HERBALIFE LTD.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-209074
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-335172
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 169 previous paragraphs and 176 current paragraphs.
102 unchanged; 57 reworded; 11 added; 9 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Our “other expense, net” consists of non-operating income and expenses such as gains or losses on extinguishment of debt.
Current report
Net sales were $1,326.8 million and $2,644.0 million for the three and six months ended June 30, 2026, respectively. Net sales increased $67.7 million, or 5.4%, and $163.2 million, or 6.6%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 5.8% and 5.6% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 5.4% increase in net sales for the three months ended June 30, 2026 was primarily driven by a 5.8% increase in sales volume, and a 3.0% favorable impact of price increases, partially offset by a 3.0% unfavorable impact of sales mix and a 0.4% unfavorable impact of fluctuations in foreign currency exchange rates. The 6.6% increase in net sales for the six months ended June 30, 2026 was primarily driven by a 5.0% increase in sales volume, a 3.1% favorable impact of price increases, and a 1.0% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 2.5% unfavorable impact of sales mix.
Current report
Net loss attributable to Herbalife for the three months ended June 30, 2026 included a $94.6 million pre-tax unfavorable impact ($74.6 million post-tax) of loss on debt extinguishment from our April 2026 debt refinancing, $3.3 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, a $1.3 million pre-tax unfavorable impact ($0.9 million post-tax) of Optimization Program expenses, and a $1.1 million pre-tax unfavorable impact ($0.7 million post-tax) of Technology Realignment Program expenses, primarily relating to employee retention and separation costs.
Current report
Net income attributable to Herbalife for the six months ended June 30, 2026 included a $94.6 million pre-tax unfavorable impact ($74.6 million post-tax) of loss on debt extinguishment from our April 2026 debt refinancing, $8.7 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, a $3.5 million pre-tax unfavorable impact ($2.4 million post-tax) of Technology Realignment Program expenses, primarily relating to employee retention and separation costs and a $1.3 million pre-tax unfavorable impact ($0.9 million post-tax) of Optimization Program expenses.
Current report
The North America region reported net sales of $273.0 million and $520.6 million for the three and six months ended June 30, 2026, respectively. Net sales increased $0.6 million, or 0.2%, and decreased $6.2 million, or 1.2%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 0.2% and decreased 1.2% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 0.2% increase in net sales for the three months ended June 30, 2026 was primarily due to a 2.9% favorable impact of price increases, partially offset by a 1.9% decrease in sales volume and a 0.8% unfavorable impact of sales mix. The 1.2% decrease in net sales for the six months ended June 30, 2026 was primarily due to a 3.4% decrease in sales volume, partially offset by a 2.7% favorable impact of price increases. North America’s sales volume decreased for the three and six months ended June 30, 2026 as compared to the same periods in 2025, and the decreases were less than the prior year period decreases.
Current report
Other Expense, Net
Current report
The $94.6 million of other expense, net for both the three and six months ended June 30, 2026 consisted of a loss on the extinguishment of the 2024 Credit Facility and the 2029 Secured Notes as a result of the April 2026 refinancing (See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further discussion).
Current report
Income taxes were $22.8 million and $29.8 million for the three months ended June 30, 2026 and 2025, respectively, and $53.2 million and $50.2 million for the six months ended June 30, 2026 and 2025, respectively. The income tax expense decreased for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in the tax benefits from discrete events, which includes the tax impact of the loss on extinguishment of debt, partially offset by changes in the geographic mix of our income. The income tax expense increased for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to changes in the geographic mix of our income, partially offset by an increase in the tax benefits from discrete events, which includes the tax impact of the loss on extinguishment of debt.
Current report
Separate from the capital expenditures described above, we made certain acquisitions. During 2026, we acquired certain assets of Bioniq for total base consideration of $55 million, payable over a five-year period. We made the first payment of $10 million shortly after the Closing Date, which is reflected separately in investing activities within our condensed consolidated statement of cash flows. During 2025, we acquired certain assets of Pruvit, Pro2col LLC, and of Link BioSciences Inc. for an aggregate consideration of approximately $25.5 million, which is reflected separately in investing activities within our condensed consolidated statement of cash flows. Both the 2026 and 2025 acquisitions are subject to post-closing performance targets that may lead to additional cash payments to the sellers. See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for further information relating to our acquisitions.
Current report
During the second quarter of 2026, we initiated a program to optimize our global operating footprint and improve organizational efficiency, or the Optimization Program, which includes the movement and consolidation of certain activities within our global business service centers across multiple regions, as well as other related initiatives. These actions are being undertaken as part of an ongoing enterprise-wide initiative under which we continue to evaluate opportunities to improve operational efficiency and reduce costs. During the three and six months ended June 30, 2026, we incurred $1.3 million of pre-tax expenses, which were recognized in general and administrative expenses within the condensed consolidated statements of income (loss). Since the Optimization Program is still in the early stages, we cannot reasonably estimate the amount and timing of future costs, which remain subject to change based on the scope and progression of activities and any additional opportunities identified.
Current report
Senior Secured Notes due 2033
Removed paragraphs (9)
Previous report
Net sales were $1,317.2 million for the three months ended March 31, 2026. Net sales increased $95.5 million, or 7.8%, for the three months ended March 31, 2026, as compared to the same period in 2025. In local currency, net sales increased 5.4% for the three months ended March 31, 2026, as compared to the same period in 2025. The 7.8% increase in net sales for the three months ended March 31, 2026 was primarily driven by a 4.1% increase in sales volume, a 3.2% favorable impact of price increases, and a 2.4% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 2.1% unfavorable impact of sales mix.
Previous report
Net income attributable to Herbalife for the three months ended March 31, 2026 included $5.4 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, and a $2.4 million pre-tax unfavorable impact ($1.7 million post-tax) of Technology Realignment Program expenses, primarily relating to employee retention and separation costs.
Previous report
The North America region reported net sales of $247.6 million for the three months ended March 31, 2026. Net sales decreased $6.8 million, or 2.7%, for the three months ended March 31, 2026, as compared to the same period in 2025. In local currency, net sales decreased 2.8% for the three months ended March 31, 2026, as compared to the same period in 2025. The 2.7% decrease in net sales for the three months ended March 31, 2026 was primarily due to a 5.0% decrease in sales volume, partially offset by a 2.5% favorable impact of price increases. North America’s sales volume decreased for the three months ended March 31, 2026 as compared to the same period in 2025, and the decrease was less than the prior year period decrease. Net sales were negatively impacted by a combination of unusually severe weather conditions during January and February and higher levels of shipments in transit at quarter‑end, with the related revenue deferred to the subsequent quarter pursuant to the Company's revenue recognition policies. These combined factors adversely affected our net sales trend for the three months ended March 31, 2026.
Previous report
Income taxes were $30.4 million and $20.4 million for the three months ended March 31, 2026 and 2025, respectively. The effective income tax rate was 33.2% and 28.8% for the three months ended March 31, 2026 and 2025, respectively. The increase in the effective tax rate for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to a decrease in tax benefits from discrete events and changes in the geographic mix of our income.
Previous report
On August 16, 2018, we entered into a $1.25 billion senior secured credit facility, or the 2018 Credit Facility, consisting of a $250.0 million term loan A, or the 2018 Term Loan A, a $750.0 million term loan B, or the 2018 Term Loan B, and a $250.0 million revolving credit facility, or the 2018 Revolving Credit Facility, with a syndicate of financial institutions as lenders.
Previous report
Subsequently, the 2018 Credit Facility was amended in a series of amendments that, as of March 31, 2024, among other things, increased the borrowing capacity of the 2018 Term Loan A to a total of $286.2 million and the 2018 Revolving Credit Facility to a total of $330.0 million and establishing the Secured Overnight Financing Rate, or SOFR, for interest rate purposes under the 2018 Credit Facility. Borrowings utilizing SOFR under both the 2018 Term Loan A and 2018 Revolving Credit Facility, bore interest at, depending on our total leverage ratio and the Adjusted Term SOFR, which is the rate per annum equal to Term SOFR plus a rate adjustment based on interest periods of one month, three months, six months and twelve months tenors equaling to approximately 0.11%, 0.26%, 0.43% and 0.72%, respectively. The maturity date of both the 2018 Term Loan A and 2018 Revolving Credit Facility was March 19, 2025. The 2018 Term Loan B maturity date was August 18, 2025.
Previous report
The 2024 Term Loan B Facility was issued to the lenders at a 7.00% discount, or $28.0 million, and we incurred approximately $10.3 million of debt issuance costs in connection with the 2024 Credit Facility. We may prepay the 2024 Term Loan B at a 101% premium on or prior to the second anniversary, and, solely in connection with a repricing event, at a 101% premium after the second anniversary but on or prior to the third anniversary, and generally at no premium thereafter. The 2024 Term Loan B requires quarterly payments equal to 5.0% of the aggregate principal amount of the 2024 Term Loan B per annum, commencing in September 2024. In addition, pursuant to the terms of the 2024 Credit Facility, we may be required to make mandatory prepayments towards the 2024 Term Loan B based on an annual excess cash flow calculation and consolidated leverage ratio as defined under the terms of the 2024 Credit Facility. Based on the 2025 excess cash flow calculation, pursuant to the terms of the 2024 Credit Facility, we will not be required to make a mandatory prepayment in 2026 toward the 2024 Term Loan B.
Previous report
Subsequent Events
Previous report
See Note 15, Subsequent Events, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for information relating to the refinancing of the 2024 Credit Facility and the 2029 Secured Notes and an asset acquisition during April 2026.
Reworded paragraphs (57)
Previous wording
While we continue to monitor the current global financial environment, including the impacts of inflation, foreign exchange rate fluctuations, the wars in Ukraine and the Middle East, rising trade tensions, including U.S. tariffs and retaliatory tariffs from foreign countries and other factors, we remain focused on the opportunities and challenges in retailing our products and enhancing the customer experience, sponsoring and retaining Members, improving Member productivity, further penetrating existing markets, globalizing successful Daily Methods of Operation, or DMOs, such as Nutrition Clubs, Fit Clubs, and Weight Loss Challenges, introducing new products and globalizing existing products, developing niche market segments and further investing in our infrastructure.
Current wording
While we continue to monitor the current global financial environment, including the impacts of inflation, foreign exchange rate fluctuations, the wars in Ukraine and the Middle East, trade tensions, including U.S. tariffs and retaliatory tariffs from foreign countries and other factors, we remain focused on the opportunities and challenges in retailing our products and enhancing the customer experience, sponsoring and retaining Members, improving Member productivity, further penetrating existing markets, globalizing successful Daily Methods of Operation, or DMOs, such as Nutrition Clubs, Fit Clubs, and Weight Loss Challenges, introducing new products and globalizing existing products, developing niche market segments and further investing in our infrastructure.
Previous wording
Global inflationary pressures and other macroeconomic factors such as foreign exchange rate fluctuations and geopolitical conflicts can impact our financial condition, results of operations and liquidity. For example, inflationary pressure impacts both our cost structures and our pricing. During the three months ended March 31, 2026, we instituted pricing increases in certain markets to address region or market-specific conditions. We also instituted localized pricing actions in 2025. These actions are discussed further in the Sales by Geographic Region discussion further below. We continue to examine our cost structure and assess additional potential incremental pricing actions in response to ongoing inflationary pressures, including due to rising energy prices, and any tariffs and retaliatory tariffs imposed by the U.S. or foreign governments which could have a significant adverse impact to our business, which includes our Mexico market where our U.S. manufacturing operations provide a significant amount of finished goods inventory to our Mexico operations.
Current wording
Global inflationary pressures and other macroeconomic factors such as foreign exchange rate fluctuations and geopolitical conflicts can impact our financial condition, results of operations and liquidity. For example, inflationary pressure impacts both our cost structures and our pricing. During the six months ended June 30, 2026, we instituted pricing increases in certain markets to address region or market-specific conditions. We also instituted localized pricing actions in 2025. These actions are discussed further in the Sales by Geographic Region discussion further below. We continue to examine our cost structure and assess additional potential incremental pricing actions in response to ongoing inflationary pressures, including due to rising energy prices, and any tariffs and retaliatory tariffs imposed by the U.S. or foreign governments which could have a significant adverse impact to our business, which includes our Mexico market where our U.S. manufacturing operations provide a significant amount of finished goods inventory to our Mexico operations.
Previous wording
The war in the Middle East has not had a direct material impact on our results. However, we are exposed to volatility in energy and oil markets, which could impact manufacturing, transportation, and packaging costs. Maritime restrictions in the Strait of Hormuz will continue to influence this risk. Significant increases in fuel, utilities, and petroleum-based inputs may materially increase our cost of goods sold and logistics expenses, and these increases may not be fully offset through pricing actions, which could adversely impact our margins and operating results.
Current wording
The war in the Middle East has not had a direct material impact on our results. However, we are exposed to volatility in energy and oil markets, which could materially impact manufacturing, transportation, and packaging costs. Maritime restrictions in the Strait of Hormuz will continue to influence this risk. Significant increases in fuel, utilities, and petroleum-based inputs may materially increase our cost of goods sold and logistics expenses, and these increases may not be fully offset through pricing actions, which could adversely impact our margins and operating results.
Previous wording
Net income attributable to Herbalife was $61.9 million, or $0.57 per diluted share, for the three months ended March 31, 2026. Net income attributable to Herbalife increased $11.5 million, or 22.8%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase in net income attributable to Herbalife for the three months ended March 31, 2026 was mainly due to $69.6 million higher gross profit driven by higher net sales, $5.5 million of China grant income in 2026, and $5.2 million lower interest expense, net; partially offset by $31.1 million higher general and administrative expenses driven by higher labor and benefits costs (see General and Administrative Expenses below for further discussion), $28.4 million higher selling expenses driven by higher net sales, and $10.0 million higher income taxes.
Current wording
Net loss attributable to Herbalife was $26.3 million, or $0.25 per diluted share, and net income attributable to Herbalife was $35.6 million, or $0.33 per diluted share, for the three and six months ended June 30, 2026, respectively. Net income attributable to Herbalife decreased $75.6 million, or 153.3%, and $64.1 million, or 64.3%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The decrease in net income attributable to Herbalife for the three months ended June 30, 2026 was mainly due to $94.6 million of loss on extinguishment of debt related to our April 2026 debt refinancing, $27.7 million higher general and administrative expenses driven by higher labor and benefits costs and higher non-income tax expenses mainly from India GST (see General and Administrative Expenses below for further discussion), $20.1 million higher selling expenses driven by higher net sales, and $7.0 million higher income taxes; partially offset by $48.3 million higher gross profit driven by higher net sales, and $16.2 million lower interest expense, net, partially as a result of our April 2026 debt refinancing. The decrease in net income attributable to Herbalife for the six months ended June 30, 2026 was mainly due to $94.6 million of loss on extinguishment of debt related to our April 2026 debt refinancing, $58.8 million higher general and administrative expenses driven by higher labor and benefits costs, and higher non-income tax expenses mainly from India GST (see General and Administrative Expenses below for further discussion), and $48.5 million higher selling expenses driven by higher net sales; partially offset by $117.9 million higher gross profit driven by higher net sales, and $21.4 million lower interest expense, net, partially as a result of our April 2026 debt refinancing.
Previous wording
Net income attributable to Herbalife for the three months ended March 31, 2025 included $5.1 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, a $3.3 million pre-tax unfavorable impact ($2.4 million post-tax) of Restructuring Program expenses, primarily relating to employee retention and separation costs, and a $2.4 million pre-tax unfavorable impact ($2.0 million post-tax) of expenses relating to our new Digital Technology Program focused on enhancing and rebuilding our Member facing technology platform and web-based Member tools.
Current wording
Net income attributable to Herbalife for the three months ended June 30, 2025 included $7.8 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, a $3.6 million pre-tax unfavorable impact ($2.6 million post-tax) of Technology Realignment Program expenses, primarily relating to employee retention and separation costs, a $0.7 million pre-tax unfavorable impact ($0.5 million post-tax) of Restructuring Program expenses, primarily relating to employee retention and separation costs, and a $0.4 million pre-tax unfavorable impact ($0.3 million post-tax) of expenses relating to our new Digital Technology Program focused on enhancing and rebuilding our Member facing technology platform and web-based Member tools.
Previous wording
The Primary Reporting Segment reported net sales of $1,260.2 million for the three months ended March 31, 2026, representing an increase of $103.3 million, or 8.9%, as compared to the same period in 2025. In local currency, net sales increased 6.7% for the three months ended March 31, 2026, as compared to the same period in 2025. The 8.9% increase in net sales for the three months ended March 31, 2026 was primarily due to a 4.9% increase in sales volume, a 3.4% favorable impact of price increases, and a 2.2% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 1.8% unfavorable impact of sales mix.
Current wording
The Primary Reporting Segment reported net sales of $1,266.4 million and $2,526.6 million for the three and six months ended June 30, 2026, respectively, representing an increase of $87.3 million, or 7.4%, and $190.6 million, or 8.2%, respectively, as compared to the same periods in 2025. In local currency, net sales increased 8.2% and 7.4% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 7.4% increase in net sales for the three months ended June 30, 2026 was primarily due to a 7.3% increase in sales volume and a 3.2% favorable impact of price increases, partially offset by a 2.3% unfavorable impact of sales mix and a 0.8% unfavorable impact of fluctuations in foreign currency exchange rates. The 8.2% increase in net sales for the six months ended June 30, 2026 was primarily due to a 6.1% increase in sales volume, a 3.3% favorable impact of price increases, and a 0.8% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 2.0% unfavorable impact of sales mix.
Previous wording
For a discussion of China’s net sales for the three months ended March 31, 2026 as compared to the same period in 2025, see the China section of Sales by Geographic Region below.
Current wording
For a discussion of China’s net sales for the three and six months ended June 30, 2026 as compared to the same periods in 2025, see the China section of Sales by Geographic Region below.
Previous wording
The Primary Reporting Segment reported contribution margin of $543.9 million, or 43.2% of net sales, for the three months ended March 31, 2026, representing an increase of $44.1 million, or 8.8%, as compared to the same period in 2025. The 8.8% increase in contribution margin for the three months ended March 31, 2026 was primarily the result of a 5.5% favorable impact of price increases, a 4.9% favorable impact of sales volume increases and a 1.3% favorable impact of lower inventory write downs, partially offset by a 3.7% unfavorable impact of sales mix and a 1.0% unfavorable impact of cost changes related to self-manufacturing and sourcing.
Current wording
The Primary Reporting Segment reported contribution margin of $543.3 million, or 42.9% of net sales, and $1,087.2 million, or 43.0% of net sales for the three and six months ended June 30, 2026, respectively, representing an increase of $35.6 million, or 7.0%, and $79.7 million, or 7.9%, respectively, as compared to the same periods in 2025. The 7.0% increase in contribution margin for the three months ended June 30, 2026 was primarily the result of a 7.3% favorable impact of sales volume increases and a 5.2% favorable impact of price increases, partially offset by a 3.5% unfavorable impact of sales mix and a 1.1% unfavorable impact of foreign currency fluctuations. The 7.9% increase in contribution margin for the six months ended June 30, 2026 was primarily the result of a 6.1% favorable impact of sales volume increases and a 5.3% favorable impact of price increases, partially offset by a 3.0% unfavorable impact of sales mix.
Previous wording
China reported contribution margin of $20.4 million for the three months ended March 31, 2026, representing a decrease of $2.9 million, or 12.4%, for the three months ended March 31, 2026, as compared to the same period in 2025. The 12.4% decrease in contribution margin for the three months ended March 31, 2026 was primarily the result of a 17.6% unfavorable impact of sales volume decreases, a 5.9% unfavorable impact of cost changes related to self-manufacturing and sourcing and a 4.1% unfavorable impact of higher inventory write downs, partially offset by a 10.1% favorable impact of foreign currency fluctuations and a 5.0% favorable impact of sales mix driven by the customer loyalty program in China.
Current wording
China reported contribution margin of $21.2 million and $41.6 million for the three and six months ended June 30, 2026, respectively, representing a decrease of $7.4 million, or 25.9%, and of $10.3 million, or 19.8%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 25.9% decrease in contribution margin for the three months ended June 30, 2026 was primarily the result of a 28.7% unfavorable impact of sales volume decreases, and a 2.3% unfavorable impact of cost changes related to self-manufacturing and sourcing, partially offset by a 7.7% favorable impact of foreign currency fluctuations. The 19.8% decrease in contribution margin for the six months ended June 30, 2026 was primarily the result of a 23.7% unfavorable impact of sales volume decreases, and a 1.7% unfavorable impact of cost changes related to self-manufacturing and sourcing, partially offset by an 8.0% favorable impact of foreign currency fluctuations.
Previous wording
The factors described above help Members increase their business, which in turn helps drive sales volume growth in our business, and thus, net sales growth. The discussion below of net sales details some of the specific drivers of changes in our business and causes of sales fluctuations during the three months ended March 31, 2026, as compared to the same period in 2025, as well as the unique growth or contraction factors specific to certain geographic regions or significant markets within a region during these periods. Net sales fluctuations, both Company-wide and within a particular geographic region or market, are primarily the result of changes in sales volume, changes in prices, or changes in foreign currency translation rates. The discussion of changes in net sales quantifies the impact of those drivers that are quantifiable such as changes in foreign currency translation rates, and cites the estimated impact of any significant price changes. The remaining drivers, which management believes are the primary drivers of changes in volume, are typically qualitative factors whose impact cannot be quantified.
Current wording
The factors described above help Members increase their business, which in turn helps drive sales volume growth in our business, and thus, net sales growth. The discussion below of net sales details some of the specific drivers of changes in our business and causes of sales fluctuations during the three and six months ended June 30, 2026, as compared to the same periods in 2025, as well as the unique growth or contraction factors specific to certain geographic regions or significant markets within a region during these periods. Net sales fluctuations, both Company-wide and within a particular geographic region or market, are primarily the result of changes in sales volume, changes in prices, or changes in foreign currency translation rates. The discussion of changes in net sales quantifies the impact of those drivers that are quantifiable such as changes in foreign currency translation rates, and cites the estimated impact of any significant price changes. The remaining drivers, which management believes are the primary drivers of changes in volume, are typically qualitative factors whose impact cannot be quantified.
Previous wording
Net sales in the U.S. were $241.3 million for the three months ended March 31, 2026. Net sales decreased $6.4 million, or 2.6%, for the three months ended March 31, 2026 as compared to the same period in 2025.
Current wording
Net sales in the U.S. were $266.3 million and $507.6 million for the three and six months ended June 30, 2026, respectively. Net sales increased $1.0 million, or 0.4%, and decreased $5.4 million, or 1.1%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025.
Previous wording
We are supporting Members with new product launches, a training and recognition program, targeted communications and sales incentives, as well as modernizing our technological tools including digital start-up kits and E-commerce tools, in order to enhance our Members’ ability to market and sell our products and promote business opportunities. During the first quarter of 2026, our preferred members in the North America region began transitioning to our new E-commerce platform and we implemented updates to our preferred member loyalty program. The majority of the region implemented 3.0% price increases during January 2026. The majority of the region implemented 2.3% price increases during January 2025.
Current wording
We are supporting Members and Members’ Nutrition Clubs, which are an important DMO in the market, with new product launches, a training and recognition program, targeted communications and sales incentives, as well as modernizing our technological tools including E-commerce tools, in order to enhance our Members’ ability to market and sell our products and promote business opportunities. During the first quarter of 2026, our preferred members in the North America region began transitioning to our new E-commerce platform and we implemented updates to our preferred member loyalty program. In July 2026, we launched Bioniq, our next generation of personalized products, as well as new products within our Life I/O portfolio in North America, which includes a protein-based product and a ketone-based energy product. These launches are part of our ongoing efforts to provide innovative product offerings and support Member engagement. We will continue to monitor market adoption and the impact of these initiatives on future operating results. The majority of the region implemented 3.0% price increases during January 2026. The majority of the region implemented 2.3% price increases during January 2025.
Previous wording
The Latin America region reported net sales of $242.0 million for the three months ended March 31, 2026. Net sales increased $35.3 million, or 17.1%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales increased 6.8% for the three months ended March 31, 2026 as compared to the same period in 2025. The 17.1% increase in net sales for the three months ended March 31, 2026 was primarily due to a 10.3% favorable impact of fluctuations in foreign currency exchange rates, a 7.0% favorable impact of price increases, and a 1.7% favorable impact of sales mix, partially offset by a 1.9% decrease in sales volume. Latin America’s sales volume decreased for the three months ended March 31, 2026 as compared to the same period in 2025, after having an increase for the three months ended March 31, 2025.
Current wording
The Latin America region reported net sales of $245.0 million and $487.0 million for the three and six months ended June 30, 2026, respectively. Net sales increased $34.8 million, or 16.6%, and $70.1 million, or 16.8%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 8.2% and 7.5% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 16.6% increase in net sales for the three months ended June 30, 2026 was primarily due to a 8.4% favorable impact of fluctuations in foreign currency exchange rates, a 4.9% favorable impact of price increases, a 1.9% increase in sales volume, and a 1.4% favorable impact of sales mix. The 16.8% increase in net sales for the six months ended June 30, 2026 was primarily due to a 9.3% favorable impact of fluctuations in foreign currency exchange rates, a 6.1% favorable impact of price increases, and a 1.5% favorable impact of sales mix, partially offset by a 0.1% decrease in sales volume. Latin America’s sales volume increased for the second quarter of 2026 as compared to the same period in 2025, and the increase was less than the prior year period increase, and sales volume slightly decreased for the first half of 2026, after having an increase for the same period in 2025.
Previous wording
Net sales in Mexico were $154.1 million for the three months ended March 31, 2026. Net sales increased $27.6 million, or 21.8%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales increased 4.8% for the three months ended March 31, 2026 as compared to the same period in 2025. The fluctuation of foreign currency exchange rates had a favorable impact of $21.5 million on net sales for the three months ended March 31, 2026. Mexico’s sales volume decreased 1.1% for the three months ended March 31, 2026 as compared to the same period in 2025. We believe recent localized initiatives, new product launches, and other promotional efforts have provided additional support for members and Members’ Nutrition Club operations, which continue to be an important DMO in the market. While we believe macroeconomic conditions, such as prolonged high interest rates are stabilizing, these continue to create challenges for certain of our Members’ and Members’ Nutrition Club operations. The market saw a 3.7% price increase during February 2026 and smaller price increases on certain products during January 2026. The market saw a 4.2% price increase during February 2025.
Current wording
Net sales in Mexico were $161.0 million and $315.1 million for the three and six months ended June 30, 2026, respectively. Net sales increased $23.8 million, or 17.3%, and $51.4 million, or 19.5%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 4.7% and 4.7% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The fluctuation of foreign currency exchange rates had a favorable impact of $17.5 million and $39.0 million on net sales for the three and six months ended June 30, 2026, respectively. Mexico’s sales volume was flat for the three and six months ended June 30, 2026, as compared to the same periods in 2025. We believe recent localized initiatives, new product launches, and other promotional efforts have provided additional support for Members and Members’ Nutrition Club operations, which continue to be an important DMO in the market. The market saw a 3.7% price increase during February 2026 and smaller price increases on certain products during January 2026. The market saw a 4.2% price increase during February 2025.
Previous wording
Across several other markets, net sales increased and were greatest for Peru for the three months ended March 31, 2026, compared to the same period in 2025. The majority of markets in the region instituted price increases to address market-specific conditions during the first quarter of 2026 and 2025. We believe local promotional efforts and new product launches may have been a contributing factor for the increases in sales volume for certain markets in the region during the three months ended March 31, 2026 and 2025.
Current wording
Across several other markets, net sales increased and were greatest for Peru and Colombia for the three and six months ended June 30, 2026, compared to the same periods in 2025. The majority of markets in the region instituted price increases to address market-specific conditions during the first half of 2026 and 2025. We believe local promotional efforts and new product launches may have been a contributing factor for the increases in sales volume for certain markets in the region during the six months ended June 30, 2026.
Previous wording
The EMEA region reported net sales of $274.8 million for the three months ended March 31, 2026. Net sales increased $1.5 million, or 0.5%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales decreased 6.5% for the three months ended March 31, 2026 as compared to the same period in 2025. The 0.5% increase in net sales for the three months ended March 31, 2026 was primarily due to a 7.0% favorable impact of fluctuations in foreign currency exchange rates and a 4.9% favorable impact of price increases, partially offset by a 10.9% decrease in sales volume. EMEA region’s sales volume decreased for the three months ended March 31, 2026 as compared to the same period in 2025, and the decrease was more than the prior year period decrease. The EMEA region has no single market that accounts for a significant portion of our consolidated net sales.
Current wording
The EMEA region reported net sales of $277.8 million and $552.6 million for the three and six months ended June 30, 2026, respectively. Net sales decreased $10.1 million, or 3.5%, and $8.6 million, or 1.5%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales decreased 5.6% and 6.0% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 3.5% decrease in net sales for the three months ended June 30, 2026 was primarily due to a 12.1% decrease in sales volume, partially offset by a 5.3% favorable impact of price increases, a 2.1% favorable impact of fluctuations in foreign currency exchange rates, and a 1.2% favorable impact of sales mix. The 1.5% decrease in net sales for the six months ended June 30, 2026 was primarily due to a 11.5% decrease in sales volume, partially offset by a 5.1% favorable impact of price increases and a 4.5% favorable impact of fluctuations in foreign currency exchange rates. EMEA region’s sales volume decreased for the three and six months ended June 30, 2026 as compared to the same periods in 2025, and the decreases were more than the prior year period decreases. The EMEA region has no single market that accounts for a significant portion of our consolidated net sales.
Previous wording
Certain markets in the region continue to experience adverse economic conditions, such as inflation, weakened consumer confidence, and foreign exchange rate fluctuations, as well as political uncertainty and also experienced declines in net sales for the three months ended March 31, 2026, as compared to the same period in 2025. The net sales increase for the three months ended March 31, 2026 as compared to the same period in 2025, was primarily driven by increases in net sales in Kazakhstan, partially offset by declines occurring in Germany, Belgium, and Spain. Our Russia entity had no sales during the three months ended March 31, 2026 due to the suspension of product shipments to our Russia entity where its inventory had been fully depleted as of September 30, 2023; therefore our Russia entity will not have any product sales in future periods while its inventory remains fully depleted. As a result, Russian Members are purchasing products from Kazakhstan, among other neighboring markets.
Current wording
Certain markets in the region continue to experience adverse economic conditions, such as inflation, weakened consumer confidence, and foreign exchange rate fluctuations, as well as political uncertainty and also experienced declines in net sales for the current quarter and first half of 2026, as compared to the same periods in 2025. The net sales decrease for the three months ended June 30, 2026 as compared to the same period in 2025, was primarily driven by decreases in net sales in Italy and Germany and the net sales decrease for the six months ended June 30, 2026 as compared to the same period in 2025, was primarily driven by decreases in net sales in Germany and Spain. These decreases in net sales for the three and six months ended June 30, 2026, as compared to the same periods in 2025, were partially offset by increased purchases by Russian Members through Kazakhstan, resulting in increases in net sales for Kazakhstan.
Previous wording
Focus areas for Herbalife and our Members in the region include promotions and events, launching new products, enhancing both online and in person training programs and meetings to help distributors improve their business, supporting Nutrition clubs and other DMOs, and other promotional activities in order to grow our sales in the region. The majority of the markets in the region instituted price increases to address market-specific conditions during the three months ended March 31, 2026 and 2025.
Current wording
Focus areas for Herbalife and our Members in the region include promotions and events, simplification of the marketing plan, launching new products, enhancing both online and in person training programs and meetings to help distributors improve their business, supporting Members' Nutrition clubs and other DMOs, and other promotional activities in order to grow our sales in the region. During the second quarter of 2026, we launched Bioniq, our next generation of personalized products in certain markets within the region, including a subscription-based offering. The launch did not have a direct material impact to our net sales during the period. The majority of the markets in the region instituted price increases to address market-specific conditions during the six months ended June 30, 2026 and 2025.
Previous wording
The Asia Pacific region, which excludes China, reported net sales of $495.8 million for the three months ended March 31, 2026. Net sales increased $73.3 million, or 17.3%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales increased 20.8% for the three months ended March 31, 2026 as compared to the same period in 2025. The 17.3% increase in net sales for the three months ended March 31, 2026 was primarily due to a 22.1% increase in sales volume and a 1.2% favorable impact of price increases, partially offset by a 3.5% unfavorable impact of fluctuations in foreign currency exchange rates and a 2.5% unfavorable impact of sales mix. The Asia Pacific region saw a sales volume increase for the three months ended March 31, 2026, compared to the same period in 2025, after having a decrease for the three months ended March 31, 2025.
Current wording
The Asia Pacific region, which excludes China, reported net sales of $470.6 million and $966.4 million for the three and six months ended June 30, 2026, respectively. Net sales increased $62.0 million, or 15.2%, and $135.3 million, or 16.3%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 23.1% and 21.9% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 15.2% increase in net sales for the three months ended June 30, 2026 was primarily due to a 26.2% increase in sales volume and a 0.9% favorable impact of price increases, partially offset by a 7.9% unfavorable impact of fluctuations in foreign currency exchange rates and a 4.0% unfavorable impact of sales mix. The 16.3% increase in net sales for the six months ended June 30, 2026 was primarily due to a 24.1% increase in sales volume and a 1.1% favorable impact of price increases, partially offset by a 5.6% unfavorable impact of fluctuations in foreign currency exchange rates and a 3.3% unfavorable impact of sales mix. The Asia Pacific region saw sales volume increases for the three and six months ended June 30, 2026, compared to the same periods in 2025, after having decreases for the same periods in 2025.
Previous wording
Net sales in India were $275.4 million for the three months ended March 31, 2026. Net sales increased $66.1 million, or 31.6%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales increased 39.0% for the three months ended March 31, 2026 as compared to the same period in 2025. The fluctuation of foreign currency exchange rates had an unfavorable impact of $15.5 million on net sales for the three months ended March 31, 2026. The sales volume in India increased 36.9% for the three months ended March 31, 2026, as compared to the same period in 2025. Our growth rate in the India market for the three months ended March 31, 2026 was more than the growth rate experienced during the same period in 2025. To stimulate consumer spending, the India government announced a reduction in Goods and Services Tax (“GST”) rates across multiple sectors, effective on September 22, 2025, which resulted in a tax rate reduction from 18% to 5% for the majority of our products being sold to our Members. We believe the continued impact of this GST rate reduction may have contributed to higher net sales and growth in the India market during the three months ended March 31, 2026 as compared to the same period in 2025. We continue to promote our brand, such as through sports sponsorships and in-person events. The India market had no price increase during the three months ended March 31, 2026 and twelve months ended December 31, 2025.
Current wording
Net sales in India were $270.6 million and $546.0 million for the three and six months ended June 30, 2026, respectively. Net sales increased $67.0 million, or 32.9%, and $133.1 million, or 32.2% for the three and six months ended June 30, 2026 as compared to the same periods in 2025. In local currency, net sales increased 47.0% and 42.9% for the three and six months ended June 30, 2026 as compared to the same periods in 2025, respectively. The fluctuation of foreign currency exchange rates had an unfavorable impact of $28.6 million and $44.1 million on net sales for the three and six months ended June 30, 2026, respectively. The sales volume in India increased 45.1% and 40.9% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. India’s sales volume increased for the second quarter of 2026, after having a decrease for the same period in 2025 and the sales volume increase in the India market for the first half of 2026 was more than the sales volume increase experienced during the same period in 2025. To stimulate consumer spending, the India government announced a reduction in Goods and Services Tax (“GST”) rates across multiple sectors, effective on September 22, 2025, which resulted in a tax rate reduction from 18% to 5% for the majority of our products being sold to our Members. We believe the continued impact of this GST rate reduction may have contributed to higher net sales and growth in the India market during the three and six months ended June 30, 2026 as compared to the same periods in 2025. We continue to promote our brand, such as through launching new products, sports sponsorships, and in-person events. The India market had no price increase during the six months ended June 30, 2026 and twelve months ended December 31, 2025.
Previous wording
Net sales in Vietnam were $77.5 million for the three months ended March 31, 2026. Net sales increased $2.1 million, or 2.8%, for the three months ended March 31, 2026 as compared to the same period in 2025. In local currency, net sales increased 5.7% for the three months ended March 31, 2026, as compared to the same period in 2025. The fluctuation of foreign currency exchange rates had an unfavorable impact of $2.3 million on net sales for the three months ended March 31, 2026. The sales volume in Vietnam increased 3.3% for the three months ended March 31, 2026 as compared to the same period in 2025. Focus areas for the Vietnam market include sports sponsorships, promotional initiatives, and sales events. Members’ Nutrition Club operations continue to be an important DMO in the market which management continues to support and monitor. The market implemented a 2.5% price increase in both March 2026 and March 2025.
Current wording
Net sales in Vietnam were $64.6 million and $142.1 million for the three and six months ended June 30, 2026, respectively. Net sales increased $4.4 million, or 7.3%, and $6.5 million, or 4.8%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales increased 8.9% and 7.1% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The fluctuation of foreign currency exchange rates had an unfavorable impact of $1.0 million and $3.2 million on net sales for the three and six months ended June 30, 2026, respectively. The sales volume in Vietnam increased 6.1% and 4.5% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. Further changes to Vietnam's direct-selling regulations became effective on July 1, 2026. While certain provisions required immediate compliance, most provisions do not require compliance and implementation until July 1, 2027. We continue to assess the implementation and interpretation of these regulations and monitor their potential impact on our business in Vietnam. Focus areas for the Vietnam market include sports sponsorships, promotional initiatives, and sales events. Members’ Nutrition Club operations continue to be an important DMO in the market which management continues to support. The market implemented a 2.5% price increase in both March 2026 and March 2025.
Previous wording
Across several other markets, net sales increased for the three months ended March 31, 2026 as compared to the same period in 2025, with the greatest increases in Malaysia, Taiwan, and South Korea. In addition, Members’ Nutrition Club operations continue to recover from macroeconomic conditions including inflationary pressure and high interest rates in certain markets that have also challenged some areas of customer demand. Our efforts in the region include programs and promotional initiatives to incentivize sales, and launching new products. Some markets in the region instituted price increases to address market-specific conditions during the three months ended March 31, 2026 and 2025.
Current wording
Across several other markets, net sales decreased for the three months ended June 30, 2026 as compared to the same period in 2025, with the greatest decreases in South Korea and Hong Kong, and net sales also decreased for the six months ended June 30, 2026 as compared to the same period in 2025, with the greatest decreases in South Korea and Hong Kong, partially offset by increases in Malaysia and Taiwan. In addition, macroeconomic conditions across the region improved as inflationary pressures in certain markets generally moderated. Our efforts in the region include programs and promotional initiatives to incentivize sales, and launching new products. Most markets in the region instituted price increases to address market-specific conditions during the six months ended June 30, 2026 and 2025.
Previous wording
The China region reported net sales of $57.0 million for the three months ended March 31, 2026. Net sales decreased $7.8 million, or 12.0%, for the three months ended March 31, 2026, as compared to the same period in 2025. In local currency, net sales decreased 16.2% for the three months ended March 31, 2026 as compared to the same period in 2025. The 12.0% decrease in net sales for the three months ended March 31, 2026 was primarily due to a 17.6% decrease in sales volume, partially offset by a 4.2% favorable impact of fluctuations in foreign currency exchange rates and a 1.4% favorable impact of sales mix. China’s sales volume decreased for the three months ended March 31, 2026 as compared to the same period in 2025, and the decrease was more than the prior year period decrease. The China region had no price increase during the three months ended March 31, 2026 and 2025.
Current wording
The China region reported net sales of $60.4 million and $117.4 million for the three and six months ended June 30, 2026, respectively. Net sales decreased $19.6 million, or 24.5%, and $27.4 million, or 18.9%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. In local currency, net sales decreased 29.0% and 23.3% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The 24.5% decrease in net sales for the three months ended June 30, 2026 was primarily due to a 28.7% decrease in sales volume, partially offset by a 4.5% favorable impact of fluctuations in foreign currency exchange rates. The 18.9% decrease in net sales for the six months ended June 30, 2026 was primarily due to a 23.7% decrease in sales volume, partially offset by a 4.4% favorable impact of fluctuations in foreign currency exchange rates. China’s sales volume decreased for the three and six months ended June 30, 2026 as compared to the same periods in 2025, and the decreases were more than the prior year period decreases. The China region had no price increase during the six months ended June 30, 2026 and 2025.
Previous wording
In China we continue to enhance our digital capabilities and offerings, such as improving the integration of our technological and enhanced tools to make it easier for our Members to do business, encouraging a customer-based approach through customer loyalty programs which we continue to enhance to engage customers, and supporting Nutrition Clubs. We have expanded our product line for the China market and continue to conduct sales promotions in the region.
Current wording
In China we continue to enhance our digital capabilities and offerings, such as improving the integration of our technological and enhanced tools to make it easier for our Members to do business, encouraging a customer-based approach, and supporting Nutrition Clubs. We have expanded our product line for the China market and continue to conduct sales promotions in the region.
Previous wording
Gross profit was $1,026.1 million and $956.5 million for the three months ended March 31, 2026 and 2025, respectively. Gross profit as a percentage of net sales was 77.9% and 78.3% for the three months ended March 31, 2026 and 2025, respectively, or an unfavorable net decrease of 39 basis points.
Current wording
Gross profit was $1,030.5 million and $982.2 million for the three months ended June 30, 2026 and 2025, respectively, and $2,056.6 million and $1,938.7 million for the six months ended June 30, 2026 and 2025, respectively. Gross profit as a percentage of net sales was 77.7% and 78.0% for the three months ended June 30, 2026 and 2025, respectively, or an unfavorable net decrease of 34 basis points, and 77.8% and 78.1% for the six months ended June 30, 2026 and 2025, respectively, or an unfavorable net decrease of 36 basis points.
Previous wording
The decrease in gross profit as a percentage of net sales for the three months ended March 31, 2026 as compared to the same period in 2025 included unfavorable cost changes related to self-manufacturing and sourcing of 53 basis points primarily related to increased allocated overhead costs; the unfavorable impact of foreign currency fluctuations of 50 basis points; unfavorable changes in sales mix of 28 basis points; and unfavorable other cost changes of 22 basis points; partially offset by the favorable impact of price increases of 71 basis points; and the favorable impact of lower inventory write-downs of 43 basis points.
Current wording
The decrease in gross profit as a percentage of net sales for the six months ended June 30, 2026 as compared to the same period in 2025 included unfavorable changes in sales mix of 37 basis points; unfavorable cost changes related to self-manufacturing and sourcing of 31 basis points; the unfavorable impact of foreign currency fluctuations of 25 basis points; and unfavorable other cost changes of 21 basis points; partially offset by the favorable impact of price increases of 67 basis points; and the favorable impact of lower inventory write-downs of 11 basis points.
Previous wording
Selling expenses were $461.8 million and $433.4 million for the three months ended March 31, 2026 and 2025, respectively. Selling expenses as a percentage of net sales were 35.0% and 35.4% for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Selling expenses were $466.0 million and $445.9 million for the three months ended June 30, 2026 and 2025, respectively, and $927.8 million and $879.3 million for the six months ended June 30, 2026 and 2025, respectively. Selling expenses as a percentage of net sales were 35.1% and 35.4% for the three months ended June 30, 2026 and 2025, respectively, and 35.1% and 35.4% for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
The decrease in selling expenses as a percentage of net sales for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily due to favorable changes in mix of products and countries. Generally, selling expenses as a percentage of net sales may vary from period to period due to changes in the mix of products and countries.
Current wording
The decrease in selling expenses as a percentage of net sales for both the three and six months ended June 30, 2026 as compared to the same periods in 2025 was primarily due to favorable changes in mix of products and countries. Generally, selling expenses as a percentage of net sales may vary from period to period due to changes in the mix of products and countries.
Previous wording
General and administrative expenses were $431.4 million and $400.3 million for the three months ended March 31, 2026 and 2025, respectively. General and administrative expenses as a percentage of net sales was 32.8% for both the three months ended March 31, 2026 and 2025.
Current wording
General and administrative expenses were $436.2 million and $408.5 million for the three months ended June 30, 2026 and 2025, respectively, and $867.6 million and $808.8 million for the six months ended June 30, 2026 and 2025, respectively. General and administrative expenses as a percentage of net sales was 32.9% and 32.5% for the three months ended June 30, 2026 and 2025, respectively, and 32.8% and 32.6% for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
The $31.1 million increase in general and administrative expenses for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily driven by $17.7 million in higher labor and benefits costs and $8.0 million in higher non-income tax expenses mainly from higher India GST expenses.
Current wording
The $27.7 million increase in general and administrative expenses for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily driven by $12.0 million in higher non-income tax expenses mainly from higher India GST expenses and $9.0 million higher labor and benefits costs.
Previous wording
We did not recognize any government grant income related to our regional headquarters and distribution centers within China during the three months ended March 31, 2025.
Current wording
We did not recognize any government grant income related to our regional headquarters and distribution centers within China during the three months ended June 30, 2026. The $4.8 million of other operating income for the three months ended June 30, 2025 consisted of $4.8 million of government grant income for China.
Previous wording
The $5.5 million of other operating income for three months ended March 31, 2026 consisted of $5.5 million of government grant income for China (See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q).
Current wording
The $5.5 million of other operating income for six months ended June 30, 2026 consisted of $5.5 million of government grant income for China. The $4.8 million of other operating income for the six months ended June 30, 2025 consisted of $4.8 million of government grant income for China.
Previous wording
The decrease in interest expense, net for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily due to a decrease in our overall weighted-average borrowings. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further discussion.
Current wording
The decrease in interest expense, net for the three and six months ended June 30, 2026 as compared to the same periods in 2025 was primarily due to a decrease in our weighted-average interest rate as a result of April 2026 debt refinancing transactions and a decrease in our overall weighted-average borrowings. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further discussion.
Previous wording
We have historically met our short- and long-term working capital and capital expenditure requirements, including funding for expansion of operations, through net cash flows provided by operating activities. Variations in sales of our products directly affect the availability of funds. There are no material contractual restrictions on our ability to transfer and remit funds among our international affiliated companies. However, there are foreign currency restrictions in certain countries which could reduce our ability to timely obtain U.S. dollars. Even with these restrictions and the current inflationary environment, which is improving but has remained elevated in certain markets during the three months ended March 31, 2026, we believe we will have sufficient resources, including cash flow from operating activities and longer-term access to capital markets, to meet debt service obligations in a timely manner and be able to continue to meet our objectives.
Current wording
We have historically met our short- and long-term working capital and capital expenditure requirements, including funding for expansion of operations, through net cash flows provided by operating activities. Variations in sales of our products directly affect the availability of funds. There are no material contractual restrictions on our ability to transfer and remit funds among our international affiliated companies. However, there are foreign currency restrictions in certain countries which could reduce our ability to timely obtain U.S. dollars. Even with these restrictions and the current inflationary environment, which is improving but has remained elevated in certain markets during the six months ended June 30, 2026, we believe we will have sufficient resources, including cash flow from operating activities and longer-term access to capital markets, to meet debt service obligations in a timely manner and be able to continue to meet our objectives.
Previous wording
Historically, our debt has not resulted from the need to fund our normal operations, but instead has resulted primarily from our share repurchase programs. Since inception in 2007, total share repurchases amounted to approximately $6.5 billion. While a significant net sales decline could potentially affect the availability of funds, many of our largest expenses are variable in nature, which we believe protects our funding in all but a dramatic net sales downturn. Our $451.2 million cash and cash equivalents as of March 31, 2026 and our senior secured credit facility, in addition to cash flow from operations, can be used to support general corporate purposes, including any future strategic investment opportunities, share repurchases, and dividends.
Current wording
Historically, our debt has not resulted from the need to fund our normal operations, but instead has resulted primarily from our share repurchase programs. Since inception in 2007, total share repurchases amounted to approximately $6.5 billion. While a significant net sales decline could potentially affect the availability of funds, many of our largest expenses are variable in nature, which we believe protects our funding in all but a dramatic net sales downturn. Our $370.5 million cash and cash equivalents as of June 30, 2026 and our senior secured credit facility, in addition to cash flow from operations, can be used to support general corporate purposes, including any future strategic investment opportunities, share repurchases, and dividends.
Previous wording
For the three months ended March 31, 2026, we generated $113.8 million of operating cash flow as compared to $0.2 million of operating cash flow generated for the same period in 2025. The increase in our operating cash flow was the result of $99.0 million of favorable changes in operating assets and liabilities and $14.6 million of higher net income excluding non-cash and reconciling items disclosed within our condensed consolidated statement of cash flows. The $99.0 million of favorable changes in operating assets and liabilities was primarily the result of favorable changes in other current liabilities and inventories; partially offset by an unfavorable change in accounts payable. The favorable change in other current liabilities is mainly driven by the timing of employee bonus payments which were paid in the second quarter in 2026, while in 2025, the employee bonus payments were made in the first quarter. The $14.6 million of higher net income excluding non-cash and reconciling items was primarily driven by higher gross profit driven by higher net sales, partially offset by higher selling expenses, and general and administrative expenses (See Summary Financial Results above for further discussion).
Current wording
For the six months ended June 30, 2026, we generated $146.7 million of operating cash flow as compared to $96.2 million of operating cash flow generated for the same period in 2025. The increase in our operating cash flow was the result of $35.5 million of higher net income excluding non-cash and reconciling items disclosed within our condensed consolidated statement of cash flows, partially offset by $15.0 million of unfavorable changes in operating assets and liabilities. The $35.5 million of higher net income excluding non-cash and reconciling items was primarily driven by higher gross profit driven by higher net sales, and lower interest expense, net; partially offset by higher selling expenses, and general and administrative expenses (See Summary Financial Results above for further discussion). The $15.0 million of unfavorable changes in operating assets and liabilities included unfavorable changes in accounts payable, and other driven by Oracle Software-as-a-Service (SaaS) implementation costs; partially offset by a favorable change in other current liabilities and inventories. The favorable change in other current liabilities is mainly driven by higher employee bonus payments in 2025, favorable changes in advance sales deposits, and favorable changes in accrued member events and promotions.
Previous wording
Capital expenditures, including accrued capital expenditures, were $11.0 million and $20.0 million for the three months ended March 31, 2026 and 2025, respectively. The majority of these expenditures during the three months ended March 31, 2026 represented investments in management information systems, including initiatives to develop enhanced Member tools. We expect to incur total capital expenditures of approximately $50 million to $80 million for the full year 2026, which includes normal ongoing digital technology costs and enhancing member and retail customer facing technology. We also had capitalized implementation costs for cloud-based software applications (Software-as-a-Service) of $10.0 million and $4.7 million for the three months ended March 31, 2026 and 2025, respectively, which are included in prepaid expenses and other current assets and other assets within our condensed consolidated balance sheet. Amortization expenses are recognized in general and administrative expenses within our condensed consolidated statements of income. We expect to incur capitalizable implementation costs for cloud-based software applications of approximately $35 million to $55 million for the full year 2026.
Current wording
Capital expenditures, including accrued capital expenditures, were $23.6 million and $39.8 million for the six months ended June 30, 2026 and 2025, respectively. The majority of these expenditures during the six months ended June 30, 2026 represented investments in management information systems, including initiatives to develop enhanced Member tools. We expect to incur total capital expenditures of approximately $50 million to $70 million for the full year 2026, which includes normal ongoing digital technology costs and enhancing member and retail customer facing technology. We also had capitalized implementation costs for cloud-based software applications (SaaS) of $18.0 million and $8.9 million for the six months ended June 30, 2026 and 2025, respectively, which are included in prepaid expenses and other current assets and other assets within our condensed consolidated balance sheet. Amortization expenses are recognized in general and administrative expenses within our condensed consolidated statements of income (loss). We expect to incur capitalizable implementation costs for cloud-based software applications of approximately $35 million to $55 million for the full year 2026.
Previous wording
During the first quarter of 2024, we initiated a Restructuring Program to streamline our organizational structure to make it more efficient and effective and to allow our management team to work more closely to the markets, distributors, and customers. The Restructuring Program delivered annual savings of approximately $80 million with approximately $50 million of savings realized in 2024 and approximately $80 million of savings realized in 2025 and thereafter. We have incurred total pre-tax expenses of approximately $76.1 million from inception through the end of the Restructuring Program, which was completed as of December 31, 2025. During the three months ended March 31, 2025, we incurred $3.3 million expenses which were recognized in general and administrative expenses within the condensed consolidated statement of income.
Current wording
During the first quarter of 2024, we initiated a Restructuring Program to streamline our organizational structure to make it more efficient and effective and to allow our management team to work more closely to the markets, distributors, and customers. The Restructuring Program delivered annual savings of approximately $80 million with approximately $50 million of savings realized in 2024 and approximately $80 million of savings realized in 2025 and thereafter. We have incurred total pre-tax expenses of approximately $76.1 million from inception through the end of the Restructuring Program, which was completed as of December 31, 2025. During the three and six months ended June 30, 2025, we incurred $0.7 million and $4.0 million expenses, respectively, which were recognized in general and administrative expenses within the condensed consolidated statement of income (loss).
Previous wording
During April 2025, we initiated a process and organizational redesign project of our global technology infrastructure, or the Technology Realignment Program, to better align with new technologies, enhance operational efficiency, and optimize support of business goals and processes. The Technology Realignment Program is expected to deliver annual savings of approximately $13 million beginning in 2026 with approximately $6 million of savings realized in 2025. We have incurred total pre-tax expenses of approximately $11.5 million through March 31, 2026, of which $2.4 million and zero for the three months ended March 31, 2026 and 2025, respectively, which were recognized in general and administrative expenses within the condensed consolidated statement of income. We expect to incur total pre-tax expenses of approximately $15 million to achieve the projected run-rate savings. Since the Technology Realignment Program is still ongoing and is expected to be completed in 2026, these estimated amounts are preliminary and based on Management’s estimates and actual results could differ from such estimates.
Current wording
During April 2025, we initiated a process and organizational redesign project of our global technology infrastructure, or the Technology Realignment Program, to better align with new technologies, enhance operational efficiency, and optimize support of business goals and processes. The Technology Realignment Program is expected to deliver annual savings of approximately $13 million beginning in 2026 with approximately $6 million of savings realized in 2025. We have incurred total pre-tax expenses of approximately $12.6 million through June 30, 2026, of which $1.1 million and $3.6 million for the three months ended June 30, 2026 and 2025, respectively, and $3.5 million and $3.6 million for the six months ended June 30, 2026 and 2025, respectively, were recognized in general and administrative expenses within the condensed consolidated statement of income (loss). We expect to incur total pre-tax expenses of approximately $15 million to achieve the projected run-rate savings. Since the Technology Realignment Program is still ongoing and is expected to be completed in 2026, these estimated amounts are preliminary and based on Management’s estimates and actual results could differ from such estimates.
Previous wording
Depending on our total leverage ratio, borrowings under the 2024 Revolving Credit Facility bear interest at either the Adjusted Term SOFR plus a margin of between 5.50% and 6.50%, or the base rate plus a margin of between 4.50% and 5.50%. The 2024 Revolving Credit Facility matures upon the earlier of (i) April 12, 2028, or (ii) December 16, 2027 if the outstanding principal on the 2028 Convertible Notes, as defined below, exceeds $100.0 million and we exceed certain leverage ratios as of that date. We pay a commitment fee on the 2024 Revolving Credit Facility of, depending on our total leverage ratio, between 0.35% to 0.45% per annum on the undrawn portion of the 2024 Revolving Credit Facility.
Current wording
Borrowings that utilized SOFR under the 2024 Credit Facility used Adjusted Term SOFR. The applicable interest rates on our borrowings under the 2024 Term Loan B, as amended, bore interest at either, the Adjusted Term SOFR plus a margin of 6.75%, or the base rate plus a margin of 5.75%. Depending on our total leverage ratio, borrowings under the 2024 Revolving Credit Facility bore interest at either the Adjusted Term SOFR plus a margin of between 5.50% and 6.50%, or the base rate plus a margin of between 4.50% and 5.50%. The 2024 Term Loan B required quarterly payments that equaled to 5.0% of the aggregate principal amount of the 2024 Term Loan B per annum, commencing in September 2024. We paid a commitment fee on the 2024 Revolving Credit Facility of, depending on our total leverage ratio, between 0.35% to 0.45% per annum on the undrawn portion of the 2024 Revolving Credit Facility.
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Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Net income attributable to Herbalife for the six months ended June 30, 2025 included $12.9 million favorable deferred income tax impacts relating to the changes in the Company’s corporate entity structure in 2024, a $4.0 million pre-tax unfavorable impact ($2.9 million post-tax) of Restructuring Program expenses, primarily relating to employee retention and separation costs, a $3.6 million pre-tax unfavorable impact ($2.6 million post-tax) of Technology Realignment Program expenses, primarily relating to employee retention and separation costs, and a $2.8 million pre-tax unfavorable impact ($2.3 million post-tax) of expenses relating to our new Digital Technology Program focused on enhancing and rebuilding our Member facing technology platform and web-based Member tools.
Current report — wording carried from elsewhere
The decrease in gross profit as a percentage of net sales for the three months ended June 30, 2026 as compared to the same period in 2025 included unfavorable changes in sales mix of 47 basis points; unfavorable other cost changes of 22 basis points; the unfavorable impact of higher inventory write-downs of 20 basis points; and unfavorable cost changes related to self-manufacturing and sourcing of 9 basis points primarily related to increased allocated overhead costs; partially offset by the favorable impact of price increases of 64 basis points.
Current report — wording carried from elsewhere
The $58.8 million increase in general and administrative expenses for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily driven by $26.7 million in higher labor and benefits costs and $20.0 million in higher non-income tax expenses mainly from higher India GST expenses.
Current report — wording carried from elsewhere
See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further discussion.
Current report — wording carried from elsewhere
On April 12, 2024, concurrently with the issuance of the $800.0 million aggregate principal amount of senior secured notes, or the 2029 Secured Notes, as described further below, we entered into the eighth amendment to our credit facility. The eighth amendment to the credit facility, among other things, refinanced and replaced in full the credit facility with, (i) a Term Loan B Facility, or the 2024 Term Loan B, with an aggregate principal amount of $400.0 million and (ii) a revolving credit facility, or the 2024 Revolving Credit Facility, with an aggregate principal amount of $400.0 million, collectively the 2024 Credit Facility. The 2024 Term Loan B Facility was issued to the lenders at a 7.00% discount, or $28.0 million, and we incurred approximately $10.3 million of debt issuance costs in connection with the 2024 Credit Facility.
Current report — wording carried from elsewhere
In April 2024, we issued $800.0 million aggregate principal amount of senior secured notes due 2029, or the 2029 Secured Notes. The 2029 Secured Notes were guaranteed on a senior secured basis by us and each of our existing and future subsidiaries that was a guarantor of the obligations of any domestic borrower under our 2024 Credit Facility. The 2029 Secured Notes paid interest at a rate of 12.250% per annum payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2024. The 2029 Secured Notes had a maturity date of April 15, 2029. The primary purpose of the issuance of the 2029 Secured Notes was to, along with proceeds from the 2024 Credit Facility, repay in full our existing credit facility and a partial redemption and private repurchase of the 2025 Notes. In April 2026, we fully redeemed the 2029 Secured Notes for an aggregate purchase price of approximately $853 million, which included $49.0 million related to the 6.125% call premium and approximately $4 million of accrued and unpaid interest. As of June 30, 2026, there was no outstanding principal on the 2029 Secured Notes. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our 2029 Secured Notes, and the refinancing thereof.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The 2018 Credit Facility required us to comply with a leverage ratio. The 2018 Credit Facility also contained affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, making loans and investments, incurring additional indebtedness, granting liens, and effecting mergers, asset sales and transactions with affiliates. In addition, the 2018 Credit Facility contained customary events of default.