SecProbe.io

December 2 , 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
Response dated October 6, 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 providing the requested information,
or by advising us when you will provide the requested response.   If you do not believe our
comm ents apply  to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may have
additional comments.

Form 10 -K for the Year Ended December 31, 2013

Network Marketing Program, page 7

General, page 7

1. We note your response to comment 5 from our letter dated September 23, 2014.   Given that
you have no “separate agreement or arrangement” with your Chinese sales representatives,
sales officers, and independe nt services providers please revise future filings to discuss in
more detail the principal terms of the relationship between you and your Chinese sales
representatives, sales officers and independent service providers.   For example, it is unclear
if there is a restriction on your own ability to distribute products in China similar to the
restriction in the global distributor agreement filed as Exhibit 10.6.   Please provide draft
disclosure.

Michael Johnson
Herbalife Ltd.
December 2,  2014
Page 2

 Risk Factors, page 25

2. We note your response to comment 1 from our letter dated September 23, 2014 regarding
the 1986 permanent injunction with the California Attorney General.   The injunction appears
to prohibit you or participants in your marketing program from paying any comp ensation,
(including, but not limited to “commissions,” “overrides,” “achievement bonuses,” or any
term of similar import), based upon anything other than  the retail sale  of your
product.  Your current business model provides, however, that commissions, su ch as
Royalty Overrides, are based on “Retail Sales.”  That term is defined in your Form 10 -K as
the suggested retail price of products sold to your Members which may include sales other
than retail sales as defined in the injunction.

We further note yo ur disclosure on page 55 that you “do not have visibility to all of the sales
from our Members to their customers.”   In light of that, please tell us whether you should
include a separate risk factor discussing, in specific terms, the risk to you and your investors
if the California Attorney General seeks to enforce the terms of the injunction.   If you agree
such a risk factor is appropriate, please provide draft disclosure.   Alternatively, please
explain the reasons that no risk factor would be required.

Item 6. Selected Financial Data, page 50

3. In your response to our prior comment 2, you indicate that “retail sales” is a non -GAAP
measure.   In future filings, please disclose here and elsewhere in the filing where “retail
sales” is presented that it is a non -GAAP measure and that it may not be comparable to
similarly -titled measures used by other companies.

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

4. We note your response to our prior comment 3 that you are unable to quantify each business
reason listed in your disclosures.   Please explain to us how you determined the factors listed
(e.g. increased member engagement, increase in average active sales leaders, etc.) were
attributable to c hanges in your net sales if you are unable to quantify the magnitude of their
impact and revise your disclosures in future filings accordingly.

5. We note your discussion of net sales by geographic region provides insight into where there
were material chang es in net sales between periods.   However, your geographic region
disclosures do not appear to discuss with quantification the material underlying factors
driving the change in sales between periods.   Please revise your disclosures in future filings
accord ingly.  Please provide us draft disclosure for 2013 as compared to 2012.  For further
guidance, refer to Item 303 of Regulation S -K, SEC Release No. 33 -8350 and FRR 501.04.

6. We note your response to comment 4 from our letter dated September 23, 2014 and we
reissue the comment.   Your response notes that you are unable to quantify the specific
impact of the underlying factors which influenced your key performance

Michael Johnson
Herbalife Ltd.
December 2,  2014
Page 3

 indicators.   Regardless of an inability to quantify the impact of individual underlying factors,
your narrative MD&A disclosure should identify and analyze material trends as seen
through the eyes of management. Please revise future filings to include an analysis of
material changes in key performance indicators, like material declines in the rate of increase
in key performance indicators and identify the primary factors resulting in such changes as
requested in prior comment 4.   Alternatively, please tell us why you believe such disclosure
is not material to inves tors.  For guidance, please see  Sectio n I.B of SEC Interpretive
Release No. 33 -8350 (December 29, 2003).   Please provide draft disclosure.

7. We also note your response to prior comment 4 regarding the lack of a turnover -related
performance measure.  Given your response, it is unclear if Member turnover -related trends
materially affect how you manage your business.   We note your disclosure on page 57 of
your Form 10 -K that changes in net sales are “directly associated” with the recruiting and
retention of your Member force.   From our review of yo ur Form 10 -K, we are unable to
locate disclosures related to trends in your Member turnover.   With a view to clarifying
disclosure in future filings, please advise us whether and how material trends in turnover
occur and, if so, where you address them in y our MD&A.

Directors, Executive Officers, and Corporate Governance, page 86

8. We note recent media publications that a Pedro Cardoso was charged by the Government of
Brazil with money laundering or embezzlement -related crimes.   Please tell us whether you r
current board member, Mr. Cardoso, is the subject of a criminal complaint.  See Item
401(f)(2) of Regulation S -K.  If so, please tell us how you intend to address this in your
disclosure.

We urge all persons who are responsible for the accuracy and ad equacy 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 t o a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

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 state ments 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