HERBALIFE LTD
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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FY2024 · Filed Feb 19, 2025
HLF$15.59-0.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K, or incorporated herein by reference:
Financial Statements. The following financial statements of Herbalife Ltd. are filed as part of this Annual Report on Form 10-K on the pages indicated:
| Page No. | |
|---|---|
| HERBALIFE LTD. AND SUBSIDIARIES | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | 75 |
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 78 |
| Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022 | 79 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022 | 80 |
| Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024, 2023, and 2022 | 81 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 | 82 |
| Notes to Consolidated Financial Statements | 83 |
Financial Statement Schedules. Schedules are omitted because the required information is inapplicable, not material, or the information is presented in the consolidated financial statements or related notes.
Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein.
EXHIBIT INDEX
| Exhibit Number | Description | Reference |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Herbalife Ltd. | (y) |
| 4.1 | Form of Share Certificate | (c) |
| 4.2 | Indenture among Herbalife Nutrition Ltd., HLF Financing, Inc., the guarantors party thereto and MUFG Union Bank, N.A., as trustee, dated as of May 29, 2020, governing the 7.875% Senior Notes due 2025 | (o) |
| 4.3 | Form of Global Note for 7.875% Senior Notes due 2025 (included as Exhibit A to Exhibit 4.2 hereto) | (o) |
| 4.4 | Indenture among HLF Financing SaRL, LLC, Herbalife International, Inc., the guarantors party thereto and Citibank, N.A., as trustee, dated as of May 20, 2021, governing the 4.875% Senior Notes due 2029 | (s) |
| 4.5 | Form of Global Note for 4.875% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4 hereto) | (s) |
| 4.6 | Indenture, dated as of December 9, 2022, between Herbalife Nutrition Ltd. and U.S. Bank Trust Company, National Association, as trustee, governing the 4.25% Convertible Senior Notes due 2028 | (w) |
| 4.7 | Form of Global Note for 4.25% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.6 hereto). | (w) |
| 4.8 | Description of Registrant's Securities | (m) |
| 4.9 | Indenture, dated as of April 12, 2024, among HLF Financing SaRL, LLC and Herbalife International, Inc., the guarantors party thereto and Citibank, N.A., as trustee and notes collateral agent, governing the 12.250% Senior Secured Notes due 2029 | (bb) |
| 4.10 | Form of Global Note for 12.250% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.9 hereto) | (bb) |
| 10.1# | Form of Second Amendment and Restatement of the Herbalife International of America, Inc. Senior Executive Deferred Compensation Plan | (m) |
| 10.2# | Form of Second Amendment and Restatement of the Herbalife International of America, Inc. Management Deferred Compensation Plan | (m) |
| 10.3 | Notice to Distributors, dated as of July 18, 2002, regarding Amendment to Agreements of Distributorship, between Herbalife International, Inc. and each Herbalife Distributor | (a) |
| 10.4# | Side Letter Agreement dated as of April 3, 2003 by and among WH Holdings (Cayman Islands) Ltd., Michael O. Johnson and the Shareholders listed therein | (a) |
| 10.5# | Herbalife Ltd. Executive Incentive Plan | (e) |
| 10.6 | Form of Indemnification Agreement between Herbalife Ltd. and each of its directors and certain of its officers | (b) |
| 10.7# | Amended and Restated Herbalife Ltd. 2005 Stock Incentive Plan | (d) |
| 10.8# | Form of Amendment to Amended and Restated Herbalife Ltd. 2005 Stock Incentive Plan | (e) |
| 10.9# | Form of Herbalife Ltd. 2005 Stock Incentive Plan Stock Unit Award Agreement | (g) |
| 10.10# | Form of Herbalife Ltd. 2005 Stock Incentive Plan Stock Appreciation Right Award Agreement | (g) |
| 10.11# | Form of Herbalife Ltd. 2005 Stock Incentive Plan Performance Condition Stock Appreciation Right Award Agreement | (k) |
| 10.12# | Herbalife Ltd. Employee Stock Purchase Plan | (i) |
| 10.13# | Amended and Restated Herbalife Ltd. 2014 Stock Incentive Plan | (r) |
| 10.14# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement | (u) |
| 10.15# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement (Performance-Vesting) | (u) |
| 10.16# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Lead Director Stock Unit Award Agreement | (u) |
| 10.17# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Board of Directors Stock Unit Award Agreement | (u) |
| 10.18# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Appreciation Right Award Agreement | (h) |
| 10.19# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Performance Based Stock Appreciation Right Award Agreement | (h) |
| 10.20# | Form of Herbalife Ltd. 2014 Stock Incentive Plan Restricted Cash Unit Award Agreement | (h) |
| 10.21 | Stipulation to Entry of Order for Permanent Injunction and Monetary Judgment | (f) |
| 10.22# | Amended and Restated Herbalife International of America, Inc. Executive Officer Severance Plan | (v) |
| 10.23 | Credit Agreement, dated as of August 16, 2018, among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the several banks and other financial institutions or entities from time to time party thereto as lenders, Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and collateral agent, and Coöperatieve Rabobank U.A., New York Branch, as an Issuing Bank and as administrative agent for the Term Loan A Lenders and the Revolving Credit Lenders | (j) |
| 10.24 | First Amendment to Credit Agreement, dated as of December 12, 2019, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and collateral agent | (l) |
| 10.25 | Second Amendment to Credit Agreement, dated as of March 19, 2020, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders | (n) |
| 10.26 | Deferred Prosecution Agreement between Herbalife Nutrition Ltd. and the United States Department of Justice | (p) |
| 10.27 | Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order | (p) |
| 10.28 | Third Amendment to Credit Agreement, dated as of February 10, 2021, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and collateral agent | (q) |
| 10.29 | Fourth Amendment to Credit Agreement, dated as of July 30, 2021, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders and Sustainability Coordinator | (t) |
| 10.30# | Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement dated as of December 22, 2022 entered into with Michael O. Johnson | (x) |
| 10.31# | Herbalife Ltd. 2014 Stock Incentive Plan Stock Appreciation Right Award Agreement dated as of December 22, 2022 entered into with Michael O. Johnson | (x) |
| 10.32 | Fifth Amendment to Credit Agreement, USD LIBOR Hardwire Transition Amendment (Revolver and Term Loan A), dated as of April 3, 2023, by Coöperatieve Rabobank U.A., New York Branch as Term Loan A Agent and Revolver Administrative Agent | (y) |
| 10.33# | Herbalife Ltd. 2023 Stock Incentive Plan | (y) |
| 10.34# | Form of Herbalife Ltd. 2023 Stock Incentive Plan Stock Unit Award Agreement | (y) |
| 10.35# | Form of Herbalife Ltd. 2023 Stock Incentive Plan Lead Director Stock Unit Award Agreement | (y) |
| 10.36# | Form of Herbalife Ltd. 2023 Stock Incentive Plan Board of Directors Stock Unit Award Agreement | (y) |
| 10.37# | Form of Herbalife Ltd. 2023 Stock Incentive Plan Stock Appreciation Right Award Agreement | (y) |
| 10.38 | Sixth Amendment to Credit Agreement, dated as of April 28, 2023, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch , as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders | (y) |
| 10.39 | Addendum to the Amendment to the Agreements of Distributorship dated as of April 27, 2023, by Herbalife International, Inc., for the benefit of each Herbalife Distributor | (z) |
| 10.40 | Seventh Amendment to Credit Agreement, dated as of June 29, 2023, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, Jefferies Finance LLC, as Term Loan B Agent and Collateral Agent, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders | (z) |
| 10.41# | Employment Agreement, dated as of March 27, 2024, by and among John DeSimone, Herbalife International of America, Inc. and Herbalife Ltd. | (cc) |
| 10.42# | Stock Appreciation Right Agreement, dated as of February 16, 2024, by and between Michael O. Johnson and Herbalife Ltd. | (cc) |
| 10.43# | Stock Unit Award Agreement, dated as of February 16, 2024, by and between Michael O. Johnson and Herbalife Ltd. | (cc) |
| 10.44# | Stock Appreciation Right Agreement, dated as of March 25, 2024, by and between John DeSimone and Herbalife Ltd. | (cc) |
| 10.45 | Eighth Amendment to Credit Agreement, dated as of April 12, 2024, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à R.L., Herbalife International, Inc., certain of Herbalife Ltd.’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and as collateral agent and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders | (bb) |
| 10.46# | Amended and Restated Herbalife Ltd. 2023 Stock Incentive Plan | (cc) |
| 10.47# | Employment Agreement, dated as of February 6, 2025, by and among Michael O. Johnson, Herbalife International of America, Inc. and Herbalife Ltd. | * |
| 19.1 | Herbalife Insider Trading Compliance Policy | * |
| 21.1 | Subsidiaries of the Registrant | * |
| 23.1 | Consent of PricewaterhouseCoopers LLP — Independent Registered Public Accounting Firm | * |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | * |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | * |
| 32.1 | Section 1350 Certification of Chief Executive Officer | ** |
| 32.2 | Section 1350 Certification of Chief Financial Officer | ** |
| 97.1 | Herbalife Ltd. Clawback Policy | (aa) |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | * |
| 104 | Cover Page Interactive Data File – The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL (included as Exhibit 101) | * |
- Filed herewith.
** Furnished herewith.
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