ANNUAL 2014REPORT DEAR FELLOW SHAREHOLDERS, Our results in 2014 reflect our ongoing transition to being a more consumer-focused organization. This trans- formation is creating a stronger, more consumer friendly Herbalife – and one that is evolving and getting better every day. Critical to our transformation has been the focus of Herbalife and our members on daily consumption, as well as our emphasis on bringing new sales leaders into the company in a more sustainable way than in the past. In 2014 over two thirds of our markets enjoyed growth in volume points, resulting in record volume points of 5.4 billion, an increase of 2% over 2013. Our average active sales leaders were up 9% for the full year. We achieved record net sales for the year of $5 billion and full year adjusted EPS for 2014 was up 10.4 percent over 2013, to $5.93. Cash flow from operations was over $500 million, and we invested $156.7 million in capital expenditures, including our new facility in Winston-Salem. At Herbalife, creating shareholder value is a key objective for our management team and our board of directors, and 2014 saw us pay dividends of $30.4 million and repurchase approximately $1.3 billion in common shares outstanding under our share repurchase program. We achieved a record – and what we believe is an industry leading – retention rate of 54.2%, with 57 markets achieving sales leader retention of 60 percent or greater. We grew our Member base by 8% to 4 million, and we also had more customers in 2014 than at any time in our 35-year history. The personal relationship that develops between our Members and their customers is unique and is what sets us apart from other companies. Our Mem- bers are bringing a combination of products, services – and most importantly, results – to people in a way that does not exist anywhere else. This is why consumers are coming to Herbalife in greater numbers than ever before. In 2014 we accelerated our strategy of increasing the ‘quality of our sales leaders’ because we believe it is the right thing for the long terms sustainability and growth of our company. Those leaders who develop their busi- nesses over time are more productive and successful, and stay with Herbalife for the long term, and we now have 69 countries with 50 percent or more of their sales leaders entering the business over the 3-12 month period. The strength we are seeing in those markets that have already gone through this transition and implemented the enhancements to the marketing plan, gives us confidence that we have the right strategy and are executing effec- tively as we continue to roll out these changes globally. In 2014 we sold over 65 million canisters of our very popular Formula 1 nutritional shake, and as the number one company in the meal replacement shake category, with 31% of the global market, we are well positioned to bene- fit from the projected long-term growth of the category. Today, we have tens of thousands of Herbalife clubs, offices and fit-camps around the world, places where members and customers connect to share their journey to better health and fitness. What this tells you is that Herbalife is about products, experiences and the unique men- torship and support that our Members bring to their customers. In line with our previously stated global commitment to our “seed to feed” strategy that will see us manufacture 65% of our products in-house by the end of 2015, our 800,000 square foot innovation and manufacturing facility in Winston-Salem, North Carolina, began production in May, and will have created more than 500 jobs by the end of this year. In China, we reached agreement to lease an approximately 400,000 square foot manufacturing facility in the Nanjing province, which will be our third and biggest facility in China. As part of our dedication to quality, 2014 also saw our two US manufacturing facilities receive third part quality accreditation through NSF International, and our laboratories in Torrance received ISO 17025 certification for quality as part of a broader program to certify all our facilities. Thirty-five years ago, Herbalife began changing people’s lives with a mission for nutrition and an opportunity for additional income. As we celebrate this milestone together with the millions of people who have benefitted from Herbalife in communities around the world, we remain well positioned to benefit from several important long- term macro trends, such as climbing obesity rates, aging populations and stubbornly high under-employment rates. Our theme in this anniversary year is ’35 years of inspiring results’, and we continue to be a results-driven busi- ness and are confident that all we are doing will create greater long-term value for our members, customers, employees and shareholders. Thank you for your continuing confidence and support, MICHAEL O. JOHNSON Chairman and Chief Executive Officer, Herbalife UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LTD. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-0377871 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. Box 309GT (Zip Code) Ugland House, South Church Street Grand Cayman, Cayman Islands (Address of Principal Executive Offices) (213) 745-0500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Shares, par value $0.001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229,405 of this chap- ter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting com- pany” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ (Do not check if a smaller reporting company) Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í There were 92,127,128 common shares outstanding as of February 18, 2015. The aggregate market value of the Regis- trant’s common shares held by non-affiliates was approximately $2,585 million as of June 30, 2014, based upon the last reported sales price on the New York Stock Exchange on that date of $64.54. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2014, are incorporated by reference in Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS Page PART I Item 1. Business ................................................................ 4 Item 1a. Risk Factors ............................................................. 19 Item 1b. Unresolved Staff Comments ................................................. 36 Item 2. Properties ............................................................... 36 Item 3. Legal Proceedings ......................................................... 36 Item 4. Mine Safety Disclosure .................................................... 36 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities ............................................... 37 Item 6. Selected Financial Data .................................................... 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................................... 42 Item 7a. Quantitative and Qualitative Disclosures About Market Risk ....................... 74 Item 8. Financial Statements and Supplementary Data .................................. 76 Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure ............................................................... 76 Item 9a. Controls and Procedures .................................................... 76 Item 9b. Other Information ......................................................... 77 PART III Item 10. Directors, Executive Officers and Corporate Governance .......................... 77 Item 11. Executive Compensation ................................................... 77 Item 12.