CORRECTING and REPLACING Herbalife Ltd. Announces Fourth Quarter and Record Full Year 2008 Results

LOS ANGELES--(BUSINESS WIRE)-- First graph, first sentence in "First Quarter 2009 and Full Year 2009 Guidance" section should read: The company's initial first quarter 2009 diluted earnings per share guidance range is $0.58 to $0.62 on volume point decline of five percent to seven percent and a net sales decline of 15 percent to 17 percent compared to the same period in 2008, respectively, and an effective tax rate range of 28 percent to 29 percent. (sted: The company's initial first quarter 2009 diluted earnings per share guidance range is $0.58 to $0.62 on volume point decline of five percent to seven percent and a net sales decline of 15 percent to 17 percent compared to the same period in 2007, respectively, and an effective tax rate range of 28 percent to 29 percent.)

The corrected release reads:

HERBALIFE LTD. ANNOUNCES FOURTH QUARTER AND RECORD FULL YEAR 2008 RESULTS

Herbalife Ltd. (NYSE: HLF) today reported fourth quarter 2008 net sales of $512.9 million, a decrease of 11.3 percent compared to the same period of 2007. Net sales performance in the quarter was negatively impacted by unprecedented currency fluctuations that reduced net sales by 856 basis points resulting in local currency year-over-year sales decline of 2.7 percent. For the quarter ended December 31, 2008, the company reported net income of $33.7 million, or $0.53 per diluted share, compared to $53.8 million, or $0.77 per diluted share in the fourth quarter of 2007, reflecting less contribution margin due to net sales declines, higher selling, general and administration expenses, partially offset by a lower effective tax rate, and accretion from our share repurchase program. Excluding the impact from adjusting items in both periods (1), adjusted net income was $43.4 million, or $0.69 in adjusted diluted earnings per share, reflecting a decrease of 21.3 percent and 12.7 percent, respectively, compared to 2007.

For the year ended December 31, 2008, the company reported record net sales of $2.4 billion, an increase of 9.9 percent compared to the same period of 2007. For the year ended December 31, 2008, the company reported record net income of $221.2 million, or $3.36 per diluted share, compared to $191.5 million, or $2.63 per diluted share in 2007. Excluding the impact from adjusting items in both periods (1), adjusted net income was $232.1 million, or $3.53 in adjusted diluted earnings per share, an increase of 18.0 percent and 30.3 percent, respectively, compared to 2007.

"While 2008 was a record year for many of our financial metrics including net sales, operating profit and earnings per share, due to a combination of factors including the weakening global economy, volatile foreign currency markets and softer volume trends in certain key markets during the fourth quarter, we ended the year on a soft note. While we remain very confident in the long term prospects for our company, we are not satisfied with the recent volume trends and corresponding financial performance," said Chairman and Chief Executive Officer Michael O. Johnson. "In December, we announced a restructuring program that we believe will help improve alignment with, and service to, our distributors, as well as reduce workload in the organization and right-size our cost structure. Our business has the potential to thrive during economic downturns because we offer an opportunity for part-time or full-time income along with an attractively priced product. In addition, our products offer a healthy low-calorie meal along with nutritional supplements and weight-management products in the midst of a global obesity epidemic. Our message to distributors is straightforward; there has never been a better time to introduce someone to Herbalife."

Net sales performance in the fourth quarter was partly attributable to declines in the company's top 10 markets, which were collectively down 8.1 percent versus the same period in the prior year. However excluding the unfavorable currency impact during the quarter, net sales performance for the top 10 markets was flat. In local currency, four of these top markets produced double-digit net sales gains including China, up 48.6 percent; Brazil, up 15.0 percent; Korea, up 33.7 percent; and Taiwan, up 13.4 percent. The United States, the company's top market, posted flat sales growth in the quarter.

During the fourth quarter 2008 we added 45,657 new Sales Leaders (2), which is 19.5 percent lower than the same period in the prior year. However, total Sales Leaders (2) increased 6.6 percent to 505,094 which reflects stronger recruiting earlier in the fiscal year. During the fourth quarter 2008, the company's President's Team membership increased 10.3 percent to 1,184 members versus the fourth quarter of 2007 and our prestigious Chairman's Club membership increased 12.5 percent to 36 members, versus the fourth quarter of 2007. The company also recognized the achievement of its first Brand Ambassador in China, the most senior level in that market.

The company produced cash flow from operations of $273.0 million for the full year 2008, and invested $106.8 million in capital expenditures, primarily in its global roll-out of Oracle along with additional technology investments to support improvements in distributor services as well as facility upgrades and expansions. In addition, the company repurchased 2.4 million shares during the fourth quarter of 2008. From the inception of the stock repurchase program in April 2007, the company has repurchased 13.7 million shares at an aggregate cost of $502.8 million, representing approximately 18 percent of the fully diluted share base since the initial authorization.

1 See Schedule D - "Reconciliation of Non-GAAP Financial Measures" for more detail

2 See Schedule titled "New Sales Leaders by Region" and "Total Sales Leaders by Region" for more detail

Business Highlights

During the fourth quarter the company opened four new markets - Honduras, Nicaragua, Guatemala, and Ecuador. Honduras, Nicaragua, and Guatemala are part of the company's Mexico and Central America region while Ecuador is part of the South America region.

In addition, the company hosted one Extravaganza during the fourth quarter, in Los Angeles, California, which was attended by over 13,000 distributors. To keep our U.S. distributors engaged post-Extravaganza and in the midst of the economic slowdown, the company hosted a "Doctor's Tour" featuring Dr. Luigi Gratton who traveled to 11 cities and met with close to 10,000 distributors. In addition, during January, the company hosted a "Why Herbalife, Why Now" tour featuring our chairman and CEO who traveled to seven cities and met with over 13,000 distributors. In addition our regional management team and distributor leaders have met with thousands more distributors and potential distributors throughout our Europe, Middle East and Africa, Mexico and Central America, South America and Asia Pacific regions. We have also hosted three Extravaganzas so far during the first quarter of 2009 with over 18,000 distributors in attendance.

"Our company is well positioned for continued success during these uncertain times. We have a financially strong company, a pristine balance sheet, a global brand, broad geographic diversification and 29 years of success," concluded Johnson.

Fourth Quarter 2008 Regional Performance


                      (Decrease)/             (Decrease)/  Total    (Decrease)/
Region    Net Sales                New Sales               Sales
          (Mil)       Increase     Leaders    Increase     Leaders  Increase
                      (Y/Y)                   (Y/Y)                 (Y/Y)

EMEA      $117.4      (18.9%)      6,025      (21.9%)      80,279   (10.6%)

North     $109.3      (0.3%)       9,655      (10.4%)      98,263   10.1%
America

Asia      $97.0       (4.5%)       10,229     (0.3%)       90,327   1.5%
Pacific

South     $78.8       (20.7%)      8,247      (42.4%)      102,901  13.0%
America

Mexico &
Central   $69.9       (28.5%)      4,739      (45.3%)      85,088   (8.0%)
America

China     $40.5       61.4%        6,762      34.9%        48,236   116.4%



The Europe, Middle East and Africa (EMEA) region reported net sales of $117.4 million in the fourth quarter of 2008, down 18.9 percent versus the same period of 2007. Unfavorable currency fluctuations negatively impacted EMEA's net sales results by 10.0 percentage points; therefore net sales in local currency decreased 8.9 percent. Top markets within the region that reported year-over-year net sales declines during the fourth quarter of 2008 included Italy, down 6.7 percent; France, down 14.5 percent; Spain, down 48.2 percent; Netherlands, down 6.0 percent; and Germany, down 33.0 percent. As a result of the unfavorable currency fluctuations, Russia was the region's only market that reported double-digit net sales growth during the fourth quarter of 2008, up 17.1 percent as compared to the fourth quarter of 2007. New Sales Leaders in the region of 6,025, during the quarter ended December 31, 2008, decreased 21.9 percent versus the same period last year. Total Sales Leaders in the region, as of December 31, 2008, decreased 10.6 percent to 80,279 versus December 31, 2007.

The North America region reported net sales of $109.3 million in the fourth quarter of 2008, essentially flat versus the same period of 2007. Unfavorable foreign currency fluctuations negatively impacted the region's net sales growth by 0.7 percentage points; therefore net sales in local currency increased 0.4 percent. New Sales Leaders in the region of 9,655, during the quarter ended December 31, 2008, decreased 10.4 percent versus the same period last year. Total Sales Leaders in the region, as of December 31, 2008, increased 10.1 percent to 98,263 versus December 31, 2007.

The Asia Pacific region, which now excludes China, reported net sales of $97.0 million in the fourth quarter of 2008, down 4.5 percent over the same period of 2007. Unfavorable currency fluctuations negatively impacted Asia Pacific's net sales growth by 13.3 percentage points; therefore net sales in local currency increased 8.7 percent. The decrease in this region is attributable to net sales declines in Japan, down 24.1 percent; Australia, down 43.4 percent; Thailand, down 26.5 percent; and Korea, down 8.8 percent, in each case as compared with the same period in 2007. These net sales declines were partially offset by gains in other markets including Taiwan, up 11.7 percent; and Malaysia, up 32.4 percent, in each case as compared with the same period in 2007. New Sales Leaders in the region of 10,229, during the quarter ended December 31, 2008, decreased 0.3 percent versus the same period last year. Total Sales Leaders as of December 31, 2008 increased 1.5 percent to 90,327 versus December 31, 2007.

The South America region reported net sales of $78.8 million in the fourth quarter of 2008, down 20.7 percent versus the same period of 2007. Unfavorable currency fluctuations negatively impacted South America's net sales growth by 10.9 percentage points; therefore net sales in local currency decreased 9.8 percent. The decrease in net sales for the region was attributable to net sales declines in all markets except Colombia, which increased 47.6 percent versus the same period last year. In Brazil, the region's largest market, net sales decreased 9.9 percent versus fourth quarter 2007, but were negatively impacted 25.0 percentage points due to the unfavorable fluctuation in the Brazilian Real. Excluding this unfavorable currency fluctuation, net sales in Brazil increased 15.1 percent during the quarter. We believe the continued positive growth, excluding currency fluctuations, reflect a turnaround for Brazil and provide validation of transforming a market by using the daily consumption model. New Sales Leaders in the region of 8,247, during the quarter ended December 31, 2008, were 42.4 percent lower than the same period last year. Total Sales Leaders in the region, as of December 31, 2008, increased 13.0 percent to 102,901 versus December 31, 2007.

The Mexico and Central America region reported net sales of $69.9 million in the fourth quarter of 2008, down 28.5 percent versus the same period of 2007. Unfavorable currency fluctuations negatively impacted Mexico and Central America's net sales results by 13.4 percentage points; therefore net sales in local currency decreased 15.1 percent. Mexico, the largest market in the region, had a sales decrease of 31.0 percent as compared with the same period in 2007. Excluding currency fluctuations, net sales for Mexico decreased 17.4 percent.

During the third quarter of 2008 the company began collecting a Value Added Tax (VAT) in Mexico that has negatively impacted our financial results. Distributors in Mexico previously paid zero percent VAT on their purchases for most of our products. This effective price increase impacted approximately 58 percent of our volume in the Mexican market adversely affecting sales in Nutrition Clubs, which are retail price-sensitive, and as a result has caused volumes to decline from pre-VAT levels. We are in the process of challenging this assessment on several fronts, however while 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 and Central America region of 4,739, during the quarter ended December 31, 2008, were 45.3 percent lower than the same period last year. Total Sales Leaders in the region, as of December 31, 2008, decreased 8.0 percent to 85,088 versus December 31, 2007.

China reported net sales of $40.5 million in the fourth quarter of 2008, up 61.4 percent over the same period of 2007. Favorable foreign currency fluctuations positively impacted China's net sales growth by 12.7 percentage points; therefore net sales in local currency increased 48.6 percent. New Sales Employees in China of 6,762, during the quarter ended December 31, 2008, increased 34.9 percent versus the same period last year. Total Sales Employees, as of December 31, 2008, increased 116.4 percent to 48,236 versus December 31, 2007.

2008 Annual Supervisor Requalification

In February of each year, we remove from the rank of supervisor those individuals who did not satisfy the supervisor qualification requirements during the preceding 12 months. Distributors who meet the supervisor requirements at any time during the year are promoted to supervisor status at that time, including any supervisors who were removed, but who subsequently re-qualified. For the latest twelve month re-qualification period ending January 2009, approximately 40.3 percent of our supervisors re-qualified.

First Quarter 2009 and Full Year 2009 Guidance

The company's initial first quarter 2009 diluted earnings per share guidance range is $0.58 to $0.62 on volume point decline of five percent to seven percent and a net sales decline of 15 percent to 17 percent compared to the same period in 2008, respectively, and an effective tax rate range of 28 percent to 29 percent (3) (4). Our first quarter 2009 capital expenditures are expected to be in the range of $15 to $20 million.

Based on softer than anticipated fourth quarter business trends, coupled with a more cautious 2009 volume outlook, and current foreign currency rates, we are lowering our 2009 EPS guidance range by 10 cents. Our new 2009 diluted earnings per share guidance range is $2.90 to $3.10 on volume point growth of negative one percent to positive one percent and net sales decline of five percent to seven percent compared to 2008, respectively, and an effective tax rate range of 28.0 to 29.0 percent (3) (4). Full year 2009 capital expenditures are expected in the range of $55 million to $60 million.

3 Excludes the impact of expenses expected to be incurred in 2009 relating to the company's December 2008 restructuring.

4 Excludes the impact of an expected first quarter 2009 tax settlement with a foreign government.

Fourth Quarter Earnings Conference Call

Herbalife's senior management team will host an investor conference call to discuss its fourth quarter and full year 2008 financial results and provide an update on current business trends on Wednesday, February 25, 2009 at 8 a.m. PT (11 a.m. ET).

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. 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 over 1.9 million independent distributors. The company supports the Herbalife Family Foundation and its Casa Herbalife program to bring good nutrition to children. Please visit Herbalife Investor Relations for additional financial information.

Disclosure Regarding Forward-Looking Statements

Except for historical information contained herein, the matters set forth in this press release are "forward-looking statements." 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 similar tax regulations;
    --  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)

                            Quarter Ended           Year Ended

                            12/31/2008  12/31/2007  12/31/2008   12/31/2007

North America               $ 109,277   $ 109,556   $ 496,942    $ 438,689

Mexico & Central America      69,952      97,828      375,188      384,626

South America                 78,777      99,305      360,569      300,145

EMEA                          117,400     144,688     570,703      567,712

Asia Pacific                  96,959      101,571     410,789      378,707

China                         40,512      25,149      145,022      75,960

Worldwide net sales           512,877     578,097     2,359,213    2,145,839

Cost of Sales                 96,061      113,851     458,396      438,382

Gross Profit                  416,816     464,246     1,900,817    1,707,457

Royalty Overrides             168,375     204,845     796,718      760,110

SGA                           187,573     173,742     771,847      634,190

Operating Income              60,868      85,659      332,252      313,157

Interest Expense - net        2,858       3,354       13,222       10,573

Income before income taxes    58,010      82,305      319,030      302,584

Income Taxes                  24,351      28,472      97,840       111,133

Net Income                    33,659      53,833      221,190      191,451

Basic Shares                  62,707      67,219      63,785       69,497

Diluted Shares                63,187      70,042      65,769       72,714

Basic EPS                   $ 0.54      $ 0.80      $ 3.47       $ 2.75

Diluted EPS                 $ 0.53      $ 0.77      $ 3.36       $ 2.63




Herbalife Ltd.

Consolidated Balance Sheets

(In thousands)

                                            Dec 31,        Dec 31,

                                              2008           2007

ASSETS

Current Assets:

Cash & cash equivalents                     $ 150,847      $ 187,407

Receivables                                   70,002         58,729

Inventory, net                                134,392        128,648

Prepaid expenses                              89,214         72,193

Deferred income taxes                         40,313         40,119

Total Current Assets                          484,768        487,096

Property and equipment, net                   175,492        121,027

Deferred compensation plan assets             15,754         19,315

Deferred financing cost, net                  1,989          2,395

Marketing related intangibles                 310,060        310,060

Goodwill                                      110,677        111,477

Other assets                                  22,578         15,873

Total Assets                                $ 1,121,318    $ 1,067,243

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable                            $ 41,084       $ 35,377

Royalty Overrides                             130,369        127,227

Accrued compensation                          60,629         54,067

Accrued expenses                              104,795        114,083

Current portion of long term debt             15,117         4,661

Advance sales deposits                        12,603         11,599

Income taxes payable                          37,302         28,604

Total Current Liabilities                     401,899        375,618

Non-current liabilities

Long-term debt, net of current portion        336,514        360,491

Deferred compensation                         13,979         20,233

Deferred income taxes                         103,765        107,584

Other non-current liabilities                 23,520         21,073

Total Liabilities                             879,587        884,999

Shareholders' equity:

Common shares                                 123            129

Additional paid in capital                    197,715        160,872

Accumulated other comprehensive loss          (28,614   )    (3,947    )

Retained earnings                             72,507         25,190

Total Shareholders' Equity                    241,731        182,244

Total Liabilities and Shareholders' Equity  $ 1,121,318    $ 1,067,243




Herbalife Ltd.

Consolidated Statements of Cash Flow

(In Thousands)

                                        Year Ended December 31,

                                          2008          2007          2006

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                              $ 221,190     $ 191,451     $ 143,139

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

Depreciation and amortization             48,732        35,115        29,995

Excess tax benefits from share-based      (14,602  )    (19,447  )    (20,179  )
payment arrangements

Stock based compensation expenses         17,788        12,904        11,298

Amortization of discount and deferred     481           335           340
financing costs

Deferred income taxes                     (4,103   )    3,344         (19,544  )

Unrealized foreign exchange               15,243        (13,009  )    (4,905   )
transaction loss (gain)

Write-off of deferred financing costs     -             204           7,116
& unamortized discounts

Other                                     1,963         1,391         141

Changes in operating assets and
liabilities:

Receivables                               (18,529  )    (2,381   )    (12,228  )

Inventories                               (27,572  )    26,765        (29,943  )

Prepaid expenses and other current        (23,966  )    (28,149  )    (737     )
assets

Other assets                              1,800         (3,967   )    (3,223   )

Accounts payable                          8,922         (7,595   )    (1,886   )

Royalty overrides                         13,375        5,751         26,325

Accrued expenses and accrued              12,412        16,577        31,543
compensation

Advance sales deposits                    1,917         (501     )    (17      )

Income taxes payable                      24,191        49,956        24,192

Deferred compensation plan liability      (6,254   )    2,067         3,020

NET CASH PROVIDED BY OPERATING            272,988       270,811       184,447
ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property                     (88,601  )    (41,942  )    (62,460  )

Proceeds from sale of property            76            260           111

Deferred compensation plan assets         3,561         (1,708   )    (4,459   )

NET CASH USED IN INVESTING ACTIVITIES     (84,964  )    (43,390  )    (66,808  )

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid                            (50,700  )    (41,535  )    -

Borrowings from long-term debt            118,000       293,700       215,000

Principal payments on long-term debt      (167,481 )    (122,216 )    (134,528 )

Repurchases of 9 1/2% Notes and 11 ¾%    -             -             (165,137 )
Notes

Increase in deferred financing costs      (75      )    (871     )    (2,331   )

Share repurchases                         (138,921 )    (365,783 )    -

Excess tax benefits from share-based      14,602        19,447        20,179
payment arrangements

Exercise of stock options                 19,508        13,747        11,773

NET CASH USED IN FINANCING ACTIVITIES     (205,067 )    (203,511 )    (55,044  )

EFFECT OF EXCHANGE RATE CHANGES ON        (19,517  )    9,174         3,480
CASH

NET CHANGE IN CASH AND CASH               (36,560  )    33,084        66,075
EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING    $ 187,407     $ 154,323     $ 88,248
OF PERIOD

CASH AND CASH EQUIVALENTS, END OF       $ 150,847     $ 187,407     $ 154,323
PERIOD

CASH PAID DURING THE YEAR

Interest paid                           $ 17,735      $ 14,799      $ 39,826

Income taxes paid                       $ 73,939      $ 62,431      $ 64,533

NON CASH ACTIVITIES

Assets acquired under capital leases    $ 36,048      $ 7,085       $ 4,410
and other long-term debt




Herbalife Ltd

New Sales Leaders by Region

(Unaudited)

              Three Months Ended                Twelve Months Ended

              12/31/2008  12/31/2007  % chg     12/31/2008  12/31/2007  % chg

Asia Pacific  10,229      10,256      (0.3  %)  40,905      40,174      1.8   %

Mexico and
Central       4,739       8,660       (45.3 %)  27,721      34,093      (18.7 %)
America

EMEA          6,025       7,719       (21.9 %)  27,132      31,831      (14.8 %)

North         9,655       10,774      (10.4 %)  43,517      42,473      2.5   %
America

South         8,247       14,318      (42.4 %)  43,741      46,123      (5.2  %)
America

Sub-total     38,895      51,727      (24.8 %)  183,016     194,694     (6.0  %)
Supervisors

China Sales
Employees     6,762       5,012       34.9  %   26,262      15,365      70.9  %
(1)

Worldwide
Sales         45,657      56,739      (19.5 %)  209,278     210,059     (0.4  %)
Leaders (2)




Herbalife Ltd

Total Sales Leaders by Region

(Unaudited)

                             12/31/2008  12/31/2007  % chg

Asia Pacific                 90,327      88,959      1.5   %

EMEA                         80,279      89,821      (10.6 %)

Mexico and Central America   85,088      92,441      (8.0  %)

North America                98,263      89,282      10.1  %

South America                102,901     91,052      13.0  %

Sub-total Supervisors        456,858     451,555     1.2   %

China Sales Employees (1)    48,236      22,291      116.4 %

Worldwide Sales Leaders (2)  505,094     473,846     6.6   %

       (1) - China sales employees represent the cumulative total employed
       sales force, active and inactive, operating under our China marketing
Note:  plan where we sell our products through retail stores. We will begin an
       annual re-evaluation process commencing in early 2009. We anticipate a
       reduction in this figure following this annual re-evaluation process.

       (2) - 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 Month Ended                 Twelve Month Ended

               12/31/2008  12/31/2007  % chg     12/31/2008  12/31/2007  % chg

Asia Pacific   113,147     103,214     9.6   %   438,714     403,975     8.6  %

China          31,578      21,293      48.3  %   115,895     64,413      79.9 %

EMEA           114,791     127,611     (10.0 %)  497,073     529,744     (6.2 %)

Mexico and
Central        120,583     152,154     (20.7 %)  576,611     611,200     (5.7 %)
America

North America  164,248     170,395     (3.6  %)  750,437     680,900     10.2 %

South America  91,429      124,740     (26.7 %)  399,900     397,902     0.5  %

Worldwide      635,776     699,407     (9.1  %)  2,778,630   2,688,134   3.4  %
Volume Points



SUPPLEMENTAL INFORMATION


SCHEDULE A: FINANCIAL GUIDANCE

2009 Guidance

For the Three Months Ending March 31, 2009 and Twelve Months Ending
December 31, 2009

                             Three Months Ending  Twelve Months Ending

                             March 31, 2009       December 31, 2009

                             Low    High          Low    High

Volume point growth vs. 2008 (7%)   (5%)          (1%)   1%

Net sales growth vs. 2008    (17%)  (15%)         (7%)   (5%)

EPS (1) (2) (3)              $0.58  $0.62         $2.90  $3.10

Cap Ex ($ mm's)              $15.0  $20.0         $55.0  $60.0

Effective Tax Rate (2)       28.0%  29.0%         28.0%  29.0%

(1)  Excludes the impact of expenses expected to be incurred in 2009
     relating to the company's December 2008 restructuring.

(2)  Excludes the impact of an expected first quarter tax settlement with a
     foreign government.

     Excludes any accretion/dilution impact should the company elect to
(3)  repurchase the remaining $97 million of its $600MM share repurchase
     program.





SCHEDULE B: NET SALES OF TOP 10 COUNTRIES

(In Millions)

               Q4 2008                                     Q4 2007

                         Currency  FX                                Currency  FX
               Reported            Benefit                 Reported            Benefit
                         Adjusted  (Loss)                            Adjusted  (Loss)

1   USA        $105.0    $105.0    $0.0     1   USA        $105.0    $105.0    $0.0

2   Mexico     $64.2     $76.9     ($12.7)  2   Mexico     $93.0     $92.7     $0.3

3   China      $40.5     $37.3     $3.2     3   Brazil     $37.9     $31.4     $6.5

4   Brazil     $34.1     $43.6     ($9.5)   4   Taiwan     $29.9     $29.5     $0.4

5   Taiwan     $33.4     $33.9     ($0.5)   5   China      $25.1     $23.8     $1.3

6   Italy      $23.1     $25.4     ($2.3)   6   Italy      $24.8     $22.0     $2.8

7   Korea      $15.9     $23.4     ($7.5)   7   Venezuela  $21.6     $21.6     $0.0

8   Japan      $15.0     $16.4     ($1.4)   8   Japan      $19.8     $19.0     $0.8

9   Venezuela  $14.1     $14.1     $0.0     9   Korea      $17.5     $17.1     $0.4

10  France     $10.9     $11.9     ($1.0)   10  Spain      $15.4     $13.7     $1.7

    Total of   $356.2    $387.9    ($31.7)      Total of   $390.0    $375.8    $14.2
    Top 10                                      Top 10

TOTAL NET      $512.9    $562.4    ($49.5)  TOTAL NET      $578.1    $548.1    $30.0
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)

                     Q4 2008                       Q4 2007

1   USA              158.1    1   USA              164.2

2   Mexico           112.9    2   Mexico           146.6

3   Brazil           44.8     3   Brazil           39.7

4   Taiwan           42.2     4   Taiwan           36.3

5   China            31.6     5   Venezuela        28.8

6   Korea            22.2     6   China            21.3

7   Italy            20.3     7   Italy            19.7

8   Venezuela        12.3     8   Korea            16.2

9   Russia           11.6     9   Argentina        15.8

10  Malaysia         10.6     10  Japan            14.8

    Total of Top 10  466.6        Total of Top 10  503.4

TOTAL VOLUME POINTS  635.8    TOTAL VOLUME POINTS  699.4




SCHEDULE D: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

(Dollars in Thousands, Except Per Share Data)

4Q 2008 vs. 4Q 2007

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

                                                          12/31/2008  12/31/2007

Net income, as reported                                   $33,659     $53,832

Tax benefit resulting from an international income tax    -           (1,470)
audit settlement

Restructuring / Expenses associated with realignment for  3,636       2,768
growth initiative

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

Net income, as adjusted                                   $43,392     $55,130

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

                                                          12/31/2008  12/31/2007

Diluted earnings per share, as reported                   $0.53       $0.77

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

Restructuring / Expenses associated with realignment for  0.06        0.04
growth initiative

Increase in tax valuation allowance on deferred tax       0.10        -
assets

Diluted earnings per share, as adjusted                   $0.69       $0.79




SCHEDULE D: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - cont.

(Unaudited)

(Dollars in Thousands, Except Per Share Data)

2008 vs. 2007

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:

                                                          Twelve Months Ended

                                                          12/31/2008  12/31/2007

Net income, as reported                                   $221,190    $191,451

Tax benefit resulting from an international income tax    -           (2,079)
audit settlement

Restructuring / Expenses associated with realignment for  4,769       3,757
growth initiative

Increase in tax reserves                                  -           3,565

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

Net income, as adjusted                                   $232,056    $196,694

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:

                                                          Twelve Months Ended

                                                          12/31/2008  12/31/2007

Diluted earnings per share, as reported                   $3.36       $2.63

Tax benefit resulting from an international income tax    -           (0.03)
audit settlement

Restructuring / Expenses associated with realignment for  0.07        0.05
growth initiative

Increase in tax reserves                                  -           0.05

Increase in tax valuation allowance on deferred tax       0.09        -
assets

Diluted earnings per share, as adjusted                   $3.53       $2.71

Note: Amounts may not total due to rounding.




    Source: Herbalife Ltd.