SEC Comment Letter for HERBALIFE LTD. (HLF) (CIK 0001180262) (HLF) — May 11, 2015
HERBALIFE LTD. (HLF) (CIK 0001180262)
Date: May 11, 2015 · CIK: 0001180262 · Accession: 0000000000-15-025591
AI Filing Summary & Sentiment
Letter
May 11, 2015 Via E -Mail Michael Johnson Chief Executive Officer Herbalife Ltd. P.O. Box 309GT Ugland House, South Church Street Grand Cayman, Cayman Islands
Re: Herbalife Ltd. Form 10 -K for the Year Ended December 31, 2014 Filed February 26, 2015 Response Dated May 1, 2015 File No. 001 -32381
Dear Mr. Johnson :
We have reviewed your May 1, 2015 response to our comment letter and have the following comment s. In some of our comments , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we note otherwis e, our references to prior comments are to comments in our April 21, 2015 letter .
Form 10 -K for the Year Ended December 31, 2014
Business, page 4
Our Network Marketing Program, page 12
1. We note your response to comment 1 and we reissue, in part, the comment. Please revise your proposed disclosure to clarify the role that Member leadership plays in making changes to the distribution channel. For example, it appears your disclosure should identify the “Member leadership” entitled to vote on changes to your marketing plan and summarize how “material adverse” and other material changes to your marketing plan are initiated. In this regard, it appears that Presidents Team Members are entitled to vote
Michael Johnson Herbalife Ltd. May 11, 2015 Page 2
pursuant to paragraph 8 of the 2002 Notice to Distribut ors regarding the Amendment to the Agreements of Distributorship. Please provide draft disclosure.
Please contact Adam Turk at 202 -551-3657 or James Lopez at 202 -551-3536 with any other questions.
Sincerely,
/s/ James Lopez (for)
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May 11, 2015
Via E -Mail
Michael Johnson
Chief Executive Officer
Herbalife Ltd.
P.O. Box 309GT
Ugland House, South Church Street
Grand Cayman, Cayman Islands
Re: Herbalife Ltd.
Form 10 -K for the Year Ended December 31, 2014
Filed February 26, 2015
Response Dated May 1, 2015
File No. 001 -32381
Dear Mr. Johnson :
We have reviewed your May 1, 2015 response to our comment letter and have the
following comment s. In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Unless we note otherwis e, our references to prior comments are to comments in our April 21,
2015 letter .
Form 10 -K for the Year Ended December 31, 2014
Business, page 4
Our Network Marketing Program, page 12
1. We note your response to comment 1 and we reissue, in part, the comment. Please revise
your proposed disclosure to clarify the role that Member leadership plays in making
changes to the distribution channel. For example, it appears your disclosure should
identify the “Member leadership” entitled to vote on changes to your marketing plan and
summarize how “material adverse” and other material changes to your marketing plan are
initiated. In this regard, it appears that Presidents Team Members are entitled to vote
Michael Johnson
Herbalife Ltd.
May 11, 2015
Page 2
pursuant to paragraph 8 of the 2002 Notice to Distribut ors regarding the Amendment to
the Agreements of Distributorship. Please provide draft disclosure.
Please contact Adam Turk at 202 -551-3657 or James Lopez at 202 -551-3536 with any
other questions.
Sincerely,
/s/ James Lopez (for)
John Reynolds
Assistant Director