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HERBALIFE LTD. Form 10-K Annual Report Filed 2012-02-21

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HERBALIFE LTD. Form 10-K Annual Report Filed 2012-02-21 SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2012-02-21 | Period of Report: 2011-12-31 SEC Accession No. 0001193125-12-070421 (HTML Version on secdatabase.com) FILER HERBALIFE LTD. Mailing Address Business Address P.O. BOX 309GT P.O. BOX 309GT CIK:1180262| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 UGLAND HOUSE, SOUTH UGLAND HOUSE, SOUTH Type: 10-K | Act: 34 | File No.: 001-32381 | Film No.: 12627161 CHURCH STREET CHURCH STREET SIC: 5122 Drugs, proprietaries & druggists' sundries GEORGE TOWN E9 00000 GEORGE TOWN E9 00000 310 410 9600 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LTD. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-0377871 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. Box 309GT (Zip Code) Ugland House, South Church Street Grand Cayman, Cayman Islands (Address of Principal Executive Offices) (213) 745-0500 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Registered Common Shares, par value $0.001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229,405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ There were 116,273,652 common shares outstanding as of February 15, 2012. The aggregate market value of the Registrants common shares held by non-affiliates was approximately $5,688 million as of June 30, 2011, based upon the last reported sales price on the New York Stock Exchange on that date of $57.64. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrants fiscal year ended December 31, 2011, are incorporated by reference in Part III of this Annual Report on Form 10-K. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page PART I Item 1. Business 4 Item 1a. Risk Factors 27 Item 1b. Unresolved Staff Comments 45 Item 2. Properties 45 Item 3. Legal Proceedings 45 Item 4. Mine Safety Disclosure 45 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities 46 Item 6. Selected Financial Data 50 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7a. Quantitative and Qualitative Disclosures About Market Risk 81 Item 8. Financial Statements and Supplementary Data 85 Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure 85 Item 9a. Controls and Procedures 85 Item 9b. Other Information 88 PART III Item 10. Directors, Executive Officers and Corporate Governance 88 Item 11. Executive Compensation 88 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 88 Item 13. Certain Relationships and Related Transactions, and Director Independence 88 Item 14. Principal Accountant Fees and Services 88 PART IV Item 15. Exhibits and Financial Statement Schedules 89 Signatures 136 2 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words may, will, estimate, intend, continue, believe, expect or anticipate and any other similar words. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: any collateral impact resulting from the ongoing worldwide financial crisis, including the availability of liquidity to us, our customers and our suppliers or the willingness of our customers to purchase products in a difficult economic environment; our relationship with, and our ability to influence the actions of, our distributors; improper action by our employees or distributors in violation of applicable law; adverse publicity associated with our products or network marketing organization; changing consumer preferences and demands; our reliance upon, or the loss or departure of any member of, our senior management team which could negatively impact our distributor relations and operating results; the competitive nature of our business; regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products and network marketing program, including the direct selling market in which we operate; legal challenges to our network marketing program; risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with our third party importers, pricing and currency devaluation risks, especially in countries such as Venezuela; uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto; uncertainties relating to interpretation and enforcement of legislation in China governing direct selling; our inability to obtain the necessary licenses to expand our direct selling business in China; adverse changes in the Chinese economy, Chinese legal system or Chinese governmental policies; our dependence on increased penetration of existing markets; contractual limitations on our ability to expand our business; our reliance on our information technology infrastructure and outside
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