Quarterly report pursuant to Section 13 or 15(d)

Shareholders' Equity

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Shareholders' Equity
 6 Months Ended
Jun. 30, 2013
Equity [Abstract]  
Shareholders' Equity

10. Shareholders’ Equity

Dividends

The declaration of future dividends is subject to the discretion of the Company’s board of directors and will depend upon various factors, including its earnings, financial condition, restrictions imposed by the Credit Facility and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its board of directors. The Credit Facility permits payments of dividends as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded.

On February 19, 2013, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $30.9 million that was paid to shareholders on March 19, 2013. On April 29, 2013, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $30.9 million that was paid to shareholders on May 28, 2013.

The aggregate amount of dividends declared and paid during the three months ended June 30, 2013 and 2012 were $30.9 million and $35.1 million, respectively. The aggregate amount of dividends declared and paid during the six months ended June 30, 2013 and 2012 were $61.8 million and $70.3 million, respectively.

 

Share Repurchases

On July 30, 2012, the Company announced that its board of directors authorized a new $1 billion share repurchase program that will expire on June 30, 2017. This share repurchase program allows the Company to repurchase its common shares, at such times and prices as determined by the Company’s management as market conditions warrant, and to the extent Herbalife Ltd.’s distributable reserves are available under Cayman Islands law. The Credit Facility permits the Company to repurchase its common shares as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded.

During the three months ended March 31, 2013, the Company repurchased approximately 4.0 million of its common shares through open market purchases at an aggregate cost of approximately $162.4 million or an average cost of $40.61 per share. The Company did not repurchase any common shares in the open market during the three months ended June 30, 2013. As of June 30, 2013, the remaining authorized capacity under the Company’s share repurchase program was $787.6 million.

The Company reflects the aggregate purchase price of its common shares repurchased as a reduction to shareholders’ equity. The Company allocated the purchase price of the repurchased shares as a reduction to retained earnings, common shares and additional paid-in-capital.

The number of shares issued upon vesting or exercise for certain restricted stock units and SARs granted pursuant to the Company’s share-based compensation plans is net of the minimum statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes in accumulated other comprehensive income (loss) during the six months ended June 30, 2013:

 

     Changes in Accumulated Other Comprehensive
Income (Loss) by Component
Six Months Ended June 30, 2013		  
     Foreign
Currency
Translation
Adjustments		     Unrealized
Gain (Loss) on
Derivatives		     Total  
     (In millions)  

Beginning Balance

    $ (28.8 )    $ (2.9 )    $ (31.7 ) 
  

 

 

    

 

 

    

 

 

  

Other comprehensive income (loss) before reclassifications, net of tax

      (17.9 )      2.0        (15.9 ) 

Amounts reclassified from accumulated other comprehensive income (loss) to income, net of tax(1)

      —         3.3        3.3   
  

 

 

    

 

 

    

 

 

  

Total other comprehensive income (loss), net of reclassifications

      (17.9 )      5.3        (12.6 ) 
  

 

 

    

 

 

    

 

 

  

Ending balance

    $ (46.7 )    $ 2.4      $ (44.3 ) 
  

 

 

    

 

 

    

 

 

  

 

(1) See Note 9, Derivative Instruments and Hedging Activities, for information regarding the location in the condensed consolidated statements of income of gains (losses) reclassified from accumulated other comprehensive income (loss) into income during the three and six months ended June 30, 2013.

Other comprehensive income (loss) before reclassifications was net of tax benefits of $1.8 million and tax expense of $1.0 million for foreign currency translation adjustments and unrealized gain (loss) on derivatives, respectively, for the six months ended June 30, 2013. Amounts reclassified from accumulated other comprehensive income (loss) to income was net of tax expense of $0.7 million for unrealized gain (loss) on derivatives for the six months ended June 30, 2013.