Herbalife Ltd. Announces Record Fourth Quarter Revenue and EPS and Raises FY'10 EPS Guidance

    --  Fourth quarter adjusted EPS increased 42.0 percent to $0.98 compared to
        the prior year, driven by 15.8 percent local currency sales growth.
    --  FY'09 cash from operations increased 4.4 percent to $285.1 million
        compared to prior year.
    --  Repurchased 1.0 million shares during the fourth quarter and 2.0 million
        shares in fiscal 2009.

LOS ANGELES--(BUSINESS WIRE)-- Herbalife Ltd. (NYSE:HLF) today reported fourth quarter net sales increased 23.0 percent to $630.9 million and local currency net sales increased 15.8 percent compared to the same period in 2008. For the quarter ended December 31, 2009, the company reported net income of $55.7 million, or $0.88 per diluted share compared to $33.7 million or $0.53 per diluted share in the fourth quarter of 2008, reflecting local currency sales growth, operating margin expansion, a lower effective tax rate and accretion from the share repurchase program.

Excluding the Venezuela currency impact and other adjusting items in the fourth quarter 2009 and 2008 1, fourth quarter adjusted net income was $61.7 million, or $0.98 in adjusted diluted earnings per share, reflecting an increase of 42.3 percent and 42.0 percent, respectively, compared to the same period in 2008.

For the twelve months ended December 31, 2009, the company reported net sales of $2.3 billion, a 1.5 percent decline primarily due to the negative impact of foreign currency fluctuations whereas in local currency net sales for fiscal 2009 increased 5.1 percent compared to fiscal 2008. For the year ended December 31, 2009, the company reported net income of $203.3 million, or $3.22 per diluted share, compared to $221.2 million, or $3.36 per diluted share for the year ended December 31, 2008. Excluding the impact from adjusting items in both periods 1, adjusted net income was $207.1 million, or $3.28 in adjusted diluted earnings per share, a decrease of 10.8 percent and 7.1 percent respectively, compared to 2008 primarily due to the negative impact of foreign currency fluctuations and a higher effective tax rate in 2008.

For the twelve months ended December 31, 2009, the company generated cash flow from operations of $285.1 million, an increase of 4.4 percent compared to 2008, paid dividends of $48.7 million, invested $60.1 million in capital expenditures, repurchased $74.6 million in common stock and paid approximately $10.0 million for certain acquired manufacturing assets. The company's net debt balance at the end of the fourth quarter was $99.5 million, reflecting an improvement of $101.3 million from December 2008.

"We are proud that despite the difficult economic climate of 2009, we were able to achieve record local-currency sales results, and we are excited about our positive momentum going into 2010. Our distributors' adoption of the daily-consumption method of doing business creates deeper reach into existing markets and is fueling the growth of the company," said Chairman and Chief Executive Officer Michael O. Johnson. "The Herbalife opportunity addresses two of the largest global challenges facing society today; health and a source of income. We will continue to provide the best nutrition products with proven ingredients, and to provide the tools our Distributors need to build their businesses."

Business Highlights

During the fourth quarter the company hosted three Extravaganzas,in Nanjing, China, Johannesburg, South Africa and Atlanta, Georgia which collectively were attended by more than 25,000 participants.

For the year ended December 31, 2009, our top ten products accounted for 73.1 percent of the company's total volume points, a 3.5 percent increase compared to 2008. The company's top three products, those used most within nutrition clubs, Formula 1, Herbal Tea concentrate and Aloe concentrate, accounted for 50.8 percent of volume points, compared to 49.4 percent in the prior year. For the year ended December 31, 2009, volume points of those three products collectively increased 5.2 percent compared to 2008.

During the quarter the company opened two new markets, Vietnam and Paraguay.

2009 Annual Sales Leader Requalification

By January of each year, sales leaders are required to re-qualify. In February of each year, we remove from the rank of sales leaders those individuals who did not satisfy the sales leader qualification requirements during the preceding 12 months. For the latest 12-month requalification period ending January 2010, approximately 43.0 percent of the eligible sales leaders requalified, reflecting an improvement from 40.3 percent in 2008.

Fourth Quarter and Full Year 2009 Regional Key Metrics 2


Region   4Q'09            4Q'09         FY'09         4Q'09        FY'09

         Volume           Avg Active    Avg Active    New Sales    New Sales

         Points  % Chg    Sales Leader  Sales Leader  Leaders      Leaders

         (Mil)   (Y/Y)    % Chg (Y/Y)   % Chg (Y/Y)   % Chg (Y/Y)  % Chg (Y/Y)

North    185.3   12.8 %   11.5 %        6.1  %        (5.2  %)     (12.1 %)
America

Asia     152.1   34.4 %   19.5 %        11.6 %        44.0  %      26.9  %
Pacific

EMEA     115.5   0.6  %   1.4  %        (2.3 %)       (24.3 %)     (19.9 %)

Mexico   122.4   8.4  %   2.4  %        (6.6 %)       18.7  %      (16.2 %)

South &
Central  109.2   10.2 %   6.2  %        2.8  %        (21.8 %)     (36.0 %)
America

China    29.4    (6.8 %)  (4.7 %)       2.7  %        (19.8 %)     (12.4 %)

Total    713.9   12.3 %   7.4  %        1.9  %        0.2   %      (11.2 %)



The North America region reported volume points of 185.3 million in the fourth quarter of 2009, reflecting an increase of 12.8 percent versus the same period of 2008. Volume point growth in the U.S., the largest country in the region, increased 13.8 percent compared to 2008, reflecting an increase in the Latin market of 22.1 percent and a decrease in the general market of 0.2 percent compared to the fourth quarter of 2008.

During the quarter and for the full year, New Sales Leaders in the region decreased 5.2 percent and 12.1 percent respectively versus the same periods of 2008. Average Active Sales Leaders in North America accelerated over the course of the year. For 2009, Average Active Sales Leaders increased 6.1 percent compared to the prior year and for the quarter ended December 31, 2009, Average Active Sales Leaders increased 11.5 percent.

The Asia Pacific region reported volume points of 152.1 million in the fourth quarter of 2009, reflecting an increase of 34.4 percent over the same period of 2008. Top markets in this region were Taiwan, with volume point growth of 19.7 percent; Korea, with volume point growth of 95.8 percent; and Malaysia, with volume point growth of 15.4 percent, all compared to the same period in 2008. For the quarter ended December 31, 2009 New Sales Leaders in the region increased 44.0 percent versus the same period last year. Average Active Sales Leaders in the quarter improved 19.5 percent and for the year ended December 31, 2009 improved 11.6 percent compared to comparable periods in 2008.

The Europe, Middle East and Africa (EMEA) region reported volume points of 115.5 million in the fourth quarter of 2009, reflecting an increase of 0.6 percent versus the same period of 2008. The top markets in this region were Italy and Russia, with volume point growth of 13.0 percent and a decline of 7.1 percent, respectively, compared to the same period in 2008. New Sales Leaders declined 24.3 percent for the quarter ended December 31, 2009 versus the same period last year. While Average Active Sales Leaders in EMEA decreased 2.3 percent for the year compared to 2008, Average Activity in the region during the fourth quarter increased 1.4 percent, the first period of positive Activity growth since early 2007.

The Mexico region reported volume points of 122.4 million in the fourth quarter of 2009, reflecting an increase of 8.4 percent versus the same period of 2008. Fourth quarter 2009 was the first full quarter in which the company anniversaried the collection of the 15 percent Value Added Tax (VAT) which had a negative impact on our financial results. New Sales Leaders for 2009 declined 16.2 percent, but for the quarter ended December 31, 2009, New Sales Leaders increased 18.7 percent compared to the same period last year. While Average Active Sales Leaders in Mexico decreased 6.6 percent for the year, fourth quarter Activity increased 2.4 percent; the first positive quarter since mid 2008.

The South and Central America region reported volume points of 109.2 million in the fourth quarter of 2009, reflecting an increase of 10.2 percent versus the same period of 2008. During the fourth quarter, the top markets in this region were Brazil, with volume point growth of 12.2 percent, and Venezuela, with a volume point increase of 24.1 percent, both compared to the same period in 2008. New Sales Leaders in the region were 21.8 percent lower during the quarter ended December 31, 2009 than the same period last year. Average Active Sales Leaders improved 6.2 percent for the quarter and full year 2009 average activity increased 2.8 percent compared to 2008.

The China region reported volume points of 29.4 million in the fourth quarter of 2009, reflecting a decrease of 6.8 percent over the same period of 2008. The company is currently licensed for direct sales in 11 provinces. New Sales Leaders in China decreased 19.8 percent during the quarter ended December 31, 2009 versus the same period last year. While Average Active Sales Leaders declined 4.7 percent for the quarter, Average Activity for the year increased 2.7 percent compared to 2008.

2010 Guidance

Based on current business trends, the company's first quarter 2010 and fiscal 2010 guidance is provided below.

Effective January 1, 2010, Venezuela has been designated as a highly inflationary economy. Our 2010 guidance excludes the impact of a one-time charge related to highly inflationary accounting for Venezuela. However, included in our 2010 guidance is the assumption of applying the parallel market exchange rate and highly inflationary accounting for Venezuela during 2010. While, as previously disclosed, the move to highly inflationary accounting causes no material change to our EPS guidance, this change will negatively impact net sales guidance. 3, 4

First Quarter - The company's first quarter 2010 diluted earnings per share guidance range is $0.77 to $0.80 5 on volume point growth of 3.0 percent to 4.0 percent and net sales growth of 12.5 percent to 13.5 percent compared to the same period in 2009 3, respectively, and an effective tax rate range of 30.0 percent to 31.0 percent. The company's first quarter 2010 capital expenditures are expected to be in the range of $15 million to $20 million.

Fiscal 2010 - The company's new full-year diluted earnings per share guidance is $3.58 to $3.70 5 on volume point growth of 5.0 percent to 6.0 percent and a net sales increase of 8.5 percent to 9.5 percent compared to 2009 4, respectively, along with an effective tax rate range of 30.0 to 31.0 percent. Full-year 2010 capital expenditures are expected to be in the range of $65 million to $75 million.

Fourth Quarter Earnings Conference Call

Herbalife's senior-management team will host an investor conference call to discuss the company's fourth quarter 2009 financial results and provide an update on current business trends on Wednesday, February 24 at 8 a.m. PST (11 a.m. EST).

The dial-in number for this conference call for domestic callers is (877) 758-1051 and (706) 634-5671 for international callers (conference ID 51796805). Live audio of the conference call will be simultaneously webcast in the investor relations section of the company's Web site at http://ir.herbalife.com.

An audio replay will be available following the completion of the conference call in MP3 format or by dialing (800) 642-1687 for domestic callers or (706) 645-9291 for international callers (conference ID 51796805). The webcast of the teleconference will be archived and available on Herbalife's Web site.

About Herbalife Ltd.

Herbalife Ltd. (NYSE:HLF) is a global network marketing company that sells weight-management, nutrition, and personal care products intended to support a healthy lifestyle. Herbalife products are sold in 72 countries through a network of approximately 2.0 million independent distributors. The company supports the Herbalife Family Foundation and its Casa Herbalife program to help bring good nutrition to children. Herbalife's Web site contains a significant amount of information about Herbalife, including financial and other information for investors at http://ir.Herbalife.com. The company encourages investors to visit its Web site from time to time, as information is updated and new information is posted.

Disclosure Regarding Forward-Looking Statements

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following:

-- our relationship with, and our ability to influence the actions of, our distributors;

-- adverse publicity associated with our products or network marketing organization;

-- uncertainties relating to interpretation and enforcement of recently enacted legislation in China governing direct selling;

-- our inability to obtain the necessary licenses to expand our direct selling business in China;

-- adverse changes in the Chinese economy, Chinese legal system or Chinese governmental policies;

-- improper action by our employees or international distributors in violation of applicable law;

-- changing consumer preferences and demands;

-- loss or departure of any member of our senior management team which could negatively impact our distributor relations and operating results;

-- the competitive nature of our business;

-- regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products, and network marketing program including the direct selling market in which we operate;

-- third party legal challenges to our network marketing program;

-- risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, pricing and currency devaluation risks, especially in countries such as Venezuela;

-- our dependence on increased penetration of existing markets;

-- contractual limitations on our ability to expand our business;

-- our reliance on our information technology infrastructure and outside manufacturers;

-- the sufficiency of trademarks and other intellectual property rights;

-- product concentration;

-- our reliance on our management team;

-- uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;

-- changes in tax laws, treaties or regulations, or their interpretation;

-- taxation relating to our distributors;

-- product liability claims;

-- any collateral impact resulting from the ongoing worldwide financial "crisis," including the availability of liquidity to us, our customers and our suppliers or the willingness of our customers to purchase products in a recessionary economic environment; and

-- whether we will purchase any of our shares in the open markets or otherwise.

We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

1 See Schedule B - "Reconciliation of Non-GAAP Financial Measures" for more detail.
2 Supplemental tables which may include additional business metrics can be found at http://www.ir.Herbalife.com
3 Guidance for first quarter 2010 net sales applying Venezuela 2009 official currency rate would have been 15.5 percent to 16.5 percent.
4 Guidance for fiscal 2010 net sales applying Venezuela 2009 official currency rate would have been 11.0 percent to 13.0 percent.
5 Excludes any accretion/dilution impact should the company elect to utilize any portion of the remaining $226.8 million share repurchase program.

RESULTS OF OPERATIONS:


Herbalife Ltd.

Consolidated Statements of Income

(In thousands, except per share data)

                        Quarter Ended               Year Ended

                          12/31/2009    12/31/2008    12/31/2009    12/31/2008

North America           $ 126,715     $ 109,277     $ 529,009     $ 496,942

Mexico                    69,132        64,205        263,013       352,167

South and Central         113,223       84,524        366,925       383,590
America

EMEA                      130,932       117,400       504,154       570,703

Asia Pacific              151,468       96,959        509,191       410,789

China                     39,401        40,512        152,285       145,022

Worldwide net sales       630,871       512,877       2,324,577     2,359,213

Cost of Sales             136,515       96,061        493,134       458,396

Gross Profit              494,356       416,816       1,831,443     1,900,817

Royalty Overrides         204,580       168,375       761,501       796,718

SGA                       205,691       187,573       773,911       771,847

Operating Income          84,085        60,868        296,031       332,252

Interest Expense - net    1,016         2,858         5,103         13,222

Income before income      83,069        58,010        290,928       319,030
taxes

Income Taxes              27,413        24,351        87,582        97,840

Net Income                55,656        33,659        203,346       221,190

Basic Shares              60,492        62,707        61,221        63,785

Diluted Shares            63,004        63,187        63,097        65,769

Basic EPS               $ 0.92        $ 0.54        $ 3.32        $ 3.47

Diluted EPS             $ 0.88        $ 0.53        $ 3.22        $ 3.36

Dividends declared per  $ 0.20        $ 0.20        $ 0.80        $ 0.80
share




Herbalife Ltd.

Consolidated Balance Sheets

(In thousands)

                                                   Dec 31,        Dec 31,

                                                     2009           2008

ASSETS

Current Assets:

Cash & cash equivalents                            $ 150,801      $ 150,847

Receivables, net                                     76,958         70,002

Inventories                                          145,962        134,392

Prepaid expenses and other current assets            101,181        89,214

Deferred income taxes                                38,600         40,313

Total Current Assets                                 513,502        484,768

Property and equipment, net                          178,009        175,492

Deferred compensation plan assets                    17,410         15,754

Deferred financing cost, net                         1,498          1,989

Marketing related intangibles and other intangible   311,782        310,060
assets, net

Goodwill                                             102,543        110,677

Other assets                                         21,306         22,578

Total Assets                                       $ 1,146,050    $ 1,121,318

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable                                   $ 37,330       $ 41,084

Royalty Overrides                                    144,689        130,369

Accrued compensation                                 65,043         60,629

Accrued expenses                                     107,943        104,795

Current portion of long term debt                    12,402         15,117

Advance sales deposits                               22,261         12,603

Income taxes payable                                 40,298         37,302

Total Current Liabilities                            429,966        401,899

Non-current liabilities

Long-term debt, net of current portion               237,931        336,514

Deferred compensation                                16,629         13,979

Deferred income taxes                                77,613         103,675

Other non-current liabilities                        24,600         23,520

Total Liabilities                                    786,739        879,587

Contingencies

Shareholders' equity:

Common shares                                        120            123

Additional paid in capital                           222,882        197,715

Accumulated other comprehensive loss                 (23,396   )    (28,614   )

Retained earnings                                    159,705        72,507

Total Shareholders' Equity                           359,311        241,731

Total Liabilities and Shareholders' Equity         $ 1,146,050    $ 1,121,318




Herbalife Ltd.

Consolidated Statements of Cash Flows

(In thousands)

                                                  Year Ended

                                                    12/31/2009      12/31/2008

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                        $ 203,346       $ 221,190

Adjustments to reconcile net income to net cash
provided by operating activities:

Depreciation and amortization                       62,437          48,732

Excess tax benefits from share-based payment        (3,266     )    (14,602    )
arrangements

Share based compensation expenses                   20,907          17,788

Amortization of discount and deferred financing     491             481
costs

Deferred income taxes                               (11,226    )    (4,103     )

Unrealized foreign exchange transaction loss        4,809           15,243
(gain)

Other                                               340             1,963

Changes in operating assets and liabilities:

Receivables                                         2,361           (18,529    )

Inventories                                         (1,742     )    (27,572    )

Prepaid expenses and other current assets           (7,781     )    (23,966    )

Other assets                                        2,109           1,800

Accounts payable                                    (9,500     )    8,922

Royalty overrides                                   9,102           13,375

Accrued expenses and accrued compensation           (3,461     )    12,412

Advance sales deposits                              8,779           1,917

Income taxes payable                                4,700           24,191

Deferred compensation plan liability                2,651           (6,254     )

NET CASH PROVIDED BY OPERATING ACTIVITIES           285,056         272,988

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property                               (59,768    )    (88,601    )

Proceeds from sale of property                      102             76

Deferred compensation plan assets                   (1,656     )    3,561

Acquisition of business                             (10,000    )    --

NET CASH USED IN INVESTING ACTIVITIES               (71,322    )    (84,964    )

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid                                      (48,721    )    (50,700    )

Borrowings from long-term debt                      211,974         118,000

Principal payments on long-term debt                (313,089   )    (167,481   )

Increase in deferred financing costs                -               (75        )

Share repurchases                                   (74,641    )    (138,921   )

Excess tax benefits from share-based payment        3,266           14,602
arrangements

Proceeds from exercise of stock options and sale    7,884           19,508
of stock under employee stock purchase plan

NET CASH USED IN FINANCING ACTIVITIES               (213,327   )    (205,067   )

EFFECT OF EXCHANGE RATE CHANGES ON CASH             (453       )    (19,517    )

NET CHANGE IN CASH AND CASH EQUIVALENTS             (46        )    (36,560    )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      150,847         187,407

CASH AND CASH EQUIVALENTS, END OF PERIOD          $ 150,801       $ 150,847

CASH PAID DURING THE PERIOD

Interest paid                                     $ 10,011        $ 17,735

Income taxes paid                                 $ 95,139        $ 73,939

NON CASH ACTIVITIES

Assets acquired under capital leases and other    $ 388           $ 36,048
long-term debt




Herbalife Ltd

Volume Points by Region

(Unaudited, In thousands)

              Three Months Ended December 31,  Twelve Months Ended December 31,

              2009     2008     % Change       2009       2008       % Change

North America 185,340  164,248  12.8     %     779,907    750,437    3.9      %

Mexico        122,395  112,877  8.4      %     493,431    545,900    (9.6     %)

South &
Central       109,236  99,135   10.2     %     411,944    430,612    (4.3     %)
America

EMEA          115,490  114,791  0.6      %     466,361    497,073    (6.2     %)

Asia Pacific
(excluding    152,082  113,147  34.4     %     570,673    438,714    30.1     %
China)

China         29,433   31,578   (6.8     %)    115,336    115,895    (0.5     %)

Worldwide     713,976  635,776  12.3     %     2,837,652  2,778,631  2.1      %



SUPPLEMENTAL INFORMATION
SCHEDULE A: FINANCIAL GUIDANCE

2010 Guidance

For the Three Months Ending March 31, 2010 and Twelve Months Ending December 31, 2010 1 2 3 4


                            March 31, 2010     December 31, 2010

                            Low      High      Low      High

Volume point growth vs 2009   3.0  %   4.0  %    5.0  %   6.0  %

Net sales growth vs 2009      12.5 %   13.5 %    8.5  %   9.5  %

EPS                         $ 0.77   $ 0.80    $ 3.58   $ 3.70

Cap Ex ($ millions)         $ 15.0   $ 20.0    $ 65.0   $ 75.0

Effective Tax Rate            30.0 %   31.0 %    30.0 %   31.0 %



1 Excludes any accretion/dilution impact should the company elect to utilize any portion of the remaining $226.8 million share repurchase program.
2 Guidance for first quarter 2010 net sales applying Venezuela 2009 official currency rate would have been 15.5 percent - 16.5 percent.
3 Guidance for Fiscal 2010 net sales applying Venezuela 2009 official currency rate would have been 11.0 percent to 13.0 percent.
4 Our 2010 guidance excludes the impact of one-time charges related to highly inflationary accounting for Venezuela.

SCHEDULE B: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited), (Dollars in Thousands, Except Per Share Data)

In addition to its reported results, the Company has included in the tables below adjusted results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results.

The following is a reconciliation of net income, presented and reported in accordance with U.S. generally accepted accounting principles, to net income adjusted for certain items:


                        Three Months Ended           Twelve Months Ended

                          12/31/2009     12/31/2008    12/31/2009     12/31/2008

Net income, as reported $ 55,656       $ 33,659      $ 203,346      $ 221,190

Restructuring Expenses
associated with           -              3,636         899            4,769
realignment for growth
initiative (1) (2)

Venezuela impact (3)      6,615          -             6,615          -

Expiration of statutes    -              -             (4,852     )   -
of limitations

Increase in tax
valuation allowance on    -              6,097         -              6,097
deferred tax assets

Tax expense resulting
from an international     (537       )   -             1,091          -
income tax audit
settlement

Net income, as adjusted $ 61,734       $ 43,392      $ 207,099      $ 232,056



The following is a reconciliation of diluted earnings per share, presented and reported in accordance with U.S. generally accepted accounting principles, to diluted earnings per share adjusted for certain items:


                       Three Months Ended           Twelve Months Ended

                         12/31/2009     12/31/2008    12/31/2009     12/31/2008

Diluted earnings per   $ 0.88         $ 0.53        $ 3.22         $ 3.36
share, as reported

Restructuring Expenses
associated with          -              0.06          0.01           0.07
realignment for growth
initiative (1) (4)

Venezuela impact(5)      0.11           -             0.11           -

Expiration of statutes   -              -             (0.08      )   -
of limitations

Increase in tax
valuation allowance on   -              0.10          -              0.09
deferred tax assets

Tax expense resulting
from an international    (0.01      )   -             0.02           -
income tax audit
settlement

Diluted earnings per   $ 0.98         $ 0.69        $ 3.28         $ 3.53
share, as adjusted (6)



The following is a reconciliation of total long-term debt to net debt:


                                                       12/31/2009    12/31/2008

Total long-term debt (current and long-term portion) $ 250,333     $ 351,631

Less: Cash and cash equivalents                        150,801       150,847

Net debt                                             $ 99,532      $ 200,784




     The restructuring charge adjustments reflect items that although they, or
(1)  similar items, might recur are of a nature and magnitude that identifying
     them separately provides investors with a greater ability to project the
     Company's future performance.

     Net of tax benefit of $1,197, $399 and $1,931 for the three months ended
(2)  December 31, 2008, twelve months ended December 31, 2009 and 2008,
     respectively.

(3)  Net of tax benefit of $3,561 for the three and twelve months ended December
     31, 2009.

     Net of tax benefit of $0.02, $0.01 and $0.03 per common diluted share for
(4)  the three months ended December 31, 2008, twelve months ended December 31,
     2009 and 2008, respectively.

(5)  Net of tax benefit of $0.06 per common diluted share for the three and
     twelve months ended December 31, 2009.

(6)  Amounts may not total due to rounding.




    Source: Herbalife Ltd.