Herbalife Ltd. Announces Second Quarter 2009 Results

LOS ANGELES--(BUSINESS WIRE)-- Herbalife Ltd. (NYSE: HLF) today reported second quarter 2009 net sales of $571.8 million, a decrease of 10.6 percent compared to the same period of 2008, solely reflecting the unfavorable impact of currency fluctuations. Excluding the impact from currency fluctuations, local currency year-over-year net sales were flat with the second quarter 2008 results. For the quarter ended June 30, 2009, the company reported net income of $48.3 million, or $0.77 per diluted share, compared to $67.1 million, or $1.01 per diluted share in the second quarter of 2008, reflecting lower net sales and gross profit margins attributable to unfavorable currency fluctuations, coupled with a higher effective tax rate reflecting country mix, partially offset by accretion from the company's share repurchase program. Excluding the impact from adjusting items in the second quarter (1), adjusted net income was $49.3 million, or $0.78 in adjusted diluted earnings per share, reflecting a decrease of 27.4 percent and 24.3 percent, respectively, compared to the same period in 2008.

For the six months ended June 30, 2009, the company produced cash flow from operations of $122.3 million, paid dividends of $24.6 million and invested $27.1 million in capital expenditures, primarily relating to its global roll-out of Oracle. The company's net debt balance (1) at the end of the second quarter was $132.5 million, reflecting an improvement of $68.3 million from December 2008.

"We were very pleased with our revenue results as this quarter represented the most difficult volume point comparison of 2009 due to the second quarter 2008 introduction of our 30th Year Anniversary promotion and it was the last quarter before we passed along the 15 percent VAT in Mexico," said Chairman and Chief Executive Officer Michael O. Johnson. "During the second quarter we experienced sequential growth in volume points from the first quarter in key markets such as the U.S. up 7.7 percent, Mexico up 3.2 percent and China up 57.5 percent. This volume point improvement is a reflection of the outstanding effort of our independent distributors to grow their businesses and the resilience of our business model. We are in a unique position to succeed during economic downturns because we offer an opportunity for part-time or full-time income, and healthy nutrition and weight management products in the midst of a global obesity epidemic. Our message to our distributors is straightforward - have confidence in yourself and our company because there has never been a better time to introduce someone to Herbalife."

During the second quarter 2009 the company added 51,728 new Sales Leaders (2), which is 16.9 percent lower than the same period in 2008. Additionally, total Sales Leaders (2) decreased 5.1 percent to 390,743 in the second quarter of 2009 compared to the same period in 2008, which reflects a slight reduction in retention, 40.3 percent as of the requalification period in 2009 versus 41.0 percent in the 2008 requalification period, coupled with fewer new sales leaders in 2009. During the second quarter 2009, the company's President's Team membership increased 10.3 percent to 1,233 members versus the second quarter of 2008 and the company's prestigious Chairman's Club and China Brand Ambassador membership increased 8.6 percent to 38 members, versus the second quarter of 2008.

1 See Schedule D - "Reconciliation of Non-GAAP Financial Measures" for more detail
2 Schedule titled "New Sales Leaders by Region" and "Total Sales Leaders by Region" for more detail

Business Highlights

The company hosted two Extravaganzas during the second quarter, in Brazil and Korea, which were attended by almost 26,000 distributors. Additionally, the North America region hosted a series of Leadership Development Weekends (LDWs) which focus on providing detailed training to qualifying supervisors. These LDWs were held in 12 cities in the U.S., three in Canada, and one in Jamaica. In total, over 9,500 supervisors attended the LDW events. Also in the second quarter, the U.S. hosted a Nutrition Club tour in 19 cities. In total, over 12,300 distributors attended the tour. Product launches during the quarter included Xtra-Cal Advanced and Joint Support Advanced in the U.S., Niteworks, developed by Nobel Laureate Dr. Lou Ignarro, in Mexico, and Personalized Protein Powder in China.

In early July 2009, China's Ministry of Commerce granted five additional licenses for the company to conduct direct-selling business in the provinces of Fujian, Shan'Xi, Sichuan, Hubei, and Shanghai. Licenses for these new provinces are effective immediately, except Shanghai which will be activated upon government review of our service outlets for which the timing remains uncertain. Additionally, the company's license for Beijing, which was granted in July 2008 with the same exception as noted above for Shanghai, is now active. The company now has direct-selling licenses in 11 provinces representing an addressable population of approximately 599 million.

Second Quarter 2009 Regional Key Metrics


                   Volume  Increase/   New      Increase/   Total    Increase/

                   Points  (Decrease)  Sales    (Decrease)  Sales    (Decrease)

Region             (Mil)   (Y/Y)       Leaders  (Y/Y)       Leaders  (Y/Y)

North America      200.5   (2.3%)      10,633   (19.0%)     77,212   (3.8%)

Asia Pacific       125.4   13.6%       13,183   16.0%       77,021   8.7%
(excluding China)

EMEA               117.3   (9.1%)      6,704    (21.3%)     61,695   (11.7%)

Mexico             124.3   (18.7%)     6,316    (23.1%)     58,372   (18.3%)

South & Central    98.0    (11.9%)     8,121    (38.1%)     78,652   (7.3%)
America

China              32.8    (1.8%)      6,771    (13.9%)     37,791   10.1%



The North America region reported volume points of 200.5 million in the second quarter of 2009, reflecting a decrease of 2.3 percent versus the same period of 2008. Volume point growth in the U.S., the largest country in the region, decreased 1.9 percent compared to 2008, reflecting an increase in the Spanish speaking market of 0.6 percent and a decrease in the non-Spanish speaking markets of 6.8 percent compared to the second quarter of 2008. New Sales Leaders in the region were 10,633 during the quarter ended June 30, 2009, a decrease of 19.0 percent versus the same period last year. Total Sales Leaders in the region decreased 3.8 percent to 77,212 as of June 30, 2009 versus June 30, 2008.

The Asia Pacific region reported volume points of 125.4 million in the second quarter of 2009, reflecting an increase of 13.6 percent over the same period of 2008. Top markets in this region were Taiwan, with volume point growth of 4.2 percent; Korea, with volume point growth of 48.5 percent; and Malaysia with volume point growth of 44.2 percent, all compared to the same period in 2008. New Sales Leaders in the region were 13,183 during the quarter ended June 30, 2009, an increase of 16.0 percent versus the same period last year. Total Sales Leaders increased 8.7 percent to 77,021 as of June 30, 2009 versus June 30, 2008.

The Europe, Middle East and Africa (EMEA) region reported volume points of 117.3 million in the second quarter of 2009, reflecting a decrease of 9.1 percent versus the same period of 2008. Top markets in this region were Italy, with volume point growth of 7.9 percent and France with a volume point decline of 23.4 percent, both compared to the same period in 2008. New Sales Leaders in the region were 6,704 during the quarter ended June 30, 2009, a decrease of 21.3 percent versus the same period last year. Total Sales Leaders in the region decreased 11.7 percent to 61,695 as of June 30, 2009 versus June 30, 2008.

The Mexico region reported volume points of 124.3 million in the second quarter of 2009, reflecting a decrease of 18.7 percent versus the same period of 2008. During the third quarter of 2008, the company began collecting a Value Added Tax (VAT) from our Mexican distributors that has had a negative impact on our financial results. Distributors in Mexico previously paid zero percent VAT on their purchases for most of our nutrition products. This effective price increase, which impacts approximately 60 percent of our volume points in the Mexican market, adversely affected sales in Nutrition Clubs, which are retail price-sensitive, and as a result has caused volume to decline from pre-VAT levels. We are in the process of challenging this assessment on several fronts; however, as the products continue to be subject to this VAT, we expect year-over-year volume growth to be constrained. New Sales Leaders in the Mexico region were 6,316 during the quarter ended June 30, 2009, or 23.1 percent lower than the same period last year. Total Sales Leaders in the region decreased 18.3 percent to 58,372 as of June 30, 2009 versus June 30, 2008.

The South and Central American region reported volume points of 98.0 million in the second quarter of 2009, reflecting a decrease of 11.9 percent versus the same period of 2008. The top markets in this region were Brazil, with volume point growth of 10.6 percent and Venezuela, with a volume point decline of 28.6 percent, both compared to the same period in 2008. New Sales Leaders in the region were 8,121 during the quarter ended June 30, 2009, or 38.1 percent lower than the same period last year. Total Sales Leaders in the region decreased 7.3 percent to 78,652 as of June 30, 2009 versus June 30, 2008.

The China region reported volume points of 32.8 million in the second quarter of 2009, reflecting a decrease of 1.8 percent over the same period of 2008. The company is currently licensed for direct sales in 11 provinces. New Sales Employees in China were 6,771 during the quarter ended June 30, 2009, a decrease of 13.9 percent versus the same period last year. Total Sales Employees increased 10.1 percent to 37,791 as of June 30, 2009 versus June, 2008.

Third Quarter 2009 and Full Year 2009 Guidance

The company's third quarter 2009 diluted earnings per share guidance range is $0.66 to $0.69 (3) (4) (5) on a volume point growth of zero percent to one percent and a net sales decline of four percent to six percent compared to the same period in 2008, respectively, and an effective tax rate range of 31 percent to 32 percent. Assuming constant currency levels from the third quarter of 2008, the company's net sales growth range would be two percent to four percent and its diluted earnings per share range would be $0.86 to $0.89. The company's third quarter 2009 capital expenditures are expected to be in the range of $15 to $18 million.

Despite the stronger than expected volume points and earnings in the second quarter, the company is maintaining a cautious outlook for 2009 guidance reflecting current trends in volume point growth, assuming spot foreign currency rates as of late June 2009 for the balance of the year, higher cost of goods in the third quarter reflecting currency fluctuations over the past several months, coupled with a higher share base reflecting the dilutive nature of stock options due to current share price levels. Therefore, the company's new full year diluted earnings per share guidance of $2.97 to $3.03 (3) (4) (5) on volume point growth of zero to one percent and net sales decline of four percent to five percent compared to 2008, respectively, along with an effective tax rate range of 31 to 32 percent. Assuming constant currency levels from 2008, the company's net sales growth range would be two percent to four percent and its diluted earnings per share range would be $3.79 to $3.85. Full year 2009 capital expenditures are expected in the range of $55 million to $60 million.

3 Excludes the potential impact of expenses relating to the company's December 2008 restructuring
4 Excludes the accretion/dilution impact should the company elect to repurchase shares under its share repurchase program.
5 Excludes the potential impact of repatriating dollars from Venezuela at an exchange rate which differs from the official exchange rate

Second Quarter Earnings Conference Call

Herbalife's senior management team will host an investor conference call to discuss its second quarter 2009 financial results and provide an update on current business trends on Tuesday, August 4 at 8 a.m. PDT (11 a.m. EDT).

The dial-in number for this conference call for domestic callers is (866) 219-5268 and (703) 639-1120 for international callers. 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 (866) 837-8032 (domestic callers) and (703) 925-2474 (international callers) and entering access code 336024. 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 70 countries through a network of approximately 1.9 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

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;
    --  risks associated with operating internationally, including foreign
        exchange and devaluation risks;
    --  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.

RESULTS OF OPERATIONS:


Herbalife Ltd.

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

                              Quarter Ended         Six Months Ended

                              6/30/2009  6/30/2008  6/30/2009    6/30/2008

North America                 $ 138,389  $ 133,234  $ 261,464    $ 251,825

Mexico                          66,352     102,763    125,591      196,330

South and Central America       85,404     98,630     160,668      204,702

EMEA                            126,575    159,856    249,888      317,869

Asia Pacific                    114,539    106,417    228,483      210,095

China                           40,546     38,800     67,394       63,316

Worldwide net sales             571,805    639,700    1,093,488    1,244,137

Cost of Sales                   122,442    128,049    224,842      245,715

Gross Profit                    449,363    511,651    868,646      998,422

Royalty Overrides               186,750    215,300    362,282      428,020

SGA                             190,794    203,113    372,252      387,513

Operating Income                71,819     93,238     134,112      182,889

Interest Expense - net          1,338      3,167      3,050        6,957

Income before income taxes      70,481     90,071     131,062      175,932

Income Taxes                    22,228     22,991     41,267       46,485

Net Income                      48,253     67,080     89,795       129,447

Basic Shares                    61,642     64,282     61,583       64,301

Diluted Shares                  62,929     66,110     62,413       66,559

Basic EPS                     $ 0.78     $ 1.04     $ 1.46       $ 2.01

Diluted EPS                   $ 0.77     $ 1.01     $ 1.44       $ 1.94

Dividends declared per share  $ 0.20     $ 0.20     $ 0.40       $ 0.40




Herbalife Ltd.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

                                            Jun 30,        Dec 31,

                                              2009           2008

ASSETS

Current Assets:

Cash & cash equivalents                     $ 181,436      $ 150,847

Receivables, net                              78,711         70,002

Inventory, net                                125,870        134,392

Prepaid expenses and other current assets     89,540         89,214

Deferred income taxes                         42,003         40,313

Total Current Assets                          517,560        484,768

Property and equipment, net                   173,365        175,492

Deferred compensation plan assets             16,006         15,754

Deferred financing cost, net                  1,746          1,989

Marketing related intangibles                 310,060        310,060

Goodwill                                      110,677        110,677

Other assets                                  23,170         22,578

Total Assets                                $ 1,152,584    $ 1,121,318

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable                            $ 43,125       $ 41,084

Royalty Overrides                             128,916        130,369

Accrued compensation                          44,668         60,629

Accrued expenses                              106,979        104,795

Current portion of long term debt             13,387         15,117

Advance sales deposits                        30,260         12,603

Income taxes payable                          26,323         37,302

Total Current Liabilities                     393,658        401,899

Non-current liabilities

Long-term debt, net of current portion        300,578        336,514

Deferred compensation                         14,535         13,979

Deferred income taxes                         103,549        103,675

Other non-current liabilities                 24,290         23,520

Total Liabilities                             836,610        879,587

Contingencies

Shareholders' equity:

Common shares                                 122            123

Additional paid in capital                    207,385        197,715

Accumulated other comprehensive loss          (28,418   )    (28,614   )

Retained earnings                             136,885        72,507

Total Shareholders' Equity                    315,974        241,731

Total Liabilities and Shareholders' Equity  $ 1,152,584    $ 1,121,318




Herbalife Ltd.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

                                                   Six Months Ended

                                                     6/30/2009      6/30/2008

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                         $ 89,795       $ 129,447

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

Depreciation and amortization                        29,686         22,244

Deficiency (Excess) tax benefits from share-based    982            (12,878   )
payment arrangements

Share based compensation expenses                    10,024         8,721

Amortization of discount and deferred financing      244            238
costs

Deferred income taxes                                (1,657    )    586

Unrealized foreign exchange transaction loss         2,545          (2,876    )
(gain)

Other                                                154            737

Changes in operating assets and liabilities:

Receivables                                          (4,938    )    (12,719   )

Inventories                                          12,022         3,166

Prepaid expenses and other current assets            971            (24,109   )

Other assets                                         (679      )    (591      )

Accounts payable                                     1,202          6,280

Royalty overrides                                    (3,622    )    (2,821    )

Accrued expenses and accrued compensation            (19,587   )    (4,949    )

Advance sales deposits                               17,164         15,702

Income taxes payable                                 (12,599   )    (4,314    )

Deferred compensation plan liability                 557            4

NET CASH PROVIDED BY OPERATING ACTIVITIES            122,264        121,868

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property                                (26,801   )    (37,590   )

Proceeds from sale of property                       60             27

Deferred compensation plan assets                    (252      )    263

NET CASH USED IN INVESTING ACTIVITIES                (26,993   )    (37,300   )

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid                                       (24,617   )    (25,586   )

Borrowings from long-term debt                       59,000         40,000

Principal payments on long-term debt                 (97,009   )    (61,603   )

Share repurchases                                    (972      )    (94,193   )

(Deficiency) Excess tax benefits from share-based    (982      )    12,878
payment arrangements

Proceeds from exercise of stock options and sale     791            15,609
of stock under employee stock purchase plan

NET CASH USED IN FINANCING ACTIVITIES                (63,789   )    (112,895  )

EFFECT OF EXCHANGE RATE CHANGES ON CASH              (893      )    3,306

NET CHANGE IN CASH AND CASH EQUIVALENTS              30,589         (25,021   )

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

CASH AND CASH EQUIVALENTS, END OF PERIOD           $ 181,436      $ 162,386

CASH PAID DURING THE PERIOD

Interest paid                                      $ 6,560        $ 9,535

Income taxes paid                                  $ 54,473       $ 46,501

NON CASH ACTIVITIES

Assets acquired under capital leases and other     $ 327          $ 27,295
long-term debt




Herbalife Ltd

New Sales Leaders by Region

(Unaudited)

                         Three Months Ended June 30,  Six Months Ended June 30,

                         2009    2008    % Change     2009    2008     % Change

North America            10,633  13,129  (19.0)%      18,526  22,139   (16.3)%

Mexico                   6,316   8,212   (23.1)%      10,667  15,567   (31.5)%

South & Central America  8,121   13,128  (38.1)%      15,836  25,908   (38.9)%

EMEA                     6,704   8,522   (21.3)%      11,940  15,055   (20.7)%

Asia Pacific (excluding  13,183  11,367  16.0%        23,920  20,144   18.7%
China)

Total New Supervisors    44,957  54,358  (17.3)%      80,889  98,813   (18.1)%

New China Sales          6,771   7,867   (13.9)%      11,098  12,217   (9.2)%
Employees

Worldwide Total New      51,728  62,225  (16.9)%      91,987  111,030  (17.2)%
Sales Leaders (1)




Herbalife Ltd

Total Sales Leaders by Region

(Unaudited)

                                   As of June 30,

                                   2009     2008     % Change

North America                      77,212   80,277   (3.8  )%

Mexico                             58,372   71,464   (18.3 )%

South & Central America            78,652   84,830   (7.3  )%

EMEA                               61,695   69,832   (11.7 )%

Asia Pacific (excluding China)     77,021   70,885   8.7   %

Total Supervisors                  352,952  377,288  (6.5  )%

China Sales Employees              37,791   34,326   10.1  %

Worldwide Total Sales Leaders (1)  390,743  411,614  (5.1  )%

Note: (1) - We refer to supervisors who qualified in 69 countries under
our traditional marketing plan plus China sales employees collectively as
'Sales Leaders'.




Herbalife Ltd

Volume Points by Region

(Unaudited, In thousands)

                   Three Months Ended June 30,  Six Months Ended June 30,

                   2009     2008     % Change   2009       2008       % Change

North America      200,457  205,315  (2.4)%     386,955    383,418    0.9%

Mexico             124,270  152,848  (18.7)%    244,660    300,939    (18.7)%

South & Central    97,968   111,124  (11.8)%    200,542    230,001    (12.8)%
America

EMEA               117,346  128,960  (9.0)%     241,442    266,064    (9.3)%

Asia Pacific       125,410  110,413  13.6%      270,408    216,728    24.8%
(excluding China)

China              32,802   33,410   (1.8)%     53,634     54,092     (0.8)%

Worldwide          698,253  742,070  (5.9)%     1,397,641  1,451,242  (3.7)%




SUPPLEMENTAL INFORMATION

SCHEDULE A: FINANCIAL GUIDANCE

2009 Guidance

For the Three Months Ending September 30, 2009 and Twelve Months Ending
December 31, 2009

                              Three Months Ending  Twelve Months Ending

                              September 30, 2009   December 31, 2009

                              Low    High          Low    High

Volume point growth vs. 2008  0%     1%            0%     1%

Net sales growth vs. 2008     (6%)   (4%)          (5%)   (4%)

EPS (1) (2) (3)               $0.66  $0.69         $2.97  $3.03

Cap Ex ($ millions)           $15.0  $18.0         $55.0  $60.0

Effective Tax Rate            31.0%  32.0%         31.0%  32.0%

(1) Excludes the potential impact of expenses relating to the company's
    December 2008 restructuring.

(2) Excludes any accretion/dilution impact should the company elect to
    repurchase shares under its share repurchase program.

(3) Excludes the potential impact of repatriating dollars from Venezuela
    at an exchange rate that differs from the official exchange rate.





SCHEDULE B: NET SALES OF TOP 10 COUNTRIES

(In Millions)

               Q2 2009                                     Q2 2008

                                   FX                                          FX

                         Currency  Benefit                           Currency  Benefit

               Reported  Adjusted  (Loss)                  Reported  Adjusted  (Loss)

1   USA        $134.2    $134.2    $0.0     1   USA        $127.7    $127.7    $0.0

2   Mexico     $66.4     $84.8     ($18.4)  2   Mexico     $102.8    $98.5     $4.3

3   China      $40.5     $39.8     $0.7     3   China      $38.8     $35.2     $3.6

4   Brazil     $36.4     $45.6     ($9.2)   4   Brazil     $38.5     $32.1     $6.4

5   Taiwan     $35.5     $38.6     ($3.1)   5   Italy      $32.7     $28.2     $4.5

6   Italy      $31.0     $35.5     ($4.5)   6   Taiwan     $32.5     $29.9     $2.6

7   Korea      $24.8     $31.3     ($6.5)   7   Venezuela  $24.9     $24.9     $0.0

8   Venezuela  $21.0     $21.0     $0.0     8   Korea      $20.3     $22.2     ($1.9)

9   Malaysia   $14.5     $16.2     ($1.7)   9   Japan      $17.6     $15.1     $2.5

10  Japan      $11.2     $12.9     ($1.7)   10  France     $16.1     $13.9     $2.2

    Total of   $415.5    $459.9    ($44.4)      Total of   $451.9    $427.7    $24.2
    Top 10                                      Top 10

TOTAL NET      $571.8    $639.7    ($67.9)  TOTAL NET      $639.7    $599.5    $40.2
SALES                                       SALES

Note: Currency adjusted net sales use the prior year foreign currency rates to adjust
current year reported net sales figures.




SCHEDULE C: VOLUME POINTS FOR TOP 10 COUNTRIES

(In Millions)

                     Q2 2009                       Q2 2008

1   USA              194.3    1   USA              198.1

2   Mexico           124.3    2   Mexico           152.8

3   Brazil           41.6     3   Taiwan           38.2

4   Taiwan           39.9     4   Brazil           37.6

5   China            32.8     5   China            33.4

6   Korea            32.4     6   Italy            24.4

7   Italy            26.3     7   Korea            21.8

8   Venezuela        15.3     8   Venezuela        21.4

9   Malaysia         14.3     9   Japan            12.3

10  France           8.9      10  Peru             12.0

    Total of Top 10  530.1        Total of Top 10  552.0

TOTAL VOLUME POINTS  698.3    TOTAL VOLUME POINTS  742.1




SCHEDULE D: 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    Six Months Ended

                                   6/30/2009  6/30/2008  6/30/2009  6/30/2008

Net income, as reported            $48,253    $67,080    $89,795    $129,447

Restructuring Expenses associated
with realignment for growth        -          859        405        1,071
initiative (1)

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

Net income, as adjusted            $49,344    $67,939    $91,291    $130,518

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    Six Months Ended

                                   6/30/2009  6/30/2008  6/30/2009  6/30/2008

Diluted earnings per share, as     $0.77      $1.01      $1.44      $1.94
reported

Restructuring Expenses associated
with realignment for growth        -          0.02       0.01       0.02
initiative (1)

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

Diluted earnings per share, as     $0.78      $1.03      $1.46      $1.96
adjusted (2)



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


                                                      6/30/2009  12/31/2008

Total long-term debt (current and long-term portion)  $ 313,965  $ 351,631

Less: Cash and cash equivalents                         181,436    150,847

Net debt                                              $ 132,529  $ 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.

(2) Amounts may not total due to rounding




    Source: Herbalife Ltd.