XML 28 R19.htm IDEA: XBRL DOCUMENT
v3.25.3

Shareholders' Deficit | 9 Months Ended
--- | ---
Sep. 30, 2025
Equity [Abstract] |
Shareholders' Deficit | 10. Shareholders’ Deficit Changes in shareholders’ deficit for the three months ended September 30, 2025 and 2024 were as follows:
|  | Three Months Ended September 30, 2025 |
|  | Common Shares |  |  | Paid-in Capital in Excess of Par Value |  |  | Accumulated Other Comprehensive Loss |  |  | Accumulated Deficit |  |  | Total Herbalife Shareholders’ Deficit |  |  | Noncontrolling Interests |  |  | Total Shareholders’ Deficit |
|  | (in millions) |
Balance as of June 30, 2025 |  | $ | 0.1 |  |  | $ | 294.3 |  |  | $ | (246.6 | ) |  | $ | (708.3 | ) |  | $ | (660.5 | ) |  | $ | 6.1 |  |  | $ | (654.4 | )
Issuance of 0.4 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other |  |  | — |  |  |  | 0.4 |  |  |  |  |  |  |  |  |  | 0.4 |  |  |  |  |  |  | 0.4 |
Additional capital from share-based compensation |  |  |  |  |  | 11.2 |  |  |  |  |  |  |  |  |  | 11.2 |  |  |  |  |  |  | 11.2 |
Repurchases of 0.3 common shares |  |  | — |  |  |  | (1.3 | ) |  |  |  |  |  | — |  |  |  | (1.3 | ) |  |  |  |  |  | (1.3 | )
Net income (loss) |  |  |  |  |  |  |  |  |  |  |  | 43.2 |  |  |  | 43.2 |  |  |  | (0.1 | ) |  |  | 43.1 |
Foreign currency translation adjustment, net of income taxes of $(0.1) |  |  |  |  |  |  |  |  | (0.7 | ) |  |  |  |  |  | (0.7 | ) |  |  |  |  |  | (0.7 | )
Unrealized loss on derivatives, net of income taxes of $— |  |  |  |  |  |  |  |  | (4.3 | ) |  |  |  |  |  | (4.3 | ) |  |  |  |  |  | (4.3 | )
Acquisition |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |
Balance as of September 30, 2025 |  | $ | 0.1 |  |  | $ | 304.6 |  |  | $ | (251.6 | ) |  | $ | (665.1 | ) |  | $ | (612.0 | ) |  | $ | 6.0 |  |  | $ | (606.0 | )
|  | Three Months Ended September 30, 2024 |
|  | Common Shares |  |  | Paid-in Capital in Excess of Par Value |  |  | Accumulated Other Comprehensive Loss |  |  | Accumulated Deficit |  |  | Total Shareholders’ Deficit |
|  | (in millions) |
Balance as of June 30, 2024 |  | $ | 0.1 |  |  | $ | 253.4 |  |  | $ | (257.4 | ) |  | $ | (1,033.3 | ) |  | $ | (1,037.2 | )
Issuance of less than 0.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other |  |  | — |  |  |  | 0.6 |  |  |  |  |  |  |  |  |  | 0.6 |
Additional capital from share-based compensation |  |  |  |  |  | 13.0 |  |  |  |  |  |  |  |  |  | 13.0 |
Repurchases of — common shares |  |  | — |  |  |  | — |  |  |  |  |  |  | — |  |  |  | — |
Net income |  |  |  |  |  |  |  |  |  |  |  | 47.4 |  |  |  | 47.4 |
Foreign currency translation adjustment, net of income taxes of $(0.1) |  |  |  |  |  |  |  |  | 13.0 |  |  |  |  |  |  | 13.0 |
Unrealized gain on derivatives, net of income taxes of $— |  |  |  |  |  |  |  |  | 9.0 |  |  |  |  |  |  | 9.0 |
Balance as of September 30, 2024 |  | $ | 0.1 |  |  | $ | 267.0 |  |  | $ | (235.4 | ) |  | $ | (985.9 | ) |  | $ | (954.2 | )
Changes in shareholders’ deficit for the nine months ended September 30, 2025 and 2024 were as follows:
|  | Nine Months Ended September 30, 2025 |
|  | Common Shares |  |  | Paid-in Capital in Excess of Par Value |  |  | Accumulated Other Comprehensive Loss |  |  | Accumulated Deficit |  |  | Total Herbalife Shareholders’ Deficit |  |  | Noncontrolling Interests |  |  | Total Shareholders’ Deficit |
|  | (in millions) |
Balance as of December 31, 2024 |  | $ | 0.1 |  |  | $ | 278.2 |  |  | $ | (271.4 | ) |  | $ | (808.0 | ) |  | $ | (801.1 | ) |  | $ | — |  |  | $ | (801.1 | )
Issuance of 3.2 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other |  |  | — |  |  |  | 1.3 |  |  |  |  |  |  |  |  |  | 1.3 |  |  |  |  |  |  | 1.3 |
Additional capital from share-based compensation |  |  |  |  |  | 33.2 |  |  |  |  |  |  |  |  |  | 33.2 |  |  |  |  |  |  | 33.2 |
Repurchases of 1.2 common shares |  |  | — |  |  |  | (8.1 | ) |  |  |  |  |  | — |  |  |  | (8.1 | ) |  |  |  |  |  | (8.1 | )
Net income (loss) |  |  |  |  |  |  |  |  |  |  |  | 142.9 |  |  |  | 142.9 |  |  |  | (0.2 | ) |  |  | 142.7 |
Foreign currency translation adjustment, net of income taxes of $0.5 |  |  |  |  |  |  |  |  | 32.2 |  |  |  |  |  |  | 32.2 |  |  |  |  |  |  | 32.2 |
Unrealized loss on derivatives, net of income taxes of $— |  |  |  |  |  |  |  |  | (12.4 | ) |  |  |  |  |  | (12.4 | ) |  |  |  |  |  | (12.4 | )
Acquisition |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | 6.2 |  |  |  | 6.2 |
Balance as of September 30, 2025 |  | $ | 0.1 |  |  | $ | 304.6 |  |  | $ | (251.6 | ) |  | $ | (665.1 | ) |  | $ | (612.0 | ) |  | $ | 6.0 |  |  | $ | (606.0 | )
|  | Nine Months Ended September 30, 2024 |
|  | Common Shares |  |  | Paid-in Capital in Excess of Par Value |  |  | Accumulated Other Comprehensive Loss |  |  | Accumulated Deficit |  |  | Total Shareholders’ Deficit |
|  | (in millions) |
Balance as of December 31, 2023 |  | $ | 0.1 |  |  | $ | 233.9 |  |  | $ | (232.0 | ) |  | $ | (1,062.3 | ) |  | $ | (1,060.3 | )
Issuance of 2.1 common shares from exercise of SARs, restricted stock units, employee stock purchase plan, and other |  |  | — |  |  |  | 2.1 |  |  |  |  |  |  |  |  |  | 2.1 |
Additional capital from share-based compensation |  |  |  |  |  | 36.7 |  |  |  |  |  |  |  |  |  | 36.7 |
Repurchases of 0.6 common shares |  |  | — |  |  |  | (5.7 | ) |  |  |  |  |  | — |  |  |  | (5.7 | )
Net income |  |  |  |  |  |  |  |  |  |  |  | 76.4 |  |  |  | 76.4 |
Foreign currency translation adjustment, net of income taxes of $(0.1) |  |  |  |  |  |  |  |  | (18.5 | ) |  |  |  |  |  | (18.5 | )
Unrealized gain on derivatives, net of income taxes of $— |  |  |  |  |  |  |  |  | 15.1 |  |  |  |  |  |  | 15.1 |
Balance as of September 30, 2024 |  | $ | 0.1 |  |  | $ | 267.0 |  |  | $ | (235.4 | ) |  | $ | (985.9 | ) |  | $ | (954.2 | )
Dividends The Company has not declared or paid cash dividends since 2014. The declaration of future dividends is subject to the discretion of the Company’s board of directors and will depend upon various factors, including its earnings, financial condition, Herbalife Ltd.’s available distributable reserves under Cayman Islands law, restrictions imposed by the 2024 Credit Facility and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its board of directors. Share Repurchases On February 9, 2021, the Company’s board of directors authorized a three-year $1.5 billion share repurchase program which had approximately $985.5 million of remaining authorized capacity prior to the share repurchase program expiring on February 9, 2024. This share repurchase program allowed the Company, which included an indirect wholly-owned subsidiary of Herbalife Ltd., to repurchase the Company’s common shares at such times and prices as determined by management, as market conditions warranted, and to the extent Herbalife Ltd.’s distributable reserves were available under Cayman Islands law. The 2024 Credit Facility permits the Company to repurchase its common shares as long as no default or event of default exists and other conditions, such as specified consolidated leverage ratios, are met. During the nine months ended September 30, 2025 and 2024, the Company did no t repurchase any of its common shares through open-market purchases. The number of shares issued upon vesting or exercise for certain restricted stock units and SARs granted pursuant to the Company’s share-based compensation plans is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. Historically, these shares have not counted against the authorized capacity under the Company’s previous share repurchase program, as described above. During the three and nine months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans. The Company reflects the aggregate purchase price of its common shares repurchased as an increase to shareholders’ deficit. The Company generally allocates the purchase price of the repurchased shares to accumulated deficit, common shares and additional paid-in capital. For both the nine months ended September 30, 2025 and 2024, the Company’s share repurchases, inclusive of transaction costs, were zero, under the Company’s share repurchase programs, and $8.1 million and $5.7 million, respectively, due to shares withheld for tax purposes related to the Company’s share-based compensation pl ans and have been recorded as an increase to shareholders’ deficit within the Company’s condensed consolidated balance sheets. Accumulated Other Comprehensive Loss The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended September 30, 2025 and 2024:
|  | Changes in Accumulated Other Comprehensive Loss by Component |
|  | Three Months Ended |
|  | September 30, 2025 |  |  | September 30, 2024 |
|  | Foreign Currency Translation Adjustments |  |  | Unrealized Gain (Loss) on Derivatives |  |  | Total |  |  | Foreign Currency Translation Adjustments |  |  | Unrealized Gain (Loss) on Derivatives |  |  | Total |
|  | (in millions) |
Beginning balance |  | $ | (249.4 | ) |  | $ | 2.8 |  |  | $ | (246.6 | ) |  | $ | (262.1 | ) |  | $ | 4.7 |  |  | $ | (257.4 | )
Other comprehensive (loss) income before reclassifications, net of tax |  |  | (0.7 | ) |  |  | (2.2 | ) |  |  | (2.9 | ) |  |  | 13.0 |  |  |  | 8.2 |  |  |  | 21.2 |
Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) |  |  | — |  |  |  | (2.1 | ) |  |  | (2.1 | ) |  |  | — |  |  |  | 0.8 |  |  |  | 0.8 |
Total other comprehensive (loss) income, net of reclassifications |  |  | (0.7 | ) |  |  | (4.3 | ) |  |  | (5.0 | ) |  |  | 13.0 |  |  |  | 9.0 |  |  |  | 22.0 |
Ending balance |  | $ | (250.1 | ) |  | $ | (1.5 | ) |  | $ | (251.6 | ) |  | $ | (249.1 | ) |  | $ | 13.7 |  |  | $ | (235.4 | )
(1) See Note 9, Derivative Instruments and Hedging Activities, for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the three months ended September 30, 2025 and 2024. Other comprehensive income (loss) before reclassifications was net of tax benefit of $0.1 million for foreign currency translation adjustments for the three months ended September 30, 2025. Other comprehensive income (loss) before reclassifications was net of tax benefit of $0.1 million for foreign currency translation adjustments for the three months ended September 30, 2024. The following table summarizes changes in accumulated other comprehensive loss by component during the nine months ended September 30, 2025 and 2024:
|  | Changes in Accumulated Other Comprehensive Loss by Component |
|  | Nine Months Ended |
|  | September 30, 2025 |  |  | September 30, 2024 |
|  | Foreign Currency Translation Adjustments |  |  | Unrealized Gain (Loss) on Derivatives |  |  | Total |  |  | Foreign Currency Translation Adjustments |  |  | Unrealized (Loss) Gain on Derivatives |  |  | Total |
|  | (in millions) |
Beginning balance |  | $ | (282.3 | ) |  | $ | 10.9 |  |  | $ | (271.4 | ) |  | $ | (230.6 | ) |  | $ | (1.4 | ) |  | $ | (232.0 | )
Other comprehensive income (loss) before reclassifications, net of tax |  |  | 32.2 |  |  |  | (3.5 | ) |  |  | 28.7 |  |  |  | (18.5 | ) |  |  | 13.0 |  |  |  | (5.5 | )
Amounts reclassified from accumulated other comprehensive loss to income, net of tax(1) |  |  | — |  |  |  | (8.9 | ) |  |  | (8.9 | ) |  |  | — |  |  |  | 2.1 |  |  |  | 2.1 |
Total other comprehensive income (loss), net of reclassifications |  |  | 32.2 |  |  |  | (12.4 | ) |  |  | 19.8 |  |  |  | (18.5 | ) |  |  | 15.1 |  |  |  | (3.4 | )
Ending balance |  | $ | (250.1 | ) |  | $ | (1.5 | ) |  | $ | (251.6 | ) |  | $ | (249.1 | ) |  | $ | 13.7 |  |  | $ | (235.4 | )
(1) See Note 9, Derivative Instruments and Hedging Activities, for information regarding the location within the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive loss to income during the nine months ended September 30, 2025 and 2024. Other comprehensive income (loss) before reclassifications was net of tax expense of $0.5 million for foreign currency translation adjustments for the nine months ended September 30, 2025. Other comprehensive income (loss) before reclassifications was net of tax benefit of $0.1 million for foreign currency translation adjustments for the nine months ended September 30, 2024.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration