April 19, 2012

Via Facsimile

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Mr. Michael O. 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 Fiscal Year Ended December 31, 2011
Filed February 21, 2012
Form 8-K filed February 22, 2012
File No. 001-32381

Dear Mr. Johnson:

We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 8-K filed February 22, 2012

Exhibit 99.1

1. We note that you have presented alternative income statements which exclude
certain items recorded in your GAAP-basis Statements of Income. These full non-
GAAP income statements appear to attach undue prominence to non-GAAP
information and do not appear to be consistent with Regulation G. Please confirm in
future Exchange Act filings you will remove such presentation or tell us why you
believe it is appropriate. For additional guidance refer to Question 102.10 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures.

Mr. Michael O. Johnson
Herbalife Ltd.
April 19, 2012
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


You may contact Raj Rajan, Senior Staff Accountant at 202-551-3388 or Brian Bhandari,
Branch Chief at 202-551-3390 if you have questions regarding comments on the financial
statements and related matters.


/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and