August 1, 2011
Grand Cayman, Cayman Islands
Ladies and Gentlemen:
been furnished with a copy of the quarterly report on Form 10-Q of
Herbalife Ltd. (the
Company) as of and for the three months and six months ended June 30, 2011, and have read the Companys
statements contained in note 2 to the condensed consolidated financial statements included therein.
As stated in note 2, the Company changed its method of accounting for excess tax benefits
recognized as a result of the exercise of employee stock options,
stock appreciation rights (SARs),
and other share-based equity grants, from the tax-law-ordering method to the with-and-without
method and states that the newly adopted accounting principle is preferable in the circumstances
because it better reflects the Companys ongoing operations. The with-and-without method separately
determines the impact of the tax benefit from share-based compensation after considering the tax
effects related to the Companys ongoing operations. In accordance with your request, we have
reviewed and discussed with Company officials the circumstances and business judgment and planning
upon which the decision to make this change in the method of accounting was based.
We have not audited any financial statements of the Company as of any date or for any period
subsequent to December 31, 2010, nor have we audited the information set forth in the
aforementioned note 2 to the condensed consolidated financial statements; accordingly, we do not
express an opinion concerning the factual information contained therein.
With regard to the aforementioned accounting change, authoritative criteria have not been
established for evaluating the preferability of one acceptable method of accounting over another
acceptable method. However, for purposes of the Companys compliance with the requirements of the
Securities and Exchange Commission, we are furnishing this letter.
Based on our review and discussion, with reliance on managements business judgment and planning,
we concur that the newly adopted method of accounting is preferable in the Companys circumstances.
Very truly yours,
/s/ KPMG LLP