SecProbe.io

Mail Stop 3561
April 21, 2016

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 Fiscal Year Ended December 31, 2015
Filed February 25, 2016
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 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.

Management’s Discussion and Analysis of Financial Condi tion and Results of Operations,
page 37

1. We note that throughout your 2015 quarterly earnings calls you identify “active new
members”  and during your second quarter earnings call you stated that the increase of
this metric represents a “very significant tr end…in [y]our business.”   Please disclose and
discuss this trend to the extent that  it has had, or you reasonably expect it to have, a
material impact on net sales.   See Item 303(a)(3)(ii) of Regulation S -K.  Additionally,
please explain how you define the  term “active new members” and discuss how
management uses this number to assess your business.   See generally Item 303(a) and
Rule 12b -20.  Please revise in future filings and provide draft disclosure, or advise.

Michael Johnson
Herbalife Ltd.
April 21, 2016
Page 2

 Reporting Segment Results, page 45

2. We note that in each geographic region in your primary reporting segment, you disclose
that declines in net sales are partially a result of members adapting to certain re visions to
your Marketing Plan.   In Russia, however, you disclose that the success in rece nt years
was primarily a result of the early adoption of the Marketing Plan changes.   Additionally,
we note in your 2015 quarterly earnings calls that management has analyzed ch anges in
behavior from the new Marketing Plan revisions.   In future filings, pl ease describe in
greater detail for each geographic region in your primary reporting segment how changes
to your Marketing Plan implemented in 2009 and 2014 continue t o impact net  sales.
Please  provide draft disclosure.   See Item 303(a)(3)(i) of Regulatio n S-K.  Additionally,
please file your Marketing Plan as an exhibit or tell us why you believe it is not r equired
by Item 601(b)(10)(ii)( B) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the f iling 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 ar e 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 proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Michael Killoy  at (202) 551 -7576  or Brigitte Lippmann  at (202) 551 -3713
with any other questions.

Sincerely,

 Brigitte Lippmann (for)

 John Reynolds
Assistant  Director
Office of Beverages, Apparel, and
Mining