Policies and Estimates

The following critical accounting policies and estimates should be read in
conjunction with our audited consolidated financial statements and related notes
thereto. Management considers our critical accounting policies to be accounting
for income taxes and accounting for intangible assets. In each of these areas,
management makes estimates based on historical results, current trends and
future projections.

Income Taxes. We account for income taxes in accordance with the Income Taxes
Topic of the Financial Accounting Standards Codification. This Topic establishes
financial accounting and reporting standards for the effects of income taxes
that result from an enterprise's activities during the current and preceding
years. We take an asset and liability approach for financial accounting and
reporting of income taxes. We pay income taxes in many foreign jurisdictions
based on the profits realized in those jurisdictions, which can be significantly
impacted by terms of intercompany transactions between Nu Skin affiliates around
the world. Deferred tax assets and liabilities are created in this process. As
of December 31, 2020, we had net deferred tax assets of $34.8 million. We net
these deferred tax assets and deferred tax liabilities by jurisdiction.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be ultimately realized. These deferred tax
assets assume sufficient future earnings will exist for their realization, and
are calculated using anticipated tax rates. In certain jurisdictions, valuation
allowances have been recorded against the deferred tax assets specifically
related to use of foreign tax credits, research and development credits and net
operating losses. When we determine that there is sufficient taxable income to
utilize the foreign tax credits, the research and development credits, or the
net operating losses, the valuation allowances will be released. In the event we
were to determine that we would not be able to realize all or part of our
deferred tax assets in the future, an adjustment to the deferred tax assets
would be charged to earnings in the period such determination was made.

We evaluate our indefinite reinvestment assertions with respect to foreign
earnings for each period. Other than earnings we intend to reinvest
indefinitely, we accrue for the U.S. federal and state income taxes applicable
to the earnings. For all foreign earnings, we accrue the applicable foreign
income taxes. We intend to utilize the offshore earnings to fund foreign
investments, specifically capital expenditures. Undistributed earnings that we
have indefinitely reinvested aggregate to $60.0 million as of December 31, 2020.
If this amount were repatriated to the United States, the amount of incremental
taxes would be approximately $6.0 million.

We file income tax returns in the U.S. federal jurisdiction and in various state
and foreign jurisdictions. We are no longer subject to tax examinations from the
IRS for all years for which tax returns have been filed before 2020. With a few
exceptions, we are no longer subject to state and local income tax examination
by tax authorities for the years before 2017. In 2009, we entered into a
voluntary program with the IRS called Compliance Assurance Process ("CAP"). The
objective of CAP is to contemporaneously work with the IRS to achieve federal
tax compliance and resolve all or most of the issues prior to filing of the tax
return. We have elected to participate in the CAP program for 2021 and may elect
to continue participating in CAP for future tax years; we may withdraw from the
program at any time. In major foreign jurisdictions, we are generally not
subject to income tax examinations for years before 2014. However, statutes in
certain markets may be as long as ten years for transfer pricing related issues.
We are currently under examination in certain foreign jurisdictions; however,
the outcomes of those reviews are not yet determinable.

Our unrecognized tax benefits are related to multiple foreign and domestic
jurisdictions. Due to potential changes in unrecognized tax benefits from the
multiple jurisdictions in which we operate, as well as the expiration of various
statutes of limitation, it is reasonably possible that our gross unrecognized
tax benefits, net of foreign currency adjustments, may decrease within the next
12 months by a range of approximately $2.5 to $3.5 million.

At December 31, 2020, we had $17.6 million in unrecognized tax benefits of which
$17.6 million, if recognized, would affect the effective tax rate. In
comparison, at December 31, 2019, we had $13.5 million in unrecognized tax
benefits of which $13.5 million, if recognized, would affect the effective tax
rate. We recognized an increase of approximately $1.5 million in interest and
penalties expense during the year ended December 31, 2020 and $0.7 million in
interest and penalties during the year ended December 31, 2019. We had
approximately $5.1 million, $3.6 million and $2.9 million of accrued interest
and penalties related to uncertain tax positions at December 31, 2020, 2019 and
2018, respectively. Interest and penalties related to uncertain tax positions
are recognized as a component of income tax expense.

We are subject to regular audits by federal, state and foreign tax authorities.
These audits may result in additional tax liabilities. We account for such
contingent liabilities in accordance with relevant accounting standards and
believe we have appropriately provided for income taxes for all years. Several
factors drive the calculation of our tax reserves. Some of these factors
include: (i) the expiration of various statutes of limitations; (ii) changes in
tax law and regulations; (iii) issuance of tax rulings; and (iv) settlements
with tax authorities. Changes in any of these factors may result in adjustments
to our reserves, which would impact our reported financial results.

                                       45
--------------------------------------------------------------------------------
  Table of Contents
Intangible Assets. Acquired intangible assets may represent indefinite-lived
assets, determinable-lived intangibles or goodwill. Of these, only the costs of
determinable-lived intangibles are amortized to expense over their estimated
life. The value of indefinite-lived intangible assets and residual goodwill is
not amortized, but is tested at least annually for impairment. Our impairment
testing for goodwill is performed separately from our impairment testing of
indefinite-lived intangibles. We test goodwill for impairment, at least
annually, by reviewing the book value compared to the fair value at the
reportable unit level. Beginning in 2011, we had the option to perform a
qualitative assessment to determine whether further impairment testing is
necessary or to perform a quantitative assessment by comparing the fair value of
a reporting unit to its carrying amount, including goodwill. Under the
qualitative assessment, an entity is not required to calculate the fair value of
a reporting unit unless the entity determines that it is more likely than not
that its fair value is less than its carrying amount. If under the quantitative
assessment the fair value of a reporting unit is less than its carrying amount,
then the amount of the impairment loss, if any, must be measured. We used the
quantitative assessment for fiscal year 2020. We elected to perform the
qualitative assessment for fiscal years 2019 and 2018. Considerable management
judgment is necessary to measure fair value. We did not recognize any impairment
charges for goodwill or intangible assets during the periods presented.

Results of Operations



The following table sets forth our operating results as a percentage of revenue
for the periods indicated:

                                               Year Ended December 31,
                                             2020        2019        2018
Revenue                                       100.0 %     100.0 %     100.0 %
Cost of sales                                  25.5        24.0        23.7

Gross profit                                   74.5        76.0        76.3

Operating expenses:
Selling expenses                               39.5        39.5        40.0
General and administrative expenses            25.0        25.4        24.7
Restructuring and impairment expenses             -           -         2.6

Total operating expenses                       64.5        64.9        67.3

Operating income                               10.0        11.0         9.0
Other income (expense), net                    (0.1 )      (0.5 )      (0.8 )

Income before provision for income taxes        9.9        10.5         8.2
Provision for income taxes                      2.5         3.4         3.7

Net income                                      7.4 %       7.2 %       4.5 %



2020 Compared to 2019

Overview

Revenue in 2020 increased 7% to $2.58 billion from $2.42 billion in 2019. As of
the end of the fourth quarter of 2020, Sales Leaders increased 29% and Customers
increased 34% compared to the prior year.

Our results benefited from our strategic shift to become a more digital
business, as well as the current environment where consumers are spending more
time online and working from home, and our sales leaders have been able to
leverage the power of social sharing to achieve greater levels of productivity.
If and when the COVID-19 pandemic subsides, there is uncertainty as to the
impact on trends towards online shopping and how our business would be impacted
by changes in those trends. Our 7% revenue growth was driven by solid growth in
our Americas/Pacific and EMEA segments, where our Brand Affiliates have more
broadly adopted social commerce to share our products. The pandemic negatively
impacted our Asia markets more heavily, as our sales force generally relies more
on in-person meetings in those markets and the social sharing model is less
mature. Our 2020 results also benefited from our continued technology
enhancements and approximately $98 million of sales as part of our ageLOC Boost
product launch.

Earnings per share in 2020 increased 17% to $3.63 from $3.10 in 2019. The
increase in earnings per share is primarily driven by the increase in revenue,
lower weighted-average outstanding shares due to our stock repurchases and a
lower tax rate, partially offset by increases in freight cost and general and
administrative expenses.

                                       46
--------------------------------------------------------------------------------
  Table of Contents
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-Mainland China, Americas/Pacific, South Korea, Southeast Asia, Japan,
Hong Kong/Taiwan, and EMEA-and our Manufacturing and Grow Tech segments. The
Other category includes miscellaneous corporate revenue and related adjustments.

The following table sets forth revenue for the years ended December 31, 2020 and 2019 for each of our reportable segments (U.S. dollars in thousands):



                                                                   Constant
                      Year Ended December 31,                      Currency
                        2020            2019         Change       Change(1)
Nu Skin
Mainland China      $    625,538     $   722,526         (13 )%          (14 )%
Americas/Pacific         511,941         349,078          47 %            53 %
South Korea              326,478         329,978          (1 )%            -
Southeast Asia           302,708         301,620           -               1 %
Japan                    273,681         260,039           5 %             3 %
EMEA                     230,246         167,165          38 %            35 %
Hong Kong/ Taiwan        161,117         166,335          (3 )%           (6 )%
Other                        (17 )         1,621        (101 )%         (101 )%
Total Nu Skin          2,431,692       2,298,362           6 %             6 %
Manufacturing            149,339         121,917          22 %            22 %
Grow Tech                    903             137         559 %           559 %
Total               $  2,581,934     $ 2,420,416           7 %             7 %


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

"Non-GAAP Financial Measures," below.





The table below sets forth segment contribution for the years ended December 31,
2020 and 2019 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. For
additional information regarding our segments and the calculation of segment
contribution, see Note 15 to the consolidated financial statements contained in
this report.

                     Year Ended December 31,
                       2020             2019         Change
Nu Skin
Mainland China     $    181,024       $ 191,570           (6 )%
Americas/Pacific         91,627          57,090           60 %
South Korea             100,933          99,892            1 %
Southeast Asia           75,538          82,455           (8 )%
Japan                    68,027          61,081           11 %
EMEA                     24,078          10,195          136 %
Hong Kong/Taiwan         33,466          33,569            -
Total Nu Skin           574,693         535,852            7 %
Manufacturing            21,168          15,693           35 %
Grow Tech               (22,430 )       (19,509 )        (15 )%



                                       47

--------------------------------------------------------------------------------
  Table of Contents
The following table provides information concerning the number of Customers and
Sales Leaders as of December 31, 2020 and 2019. "Customers" are persons who have
purchased products directly from the Company during the three months ended as of
the date indicated. Our Customer numbers do not include consumers who purchase
products directly from members of our sales force. "Sales Leaders" are our Brand
Affiliates, and sales employees and independent marketers in Mainland China, who
achieve certain qualification requirements.

                               As of December 31, 2020                 As of December 31, 2019                    % Increase (Decrease)
                           Customers          Sales Leaders        Customers          Sales Leaders        Customers              Sales Leaders
Mainland China                  381,460               21,990            292,812               17,987                30 %                       22 %
Americas/Pacific                404,955               14,439            220,216                7,607                84 %                       90 %
South Korea                     158,953                7,059            168,972                7,251                (6 )%                      (3 )%
Southeast Asia                  154,355                8,903            136,349                7,480                13 %                       19 %
Japan                           128,400                6,318            125,557                5,916                 2 %                        7 %
EMEA                            258,587                7,063            153,330                4,619                69 %                       53 %
Hong Kong/Taiwan                 70,592                4,663             65,669                3,900                 7 %                       20 %
Total                         1,557,302               70,435          1,162,905               54,760                34 %                       29 %


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



Mainland China. Our Mainland China market was able to return to growth in the
fourth quarter of 2020, with revenue of $172.4 million for the quarter compared
to $154.7 million for the prior-year quarter. Our fourth-quarter reported
revenue also reflects a benefit of 6% from foreign-currency fluctuations. While
full year 2020 revenue decreased 13%, this segment generated improving trends as
the year progressed.  The year-over-year decrease in revenue in Mainland China
for 2020 reflects the 2019 contraction of our business in this market,
compounded by the impact of COVID-19 and the related public-health restrictions,
which severely limited large in-person meetings in 2020. Our Customers and Sales
Leaders increased 30% and 22%, respectively, benefiting from our fourth quarter
ageLOC Boost preview, along with successful customer initiatives, including the
second quarter launch of a new loyalty program. We generated approximately $53
million of ageLOC Boost sales during 2020, including approximately $33 million
during the fourth quarter. We continue to focus on and implement technology
solutions to better enable us and our sales force to participate in virtual
meetings, conduct online trainings and perform digital product expos and
promotions.

The year-over-year decrease in segment contribution primarily reflects lower
revenue in 2020. This was partially offset by a 1.6 percentage-point increase in
gross margin as a percentage of revenue due to changes in product mix along with
a 1.6 percentage-point decrease in selling expense as a percentage of revenue
for 2020. The salaries and service fees of our sales force 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. General and administrative
expenses decreased $10.6 million, primarily due to lower expenses associated
with sales force events due to COVID-19 restrictions.

Americas/Pacific. Our Americas/Pacific markets continue to benefit from greater
adoption of innovative products shared increasingly via the social commerce
business model supported by our digital tools, combined with the current
environment where consumers are spending more time at home, shopping and working
online.  This contributed to a 47% increase in revenue for 2020. The new social
and digital tools as well as strong sales leadership in social sharing in these
markets have enabled our sales force to more effectively transact business
digitally, which has been beneficial to our business during the COVID-19
pandemic. These factors also led to a significant increase in Customers and
Sales Leaders. Our Latin America markets continue to show significant momentum,
with increasing digital maturity leveraging a highly social demographic of Sales
Leaders.  Our reported revenue also reflects a negative currency impact of 6%
for 2020, primarily due to the weakening of our Latin America markets'
currencies against the U.S. Dollar, especially the Argentina peso.  In our U.S.
market, we plan to introduce and launch ageLOC Boost during late 2021.

The year-over-year increase in segment contribution for 2020 primarily reflects
the increase in revenue and a decrease in selling expenses as a percentage of
revenue. These factors were partially offset by a lower gross margin, which
primarily reflects an increase in freight cost and changes in our product mix,
with a higher shift to devices, which carry a lower gross margin than our other
Nu Skin products. Additionally, general and administrative expenses increased
for 2020, primarily reflecting higher labor expenses to support growth and
higher employee incentive compensation from exceeding our incentive targets, as
well as expenses associated with a regional convention during 2020, although as
a percentage of revenue it decreased 3.2 percentage points due to the higher
revenue. The rapid growth in our Americas/Pacific region has placed a strain on
our resources and required additional air freight of our products, particularly
in the Latin America markets in order to meet the increasing demand.

                                       48
--------------------------------------------------------------------------------
  Table of Contents
South Korea. Our South Korea segment's 2020 constant-currency revenue was flat
compared to 2019; our reported revenue reflects a negative currency impact of 1%
for 2020.  Our Customers and Sales Leaders declined for 2020 as a result of the
impacts from COVID-19 and associated local in-person meeting restrictions.

Segment contribution increased 1%, reflecting a slight increase in gross margin due to a product shift to higher-margin products.

Southeast Asia. Our Southeast Asia segment revenue was even for the year. As
previously disclosed, the impacts from the COVID-19 outbreak lasted longer in
this segment than in many of our other markets.  Sales Leaders and Customers
increased 19% and 13%, respectively, primarily from local promotions and
excitement surrounding the fourth quarter ageLOC Boost launch.

The year-over-year decrease in segment contribution for 2020 primarily reflects the decline in revenue and a lower gross margin due to increased sales promotions.

Japan. Our Japan segment continues to perform well, with increases in revenue, Customers and Sales Leaders for the year, due to our ability to attract an increasingly younger demographic that is adept at social sharing. Our Japan market is beginning the ageLOC Boost launch in the first quarter of 2021.



The year-over-year increase in segment contribution reflects the increased
revenue and a $1.7 million decline in general and administrative expenses, or
1.4 percentage points as a percent of sales, mainly from lower expenses related
to sales force events, due to COVID-19 restrictions.

EMEA. Our EMEA segment had a strong 2020, benefiting from further adoption of
the social sharing business model supported by our digital tools, combined with
the current environment where consumers are spending more time shopping and
working online. This contributed to a 38% increase in revenue, 53% increase in
Sales Leaders and 69% increase in Customers. Our reported revenue also benefited
3% from foreign-currency fluctuations for 2020. Similar to our Americas/Pacific
segment, the strong sales leadership in social sharing has allowed the EMEA
segment to more effectively transact business digitally, which has been
beneficial to our business during the COVID-19 pandemic. In our EMEA segment, we
plan to introduce and launch ageLOC Boost during 2021.

The strong improvement in segment contribution for 2020 is primarily
attributable to higher revenue and the fixed nature of general and
administrative expenses, partially offset by a lower gross margin from higher
freight cost and a shift in product mix to more devices, which carry a lower
margin. The rapid growth in this region has placed a strain on our resources and
required additional air freight of our products to meet the increasing demand.

We currently do not expect that the United Kingdom's withdrawal from the European Union will have a material impact on our business but will continue to monitor this situation.

Hong Kong/Taiwan. Our Hong Kong/Taiwan segment continues to be challenged from
the ongoing decline from 2019 and further impacted by the social incidents in
Hong Kong and COVID-19, with 3% decline in revenue.  Our Customers and Sales
Leaders increased from fourth-quarter product launches. Our reported revenue
benefited 3% from foreign-currency fluctuations for 2020.

Segment contribution remained flat for 2020 compared to 2019.

Manufacturing. Our Manufacturing segment generated a 22% increase in revenue for 2020. Our previous investments in additional capacity have allowed our manufacturing companies to continue to increase revenue as the demand for nutrition and personal care products continues to expand.

The $5.5 million improvement in segment contribution reflects the revenue increases and improved gross margin, primarily due to a shift in product mix.



Grow Tech. Our Grow Tech segment continues to invest in controlled-environment
agriculture technologies. We have found that some of this technology has broader
applications in agriculture, and we are investing to pursue these potential
opportunities. We are expecting continued losses in 2021 from this segment as we
continue to research and refine the technology. We are currently evaluating
strategic alternatives with respect to this business.

                                       49
--------------------------------------------------------------------------------

  Table of Contents
Consolidated Results

Revenue

Revenue for the year ended December 31, 2020 increased 7% to $2.58 billion, compared to $2.42 billion in the prior-year period. For a discussion and analysis of this increase in revenue, see "Overview" and "Segment Results," above.

Gross profit



Gross profit as a percentage of revenue decreased to 74.5% in 2020, compared to
76.0% in 2019. Gross profit as a percentage of revenue for core Nu Skin
decreased 1.4% to 77.0%.  Our Nu Skin gross profit was negatively impacted by
higher freight cost during 2020 due to expediting orders to meet higher demand.
Also contributing to the lower gross margin is that the growth in our Nu Skin
business was primarily in the Americas and EMEA, which have lower gross margins
than other markets, combined with an overall increase in our sales percentage
from our Manufacturing segment which produces a lower gross margin.

Selling expenses



Selling expenses as a percentage of revenue was 39.5% for both 2020 and 2019.
Our core Nu Skin business's selling expense as a percentage of revenue increased
0.3 percentage points to 41.9% for 2020, compared to 41.6% for 2019. 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 increased to $646.8 million in 2020,
compared to $616.0 million in 2019. The $30.9 million increase primarily relates
to an increase of $57.3 million in labor expense associated with employee
incentive compensation in 2020 upon achievement of performance goals, partially
offset by decreases of $11.3 million for travel and $20.8 million for sales
force events as a result of COVID-19 restrictions that were in place during 2020
and our 2019 global convention, which we hold every other year. As a percentage
of revenue, general and administrative decreased 0.4% to 25.0% for 2020,
compared to 25.4% for 2019.

Other income (expense), net



Other income (expense), net for 2020 was $(1.3) million of expense, compared to
$(12.3) million of expense in 2019. The decrease in expense primarily reflects
an $6.1 million decrease in interest expense due to a decline in interest rates,
along with a lower average balance outstanding on our revolving credit facility
during 2020 than 2019.

Provision for income taxes

Provision for income taxes decreased to $64.9 million in 2020 from $81.6 million
in 2019. Our effective tax rate decreased to 25.3% of pre-tax income in 2020
from 32.0% in 2019. The decrease in the effective tax rate for 2020 primarily
reflects the strong growth in the U.S. market and Manufacturing segment, which
enabled us to utilize additional foreign tax credits to offset the U.S. income
taxes.

For 2021, we currently anticipate that our effective tax rate will be
approximately 26-32%. Our actual 2021 effective tax rate could differ materially
from this estimate. Our future effective tax rates could fluctuate
significantly, being affected by numerous factors, such as intercompany
transactions, changes in our business operations, foreign audits, increases in
uncertain tax positions, acquisitions, entry into new markets, the amount of our
foreign earnings, including earnings being lower than anticipated in
jurisdictions where we have a lower statutory rate and higher than anticipated
in jurisdictions where we have a higher statutory rate, losses incurred in
jurisdictions, the inability to realize tax benefits, withholding taxes, changes
in foreign currency exchange rates, changes in our stock price, changes in our
deferred tax assets and liabilities and their valuation.

Net income

As a result of the foregoing factors, net income in 2020 increased to $191.4 million, compared to $173.6 million in 2019.

2019 Compared to 2018



For a comparison of our operating results for 2019 compared to 2018, see Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations beginning on page 37 of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, as filed with the SEC on February 13, 2020.

                                       50
--------------------------------------------------------------------------------
  Table of Contents
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, debt
repayment and the development of operations in new markets. 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. We generated $379.1 million in cash from operations during
2020, compared to $177.9 million in cash from operations during 2019. This
increase in cash generated from operations during 2020 primarily reflects the
strong fourth quarter of 2020, with a 28% increase in revenue over the fourth
quarter of 2019.  The fourth-quarter growth additionally caused an increase in
our accrued commission payments and accrued employee incentive payments to be
made in first quarter of 2021. The payment of these accrued expenses will have a
negative impact our cash from operations in the first quarter of 2021.

As of December 31, 2020, cash and cash equivalents, including current
investments, were $423.9 million compared to $344.0 million as of December 31,
2019. This increase in cash and cash equivalents primarily reflects strong cash
from operations, partially offset by the quarterly dividend payments, debt
repayments, repurchases of our stock and purchases of property and equipment.
Working capital as of December 31, 2020 was $360.3 million compared to $383.4
million as of December 31, 2019. The slight decrease in working capital was
primarily attributable to an increase of $156.4 million in accrued expenses due
to our fourth-quarter growth and an increase in accounts payable of $27.2
million from increased inventory purchases due to sales growth mainly in our
Manufacturing segment, partially offset by a $38.5 million increase in
inventory, an increase in prepaid expenses and other from a deposit becoming
collectible in the next 12 months related to our lease of a facility in South
Korea, and an increase in cash and cash equivalents.

Cash requirements. For 2021, we currently expect that our material cash requirements will include the following:

? Cash requirements for operating activities. Our operating expenses typically

total approximately 85%-90% of our revenue, with compensation to our sales

force constituting 40%-42% of our core Nu Skin revenue. These compensation

expenses consist primarily of commission payments, which we generally pay to

our sales force within approximately one to two months of the sale. Inventory

purchases have historically constituted approximately 15%-20% of our revenue.

On average, we purchase our inventory approximately three to six months prior

to sale. While our actual cash usage may vary based on the timing of payments,

we currently expect these approximate percentages and payment practices to

continue in 2021. In addition we expect our 2021 operating lease payments will

be approximately $49 million.

? Cash requirements for investing activities. As discussed in more detail below,

our capital expenditures are expected to be $70-85 million for 2021.

? Cash requirements for financing activities. In 2021 we are obligated to make a

total of $30 million in quarterly principal payments plus the associated

interest on our term loan. We also anticipate paying quarterly cash dividends

throughout 2021, approximating $19-20 million per quarter depending on the

number of shares outstanding as of record date. Additional details about our

dividends and term loan are provided below.





For 2022 and onward, we currently expect the above material cash requirements
will remain.  See Note 6 and Note 7 to the consolidated financial statements
contained in this report for our future cash requirements related to our debt
principal repayment and our maturities of lease liabilities.

We intend to fund the aforementioned cash requirements with our cash from operations and draw on our revolving credit facility, as needed, to address any short-term funding requirements.

Capital expenditures. Capital expenditures in 2020 totaled $63.8 million. We expect that the capital expenditures in 2021 will be primarily related to:

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

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


   application development.



We estimate that capital expenditures for the uses listed above will total
approximately $55-65 million for 2021. In addition, we are also in the building
phase for a new manufacturing plant in Mainland China.  To date we have spent
approximately $22 million and expect that our expenditures for this project will
total approximately $55 million over the next 1-2 years, including approximately
$15-20 million during 2021.

                                       51
--------------------------------------------------------------------------------
  Table of Contents
Credit agreement. In April 2018, we entered into a 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 $350.0 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 our previous credit agreement and the
outstanding balance on our 2016 convertible notes that were converted at the
election of the holder in the first quarter of 2018. 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 5.0% during the first and second
years, 7.5% during the third and fourth years and 10.0% during the fifth year
after the closing date of the Credit Agreement, with the remainder payable at
final maturity. As of December 31, 2020 and 2019, we had no outstanding
borrowings under our revolving credit facility, and $337.5 million and $365.0
million remaining balance on our term loan facility. The carrying value of the
debt also reflects debt issuance costs of $2.1 million and $3.0 million as of
December 31, 2020 and 2019, respectively, 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. We are currently in compliance with all debt covenants under
the Credit Agreement.

Derivative instruments. As of December 31, 2020, 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 2020, we repurchased approximately 5.1 million shares of
our Class A common stock under the plan for $144.3 million. As of December 31,
2020, $325.8 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. We paid quarterly cash dividends of $0.375 per share in March, June,
September and December of 2020, for a total of $20.7 million, $19.4 million,
$19.2 million and $19.1 million, respectively. In February 2021, our board of
directors declared a quarterly cash dividend of $0.38 per share to be paid on
March 10, 2021 to stockholders of record on February 26, 2021. 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 December 31, 2020 and 2019, we held $423.9
million and $344.0 million, respectively, in cash and cash equivalents,
including current investments. These amounts include $374.7 million and $277.9
million as of December 31, 2020 and 2019, respectively, held in our operations
outside of the United States. 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 United States
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 December 31, 2020
and 2019, we had $103.0 million and $76.6 million, respectively, in cash
denominated in Chinese RMB. We also have experienced delays in repatriating cash
from Argentina. As of December 31, 2020 and 2019, we had $10.6 million and $2.1
million, respectively, in intercompany receivable with our Argentina subsidiary.
We also have intercompany loan arrangements with 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
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.

                                       52
--------------------------------------------------------------------------------
  Table of Contents
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.

Contingent Liabilities

Please refer to Note 16 to the consolidated financial statements contained in this report for information regarding our contingent liabilities.

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 often do one
or more introductory offerings of the product, such as a preview of the product
to our Sales Leaders 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.

Recent Accounting Pronouncements

A description of new accounting pronouncements is contained in Note 2 to consolidated financial statements contained in this report..

© Edgar Online, source Glimpses