SecProbe.io

September 23, 2014

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, 2013
Filed February 18, 2014
File No. 001-32381

Dear Mr. Johnson :

We have reviewed your filing an d 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 10 -K for the Year Ended December 31, 2013
Item 1. Business
Regulation, page 17
Products, page 17

1. We note your disclosure on page 20 regarding the publicly available 1986 permanent
injunction with the California Attorney General.  In particular, we note the statements that
the injunction (1) prohibits “certain recruiting -related investments” from Members, (2)
mandates that payments to Members be premised “on retail sales (as defined)” and (3)
provides that the Company may establish a system to verify or document such compliance.
Please advise us of your understanding of the “certain” prohibited recruiting -related
investments, the definition of retail sales for the purposes of the injunction, an d the
voluntary or compulsory nature of the system to verify or document compliance.

Michael Johnson
Herbalife Ltd.
September 23, 2014
Page 2

Item 6.   Selected Financial Data, page 50

2. You disclose the non -GAAP measure “retail sales.”   So that we may further consider your
disclosures, address the following:

 Describe how you calculate (and subsequently modify) suggested retail prices to arrive
at retail sales;

 Describe why you use suggested retail prices as the basis for calculating distributor
allowances, bonuses and royalties, and explain how you  determine the formulas for
distributor allowances, bonuses and royalties;

 Describe the discretion you have in setting  and changing the distributor allowances,
bonuses and royalties;

 Describe why “retail sales” is a relevant and useful performance measur e for investors in
understanding your operating results.  We note in this regard that it is a measure that
does not represent a sales amount you have a contractual right to receive from your
Members, your Members are not obligated to charge your suggested retail prices to their
customers and you have unilateral discretion in establishing and changing those
suggested retail prices; and

 Describe how manage ment uses “retail sales,” as reported in the daily and monthly
reports reviewed by management.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 52

3. You disclose the incr ease in net sales was primarily due to increased Member engagement,
branding activities and improvements in daily consumption DMOs and key metrics such as
Volume Points and Average Active Sales Leaders.  In future filings, please quantify the
material business reasons for the increase in  net sales between periods.  Please also disclose
with quantification the business reasons for changes between periods in each segment’s
operating results, as shown on page 120, including net sales and contribution margin.  Please
provide draft disclosure.   For further guidance, refer to Item 303 of Regulation S -K, SEC
Release No. 33 -8350 and FRR 501.04.

Michael Johnson
Herbalife Ltd.
September 23, 2014
Page 3

 4. Please disclose the primary factors and underlying trends that resulted in the period -on-
period material changes in your key performance indicators.   For example we note that the
rate of increase in Average Active Sales Leaders in your Asia Pacific geographic region fell
from 31.2% in fiscal 2012 to 13.1% in fiscal 2013.   We also note that the rate of increase in
Volume Points in your Asia Pacific region fell from 24.6% to 2.3% over the same periods.
Additionally, we note the risk factor disclosure on page 28 and elsewhere regarding your
dependence on the ability to recruit new Members and retain existing Members.   Please
disclose in future filings, if mat erial, the extent to which management uses a measure of
performance relating to retention of Members.   Please provide draft disclosure.   For
guidance, please refer to Section III.B.1 of SEC Release No. 33 -8350.

Exhibits

5. We note that you have filed yo ur Notice to Distributors regarding Amendment to
Agreements of Distributorship, dated as of July 18, 2002 between Herbalife International,
Inc. and each Herbalife Distributor as Exhibit 10.6 to your Form 10 -K.  Given that your
business model in China is di fferent from your traditional marketing program and the
increasing contribution to your revenues by sales made in China, please advise us whether
you have a separate Agreement of Distributorship or similar agreement or arrangement with
your Chinese sales r epresentatives, sales officers and independent service providers.   If so,
please tell us what consideration was given to filing the agreement.   Refer to Item
601(b)(10) of Regulation S -K.

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 compa ny 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.

Michael Johnson
Herbalife Ltd.
September 23, 2014
Page 4

  In responding to our comments, please provide  a written statement from the co mpany
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 Jamie Kessel at (202) 551 -3727 or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.  Please contact
Adam Turk  at (202) 551 -3657 or James Lopez  at (202) 551 -3536 with any other questions.

Sincerely,

 /s/Tia L. Jenkins

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