Herbalife Nutrition

Herbalife Nutrition is a global multi-level marketing corporation that develops, markets, and sells nutrition supplements, weight management, sports nutrition, and personal-care products. The company was founded by Mark Hughes in 1980, and it employs an estimated 8,000 people worldwide. Herbalife reported net sales of US$4.488 billion in 2016, flat with 2015, and net income of $260 million, down 23% from the year prior. The business is incorporated in the Cayman Islands, with its corporate headquarters located Los Angeles, California. The company operates in 94 countries through a network of approximately 3.2 million independent distributors.

The company has been criticized by, among others, hedge fund manager Bill Ackman of Pershing Square Capital, who claimed that Herbalife operates a "sophisticated pyramid scheme" after taking a $1 billion short position in Herbalife stock. Herbalife agreed to "fundamentally restructure" its business and pay a $200 million fine as part of a 2016 settlement with the U.S. Federal Trade Commission (FTC) following accusations of it being a pyramid scheme. As part of the settlement, the FTC dropped its claim that Herbalife was a pyramid scheme. The FTC said in a press release about the settlement "it's virtually impossible to make money selling Herbalife products." In November 2017, Ackman's hedge fund closed out its short position in Herbalife.

History
In February 1980, Mark Hughes began selling the original Herbalife weight management product from the trunk of his car. Hughes often stated that the genesis of his product and program stemmed from the weight loss concerns of his mother Joanne, whose premature death he attributed to an eating disorder and an unhealthy approach to weight loss. According to one Herbalife website, the company's goal was to change the nutritional habits of the world. His first product was a protein shake designed to help people manage their weight. He structured his company using a direct-selling, multilevel marketing model. In 1982, Herbalife received complaints from the Food and Drug Administration for claims made about certain products and the inclusion of mandrake, poke root, and 'food grade' linseed oil in another. As a result of the complaints, the company modified its product claims and reformulated the product.

The Department of Justice of Canada filed criminal charges against the company in November 1984 for misleading medical claims in advertisements.

By 1985, the company was considered the fastest-growing private company in America by Inc. after its sales increased from $386 thousand to $423 million over the previous five years. That same year, the California Attorney General sued the company for making inflated claims about the efficacy of its products. The company suffered as a result of the lawsuit and was forced to lay off nearly 800 employees by May 1985. The company settled the suit for $850,000 without admitting wrongdoing, but discontinued the sale of two products. In 1986, Herbalife became a publicly traded company on the NASDAQ, and rebranded itself as Herbalife International. However, as a result negative publicity from the FDA lawsuit, the company posted a $3 million loss that year.

By 1988, the company had expanded its reach to Japan, Spain, New Zealand, Israel and Mexico and increased its worldwide sales to $191 million in 1991. In 1993, the company underwent a secondary offering of five million shares. The company launched a line of personal care products in 1995 which included fragrances and facial cleansing products. In 1996, the company had expanded its reach to 32 countries, with international sales accounting for more than half of total sales. The company was sued in civil court by two former distributors in 1997 for withholding earned income.

In 1999, Hughes attempted to take the company private after asserting that Wall Street was undervaluing the company. While the board approved the buyout offer, shareholders of the company filed a suit against the firm because they believed the share price they were offered was unfair. Hughes eventually abandoned his attempt to buy the company and settled the suit with shareholders. On May 20, 2000, Mark Hughes died at age 44. The Los Angeles County Coroner autopsy results ruled that the entrepreneur had died of an accidental overdose of alcohol and doxepin, an anti-depressant. Following his death, the company was led by Christopher Pair until October 2001.

In 2002, the company was acquired for US$685 million by J.H. Whitney & Company and Golden Gate Capital, which took the company private again. Concurrently, plant sources of ephedrine were removed from Herbalife products in 2002 after several U.S. states banned supplements containing such herbs. In April 2003, Michael O. Johnson joined Herbalife as CEO following a 17-year career with The Walt Disney Company. On December 16, 2004, the company had an initial public offering on the NYSE of 14,500,000 common shares at $14 per share, netting the owners $1.3 billion. In the mid 2000s, Herbalife upgraded its manufacturing facilities, moving manufacturing to around 60% in-house, and changed how the company sold its products to distributors.

On April 9, 2013, the company's long-time auditor, KPMG, resigned after the KPMG executive who oversaw Herbalife audits admitted to providing insider information to a golfing friend about several companies, including Herbalife and Skechers. The company hired PricewaterhouseCoopers as its auditor on May 21, 2013.

In March 2014, Herbalife came under investigation by the U.S. Federal Trade Commission and the state of Illinois. On May 7, 2014, the company announced that it entered into a deal with Bank of America Merrill Lynch to repurchase $266 million of its stock.

In July 2016, Herbalife agreed to change its business model and pay $200 million to its distributors in a settlement with the FTC. The company announced in November 2016 that Chief Operating Officer Richard Goudis would take over the position of CEO in June 2017 and Johnson would transition to executive chairman. In August 2017, the company announced that it would repurchase up to $600 million of its stock. On April 25, 2018, Herbalife announced that it had changed its name from Herbalife Ltd. to Herbalife Nutrition Ltd. The company also announced that its shareholders had approved a two-for-one stock split.

Products
Herbalife's "nutrition" products include weight-loss and protein shakes. The company's products also include protein bars, teas, aloes, vitamins, and sports hydration, energy and personal care products. The company's original product is the Formula 1 protein shake, a soy-based meal-replacement shake. The product debuted in 1980 and as of 2015 was the company's best selling product accounting for nearly 30% of total sales.

Other products include products for heart health, digestive health, skin care, and the 24 sports line. Some products are vegetarian, kosher, allergen free, or halal.

Herbalife's products are produced at the company's five manufacturing facilities in the U.S. and China as well as third-party manufacturing partners. The company's production process is based on a 'seed to feed' strategy which the company initiated in the 2010s and allows it trace where the ingredients in its nutritional products originated. Since 2013, the company has operated a botanical extraction facility in Changsha, Hunan Province. The facility produces botanical extracts, including teas, guarana, chamomile, broccoli, and bilberry, for use in many of the company's products. Before extracts are processed they undergo a botanical identification program and are tested several times throughout the production process. The processed raw materials from the extraction facility are used at all of the company's branded manufacturing facilities as well as its partners. As of 2015, 58 percent of the company's nutrition products were manufactured at Herbalife owned facilities.

In China, the company's manufacturing sites are located in Suzhou, Nanjing. In the U.S., the company has manufacturing facilities in Lake Forest, California and Winston-Salem, North Carolina.

Herbalife's claims of health benefits from its products have met scrutiny from the medical community, consumers, and government agencies.

In 2008, Herbalife was sued after laboratory tests indicated that levels of lead in several Herbalife products were in excess of California state law and could lead to liver problems over an extended period of time. The company commissioned its own lab testing and found that those products did not contain high enough amounts of lead to require special labeling.

Liver disease inquiries
In 2004, Israel's Health Minister began an investigation into Herbalife's products after four persons using Herbalife's products were found to have liver problems.

Herbalife was accused of selling products containing toxic ingredients such as Qua-qua, Kompri, and Kraska. The products were sent to Bio-Medical Research Design LTD (B.R.D), to a private U.S. laboratory, and to Israel's Forensic research laboratory. A study of the cases funded by the Israeli Ministry of Health concluded that a causative relationship is suggested by the evidence, which included the temporal association between exposure to Herbalife products and the development of liver injury, the negative evaluation of other potential causes of liver injury, the normalization of liver function when Herbalife products were discontinued, and the return of liver injury symptoms in three patients who resumed using Herbalife products after recovery. Herbalife withdrew one product, which was only marketed in Israel, but not all of the Israeli patients had consumed this specific Herbalife product. Herbalife's SEC 10-Q filings state that the Israeli Ministry of Health did not establish a causal relationship between the product and liver ailments. The Israeli Ministry of Health advises individuals with compromised liver function to avoid dietary supplements. In 2009, an Israeli woman sued Herbalife International and Herbalife Israel, claiming that her liver damage resulted from the use of Herbalife products.

Scientific studies in 2007 by doctors at the University Hospital of Bern in Switzerland and the Liver Unit of the Hadassah-Hebrew University Medical Center in Israel found an association between consumption of Herbalife products and hepatitis. In response, the Spanish Ministry of Health issued an alert asking for caution in consuming Herbalife products. Herbalife stated they were cooperating fully with Spanish authorities, and after investigation, the agency determined no action was required and removed the alert.

Hospitals in Israel, Spain, Switzerland, Iceland, Argentina, and the United States had reported liver damage in a number of patients, some of whom had used Herbalife products. Some patients recovered after they had stopped taking the products, while in others the disease continued, and two patients died. Several authors considered it "certain" that Herbalife products were the cause of the observed liver disease because of a positive re-challenge, while most of the remaining cases were scored as "probable." Herbalife employees claim there is no definitive proof that Herbalife products cause hepatotoxicity or other liver problems.

In January 2009, the Scientific Committee of the Spanish Agency for Food Safety and Nutrition (AESAN) reached the same conclusion. After reviewing cases implicating Herbalife products in Spain, Switzerland, Israel, Finland, France, Italy, Iceland and Portugal, the 12-member scientific panel issued a report concluding: "The analyses of these cases and information regarding their circumstances have not allowed us to establish a causal relationship" between liver anomalies and Herbalife's dietary supplements. The panel attributed the cases to metabolic changes from overzealous and unsupervised dieting. However, neither a 2005 American Association for the Study of the Liver position paper on the management of acute liver failure nor a 2013 review in the New England Journal of Medicine lists "overzealous dieting" among the recognized causes of acute liver failure.

A July 2013 peer-reviewed study published in the World Journal of Hepatology reexamined known cases of hepatoxicity that had previously been linked to consumption of Herbalife products and concluded that using "the liver specific Council for International Organizations of Medical Sciences scale, causality was probable in 1 case, unlikely and excluded in the other cases. Thus, causality levels were much lower than hitherto proposed." In a separate review published less than a year earlier, the same author described the relationship between Herbalife products and reported hepatoxicity cases as "highly probable".

Business model
Herbalife is a multi-level marketing company. As a result of the 2016 FTC settlement, the company is required to prove that at least 80 percent of its sales are made to individuals outside of its distributor network. Distributors are responsible for providing receipts for sales and proving they have legitimate customers. The settlement also required that distributors are only able to earn two-thirds of their rewards based on retail sales of Herbalife products. The company is also required to show a differentiation between individuals who join as a distributor to buy discounted products and those seeking a business opportunity. Discount buyers are unable to earn rewards or sell products. Herbalife is also required to have its practices monitored by an outside party for seven years to ensure compliance.

Prior to the changes, critics of the company's structure contended that it was operated as a pyramid scheme. Critics also argue that the company does not make enough effort to curb abuses by individual distributors, though Herbalife has consistently denied such allegations. Herbalife is a member of the Direct Selling Association in most countries in which it operates.

In the past, company management considered the number and retention of distributors a key parameter and tracked it closely in financial reports. By January of each year, sales leaders are required to requalify. In February of each year, individuals who did not satisfy the sales leader qualification requirements during the preceding 12 months are removed from that rank. For the latest 12-month requalification period ending January 2011, approximately 48.9 percent of the eligible sales leaders requalified, an improvement from 43 percent in 2009. The company was cited as one of the most profitable companies in Los Angeles County.

In a California class action suit (Minton v. Herbalife International, et al.) filed on February 17, 2005, the plaintiff challenged "the marketing practices of certain Herbalife International independent distributors under various state laws".

In a West Virginia class action suit (Mey v. Herbalife International, Inc., et al.) filed on July 16, 2003, the plaintiffs allege that some of Herbalife International's distributors used pre-recorded telephone messages and autodialers to contact prospective customers in violation of the Telephone Consumer Protection Act. The case was resolved with Herbalife and its distributors paying $7 million into a fund for class members part of the suit.

Pyramid scheme allegations
A 2004 settlement resolved a class action suit on behalf of 8,700 former and current distributors who accused the company and distributors of "essentially running a pyramid scheme." A total of $6 million was to be paid out, with defendants not admitting guilt.

In November 2011, the Commercial Court in Brussels, Belgium ruled that Herbalife was an illegal pyramid scheme. The company filed an appeal on March 8, 2012. On December 3, 2013, a Belgian appeals court found for Herbalife, reversing the lower court's finding.

David Einhorn
On May 1, 2012, a well-known short seller David Einhorn asked pointed questions about the company's business and sales models during the Q1 earnings call, setting off suspicions that Einhorn had a short position. These suspicions were proved correct in January 2013 when at an investor meeting Einhorn revealed that he had profited through a short position against the company. Einhorn said the short had been closed before the end of 2012.

Bill Ackman
On December 20, 2012, Bill Ackman (of Pershing Square Capital) presented a series of arguments outlining why his firm believed that Herbalife operates a "sophisticated pyramid scheme". Ackman has alleged after a year-long investigation that the majority of distributors lose money, that the chance of making the testimonial-implied headline income is approximately one in five thousand, and that the company materially overstates its distributors' retail sales and understates their recruiting rewards, to the point that he concludes it is a pyramid scheme.

Ackman claimed that Herbalife distributors "primarily obtain their monetary benefits from recruitment rather than the sale of goods and services to consumers." His firm estimates that, since 1980, the scheme has led to more than $3.5 billion of total net losses suffered by those at the bottom of the Herbalife chain. He said on CNBC that millions of low income people around the world, hoping to become millionaires, are being duped with this scheme, and if they knew that the probability is less than 1% of making a hundred thousand dollars, what Herbalife calls the "millionaires team", no one would sign up for it.

Herbalife responded to Ackman's 2012 presentation saying:

"[It] was a malicious attack on Herbalife's business model based largely on outdated, distorted and inaccurate information. Herbalife operates with the highest ethical and quality standards, and our management and our board are constantly reviewing our business practices and products. Herbalife also hires independent, outside experts to ensure our operations are in full compliance with laws and regulations. Herbalife is not an illegal pyramid scheme."

Herbalife also countered that Ackman based his accusations on a misunderstanding of the company's distributor base. At an investor conference in January 2013, the company released results of a Nielsen Research International survey showing 73 percent of Herbalife distributors never intended to make money by reselling the product. Instead, they wanted to buy products at a discount for personal use. To make the distinction clearer, the company announced on its June 2013 earnings call that it would begin referring to these discount buyers as "members" rather than "distributors."

According to a number of financial commentators, Ackman bet roughly $1 billion against the company; soon after remarks to the press, the price of the stock decreased such that Ackman would have made $300 million if he had closed his short position then. Ackman stated that he will donate all of his profits from the trade to charity, taking the financial incentive out of the equation. A few months after Ackman's initial comments, billionaire investor Carl Icahn refuted Ackman's comment in a public spat on national TV. Shortly thereafter, Icahn bought shares of Herbalife Intl. As Icahn continued to buy up HLF shares, the stock price continued to show strength. By May 2013, Icahn owned 16.5% of the company. That number had declined to 6.4 by November 2013. Investor George Soros and Post Foods CEO William Stiritz also bought large shares of Herbalife. Ackman acknowledged losing $400–500 million on his short position in November 2013. By November 2014, Soros had sold 2.8 million shares, 60% of his stake, while Perry Capital had purchased 1.6 million shares.

By December 2, 2014 stock prices had fallen nearly 50% to $42.08 from their January 8 high of $83.48. Later that month, Pershing Square Capital released a 2005 Herbalife distributor training session, which described high turnover rates and implied that the company's business model was not sustainable. According to an unnamed source speaking to the New York Post, the video had previously been subpoenaed by federal investigators. In an interview with Bloomberg, Ackman predicted that the company would experience an "implosion" in 2015 or early 2016, citing federal scrutiny and debt.

In March 2015, Federal prosecutors and the FBI revealed that they were investigating whether or not individuals paid by Ackman and otherwise had made false statements about Herbalife's business model to regulators and others in order to lower the company's stock price and influence authorities to conduct an investigation.

In November 2017, Ackman closed out his short position replacing it with a less aggressive put option. In March 2018, The Wall Street Journal reported that Ackman had "largely exited" his bet against the company, while others reported that the bet against Herbalife had cost his company hundreds of millions of dollars and damaged the confidence of investors in his hedge fund.

FTC investigation
Based on information from a Freedom of Information Act (FOIA) request, the New York Post reported on February 4, 2013, that Herbalife was subject to a pending probe from the Federal Trade Commission (FTC). The FTC released 729 pages containing 192 complaints received over a 7-year period in regards to the New York Post's FOIA request. After reviewing the now-public complaints, which the FTC put on its website, Ackman told the New York Post: "I have a lot more confidence in our government's regulators than those who own the stock." The FTC stated that the wording it used in its response to the FOIA request was incorrect; the FTC could not confirm or deny an investigation into Herbalife.

In March 2014, the FTC opened an investigation into Herbalife in response to calls from consumer groups and members in both houses of Congress. Herbalife responded to the probe by saying it "welcomes the inquiry given the tremendous amount of misinformation in the marketplace, and will co-operate fully with the FTC. We are confident that Herbalife is in compliance with all applicable laws and regulations." The investigation process that is required for alleged pyramid schemes takes 12 to 18 months. In cases like the Herbalife investigation, the FTC often seeks to impose changes to a company's practices—known as injunctive relief—in order to stop misconduct that it sees as harming consumers. In May 2016 a spokesperson from the FTC told Bloomberg that "Injunctive relief can be just as significant as the money obtained for consumers and even more influential on a company's future operations", in response to speculation that Herbalife was close to a resolution with the FTC.

In July 2016, Herbalife agreed to change its business model and pay $200 million in a settlement with the FTC. Partial refund checks were mailed to roughly 350,000 Herbalife distributors in January 2017.

The lawsuit alleged that Herbalife deceived consumers into believing they could earn substantial income from the business opportunity or big money from the retail sale of the company's products. In addition, the complaint charged that one of the fundamental principles of Herbalife's business model—incentivizing distributors to buy products and to recruit others to join and buy products so they could advance in the company's marketing program, rather than in response to actual consumer demand—is an unfair practice in violation of the FTC Act.

In popular culture
In April 2016, a documentary directed by Ted Braun premiered at the Tribeca Film Festival titled Betting on Zero. It explored the allegation from Bill Ackman that Herbalife was a pyramid scheme and personal stories of its distributors who lost their life savings. Hilary Rosen, a Democratic lobbyist, criticized Tribeca's credibility after claiming that the film was "bought and paid" by Ackman "to make good on his stock bet". In 2016, a Last Week Tonight with John Oliver segment on multi-level marketing focuses on Herbalife, strongly condemning the company for its structure resembling a pyramid scheme and cited the FTC report which implied the company has been operating illegitimately. Oliver criticises Herbalife for its exploitation of Latino communities, and overstatement of their product's health benefits. One reviewer writes that it appears to be largely based on Betting on Zero, and caused no immediate change in Herbalife's stock prices.

The 2018 book When The Wolves Bite: Two Billionaires, One Company, and an Epic Wall Street Battle by Scott Wapner discusses Ackman's short of the company and his battle with Icahn. In the book, Wapner characterizes Ackman's decision to bet against Herbalife as dangerous.

Sports sponsorship
Herbalife shirt-sponsors France national volleyball team and Major League Soccer club LA Galaxy since 2007 and sponsors Cristiano Ronaldo since 2013. They sponsored FC Barcelona and Lionel Messi between 2010 and 2013. Herbalife has also sponsored the basketball club Herbalife Gran Canaria since 2012.