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CORRESP
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CORRESP

 September 18, 2017

Via e-mail and EDGAR

 Christina E. Chalk

Senior Special Counsel

 Office of Mergers and Acquisitions

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

Re:
Herbalife Ltd.

 Schedule TO-I filed on August 21, 2017

Schedule TO-I/A filed on August 28, 2017

File No. 005-80216

 Dear
Ms. Chalk:

 On behalf of our client, Herbalife Ltd. (“Herbalife” or the “Company”), set forth below are
Herbalife’s responses to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the comment letter, dated September 7, 2017 (with each Staff
comment noted below in italics) (the “Comment Letter”), with respect to the Schedule TO-I filed by Herbalife on August 21, 2017 (as amended by the Schedule TO-I/A filed by Herbalife on August 28, 2017, the
“Schedule TO”), the Offer to Purchase, dated August 21, 2017, attached thereto as an exhibit (the “Offer to Purchase”), and the Form of Contingent Value Rights Agreement, also attached thereto as an exhibit
(the “CVR Agreement” and, together with the Schedule TO and the Offer to Purchase, the “Tender Offer Materials”). Attached hereto is Amendment No. 2 to the Schedule TO (“Amendment No. 2”),
which includes as an exhibit an Amended and Restated Offer to Purchase containing changes and revisions in response to the Staff’s comments. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Tender Offer Materials.

 Schedule TO-I filed August 21, 2017 – Item 10. Financial Statements

1.
Please explain in your response letter why you do not believe that the financial information showing the pro forma effect of the Offer on the Company is material. See Item 1010(b) of Regulation M-A. In this
regard, we note that at the minimum purchase price of $60.00 per share in the Offer, you would be repurchasing 10.64% of the total issued and outstanding common shares.

Response:

 Herbalife
acknowledges the Staff’s comment and respectfully advises the Staff that Herbalife’s financial statements, including those showing the pro forma effect of the Offer on Herbalife, are not material to a Herbalife shareholder’s decision
whether to tender or hold common shares. Instruction 2 to Item 10 of Schedule TO provides that “[f]inancial statements are not considered material when: (a) [t]he consideration offered consists solely of cash; (b) the
offer is not subject to any financing condition; and either: (c) the offeror is a public reporting company under Section 13(a) or 15(d) of the [Securities Exchange] Act [of 1934] that files reports electronically on

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 EDGAR, or (d) the offer is for all outstanding securities of the subject class.” 17
C.F.R. § 240.14d-100. Herbalife is a public reporting company under Section 13(a) of the Exchange Act, and the Offer is not subject to any financing conditions. In addition, the consideration offered to shareholders in the
Offer consists solely of cash and a CVR, which the Company believes (for the reasons described below) does not constitute a security within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended (the “Securities
Act”), and complies with each of the conditions set forth in prior no-action letters issued by the Staff with respect to contingent value rights. See Herbalife’s response to Question 4 below. Thus, Herbalife believes financial
information showing the pro forma effect of the Offer is not material, and thus not required disclosure, because the Offer satisfies the safe harbor from materiality set forth in Instruction 2 to Item 10 of Schedule TO.

In addition, while Herbalife acknowledges the Company could potentially purchase up to 10.64% of Herbalife’s issued and outstanding common
shares, we respectfully advise the Staff there are several Dutch auction self-tender offers, each of which could have potentially resulted in the repurchase of more than 10% of the outstanding shares of the applicable issuer and which commenced in
the past six months, where the issuer did not provide any financial information, including the pro forma effect of the applicable offer:

•

White Mountains Insurance Group, Ltd. self-tender offer for up to approximately 11.53% of its outstanding shares launched on August 17, 2017;

•

PHH Corporation tender offer for up to approximately 38.55% of its outstanding shares launched on August 11, 2017;

•

Tropicana Entertainment Inc. self-tender offer for up to approximately 22.65% of its outstanding shares launched on June 23, 2017; and

•

CIT Group Inc. tender offer for up to approximately 31.55% of its outstanding shares launched on April 27, 2017.

Finally, we point out, based on the current trading price of the Herbalife common shares (with a price of $68.49 per share on the New York
Stock Exchange at the close of trading on September 15, 2017), it is unlikely the Cash Purchase Price will be set at $60.00 per share. Instead, at this time it appears more likely the Cash Purchase Price will be set closer to the maximum $68.00
per share, as shareholders are unlikely to tender their common shares into the Offer at a price per share that is below what they could obtain for such shares in open market transactions today. As an example only, if the Cash Purchase Price is
ultimately set at $68.00 per share, the Company would acquire a maximum of 8,823,529 common shares, which represents only 9.39% of Herbalife’s outstanding common shares as of September 14, 2017.

Exhibit 99(A)(1)(A) – Offer to Purchase

 Cover
Page

2.
Revise the cover page and elsewhere in the Offer to Purchase, where appropriate, to highlight that tendering shareholders may only receive a cash payment if their tendered shares are purchased and that they should
not rely on receiving an additional payment under the CVRs when making their investment decisions.

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 Response:

In response to the Staff’s comment, the cover page of the Offer to Purchase has been revised in Amendment No. 2 as set forth in the
following marked excerpts:

 “If our purchase of all shares properly tendered at or below the Cash Purchase Price and not properly
withdrawn in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, we will purchase all shares properly tendered at or below the Cash Purchase Price on a pro rata basis, except for “odd lots” (lots held by
owners of less than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase. Tendering shareholders will receive a cash payment only if their tendered
shares are purchased. Shares properly tendered, but not purchased pursuant to the Offer will be returned to the tendering shareholders at our expense promptly after the Offer expires. See Section 3.

[…]

 You must make your
own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter
of Transmittal, including our reasons for making the Offer. Also, an additional payment, if any, pursuant to the terms of the CVR will only be made under the limited circumstances set forth in the CVR Agreement; therefore, you should not assume
you will receive an additional payment pursuant to a CVR when making your investment decision and no assurances can be given in this regard. Neither the directors or executive officers of the Company nor Mr. Carl C. Icahn and
all of his controlled affiliates holding shares (together, the “Icahn Entities”) intend to tender any of their shares in the Offer or otherwise sell or dispose of any common shares during the pendency of the Offer. See Section
2.”

 In addition, the penultimate paragraph on page 1 of the Offer to Purchase has been revised in Amendment No. 2 as
set forth in the following marked excerpt:

 “The Cash Purchase Price will be the lowest price per share not greater than $68.00 nor
less than $60.00 per share (in multiples of $0.25) at which shares have been properly tendered in the Offer that will enable us to purchase the maximum number of shares for an aggregate Cash Purchase Price of up to $600 million. If fewer than such
number of shares as would enable us to purchase shares pursuant to the Offer for an aggregate Cash Purchase Price of up to $600 million are properly tendered, we will select the lowest price that will allow us to buy all the shares that are properly
tendered. All shares we purchase will be purchased at the same Cash Purchase Price, even if you have tendered at a lower cash price (or are deemed to have tendered at a lower cash price), but we will not purchase any shares tendered above the Cash
Purchase Price. The Company will make a cash payment to tendering shareholders only if we have purchased their tendered shares. We will not purchase any shares from shareholders who do not properly tender any of their common shares pursuant
to the Offer prior to the Expiration Time.”

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 In addition, the final paragraph on page 6 of the Offer to Purchase has been revised in
Amendment No. 2 as set forth in the following marked excerpt:

 “The Board has unanimously approved the Offer. However, none of
Board, the Company, the Depositary and Paying Agent or the Information Agent is making any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may
choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the purchase price or purchase prices at which your shares should be tendered. In so doing, you should read
carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. Also, an additional payment, if any, pursuant to the terms of the CVR will only be made under the limited
circumstances set forth in the CVR Agreement; therefore, you should not assume you will receive an additional payment pursuant to a CVR when making your investment decision and no assurances can be given in this regard. See Section 2.”

 In addition, the fifth paragraph on page 11 of the Offer to Purchase has been revised in Amendment No. 2 as set forth in the
following marked excerpt:

 “If our purchase of all shares properly tendered at or below the Cash Purchase Price and not properly
withdrawn in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, we will purchase all shares properly tendered at or below the Cash Purchase Price on a pro rata basis, except for “odd lots” (lots held by
owners of less than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase. Tendering shareholders will receive a cash payment only if their tendered
shares are purchased. Shares tendered but not purchased pursuant to the Offer will be returned to the tendering shareholders at our expense promptly following the Expiration Time. See Section 1.”

In addition, the first paragraph on page 12 of the Offer to Purchase has been revised in Amendment No. 2 as set forth in the following
marked excerpt:

 “The Board has unanimously approved the Offer pursuant to the recommendation of the Committee. However,
none of the Board, the Committee, the Company, the Depositary and Paying Agent nor the Information Agent is making any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price or purchase prices
at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully
the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. Also, an additional payment, if any, pursuant to the terms of the CVR will only be made under the limited
circumstances set forth in the CVR Agreement; therefore, you should not assume you will receive an additional payment pursuant to a CVR when making your investment decision and no assurances can be given in this regard. See
Section 2.”

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 In addition, the final paragraph on page 13 of the Offer to Purchase has been revised in
Amendment No. 2 as set forth in the following marked excerpt:

 “If our purchase of all shares properly tendered at or below the
Cash Purchase Price and not properly withdrawn in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, we will purchase all shares properly tendered at or below the Cash Purchase Price on a pro rata basis, except for
“odd lots” (lots held by owners of less than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase. All shares we acquire in the Offer will
be acquired at the same Cash Purchase Price regardless of whether you tendered your shares, or are deemed to have tendered your shares, at a lower cash price. We will not purchase any shares from shareholders who do not properly tender any of their
common shares pursuant to the Offer prior to the Expiration Time. Tendering shareholders will receive a cash payment only if their tendered shares are purchased. Shares tendered but not purchased pursuant to the Offer will be returned to the
tendering shareholders at our expense promptly after the Offer expires.”

 In addition, the third paragraph on page 16 of the Offer to
Purchase has been revised in Amendment No. 2 as set forth in the following marked excerpt:

 “The Board has unanimously
approved the Offer pursuant to the recommendation of the Committee. However, none of the Board, the Committee, the Company, the Depositary and Paying Agent nor the Information Agent is making any recommendation to any shareholder as to whether to
tender or refrain from tendering any shares or as to the purchase price or purchase prices at which shareholders may choose to tender their shares. We have not authorized any person to make any such recommendation. Shareholders should carefully
evaluate all information in the Offer. Shareholders are also urged to consult with their tax advisors to determine the consequences to them of participating or not participating in the Offer, and should make their own decisions about whether to
tender shares and, if so, how many shares to tender and the cash purchase price or cash purchase prices at which to tender. In doing so, you shareholders should read carefully the information in this Offer to Purchase and in
the related Letter of Transmittal. Also, an additional payment, if any, pursuant to the terms of the CVR will only be made under the limited circumstances set forth in the CVR Agreement; therefore, shareholders should not assume they will receive
an additional payment pursuant to a CVR when making their investment decisions and no assurances can be given in this regard.”

Finally, the fourth paragraph on page 23 of the Offer to Purchase has been revised in Amendment No. 2 as set forth in the following marked
excerpt:

 “All shares we acquire in the Offer will be acquired at the same Cash Purchase Price regardless of whether you tendered your
shares at a lower cash price. We will not purchase any shares from shareholders who do not properly tender any of their common shares pursuant to the Offer prior to the Expiration Time. Subject to the conditions of the Offer, only shares properly
tendered, or