Herbalife to Nominate Three Additional Icahn Designees to Board

  Herbalife to Nominate Three Additional Icahn Designees to Board

Business Wire

LOS ANGELES -- March 24, 2014

Herbalife (NYSE: HLF) today announced that it has amended and restated its
agreement with Carl C. Icahn, Icahn Enterprises Holdings L.P. and certain
related entities (collectively the "Icahn Parties"), which beneficially own,
in the aggregate, 17,000,000 shares of Herbalife common stock, representing
approximately 16.8% of the company's outstanding shares. As part of the
agreement, Herbalife will nominate three designees of the Icahn Parties,
Hunter C. Gary, Jesse A. Lynn and James L. Nelson, for election to Herbalife’s
board of directors at its 2014 Annual General Meeting of Shareholders,
currently scheduled for April 29, 2014 ("the Annual Meeting"). Messrs. Gary
and Lynn are employees of Icahn Enterprises L.P., and will be nominated for
election to the Class I directorships currently held by Carole Black and
Michael Levitt, whose three-year terms end at the Annual Meeting. Colombe M.
Nicholas intends to resign from Herbalife’s board, and Mr. Nelson, who is an
independent director of Icahn Enterprises L.P., will be nominated for election
to serve the remainder of the term of Ms. Nicholas’ Class II directorship.
These three nominations are in addition to the two representatives of the
Icahn Parties currently on the board. The size of the board will remain at
thirteen directors.

Under the terms of the amended and restated agreement, the Icahn Parties have
agreed, among other things, to continue to abide by certain standstill
provisions and vote their shares in support of all of the board's director
nominees at the upcoming Annual Meeting. The Icahn Parties continue to have
the right to increase the size of their ownership position in Herbalife up to
25% of the outstanding common stock. A copy of the agreement with further
detail will be attached to a Current Report on Form 8-K to be filed by
Herbalife with the Securities and Exchange Commission.

"This is a very positive agreement and we appreciate the Icahn Parties’ shared
confidence in Herbalife’s continued success," said Michael O. Johnson,
chairman and chief executive officer of Herbalife. "The current Icahn
representatives have brought considerable insight and experience to our board
and we look forward to working with the additional representatives in a
similarly collaborative way. I would like to thank Carole Black, Michael
Levitt and Colombe Nicholas for their many contributions to the board.”

"We remain resolute in our commitment to the long term success of Herbalife,"
said Mr. Icahn. "We continue to have confidence in its board and management
team, and believe in the company's great potential. We thank the board for
their trust in us and hope and believe ourdirectors will enhance value and
contribute to the long term success of the company, as we have done at so many
companies over the pastdecade."

About Herbalife Ltd.

Herbalife Ltd.(NYSE:HLF) is a global nutrition company that sells
weight-management, nutrition, and personal care products intended to support a
healthy lifestyle. Herbalifeproducts are sold in over 90 countries through
and to a network of independent distributors. The company supports
theHerbalife Family Foundationand its Casa Herbalife program to help bring
good nutrition to children.Herbalife'swebsite contains a significant amount
of financial and other information aboutHerbalife, for investors
athttp://ir.Herbalife.com. The company encourages investors to visit its
website from time to time, as information is updated and new information is
posted.

FORWARD-LOOKING STATEMENTS

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:

  *any collateral impact resulting from the ongoing worldwide financial
    environment, including the availability of liquidity to us, our customers
    and our suppliers or the willingness of our customers to purchase products
    in a difficult economic environment;
  *our relationship with, and our ability to influence the actions of, our
    distributors;
  *improper action by our employees or distributors in violation of
    applicable law;
  *adverse publicity associated with our products or network marketing
    organization, including our ability to comfort the marketplace, regulators
    and other third parties regarding our compliance with applicable laws;
  *changing consumer preferences and demands;
  *our reliance upon, or the 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;
  *legal challenges to our network marketing program;
  *risks associated with operating internationally and the effect of economic
    factors, including foreign exchange, inflation, disruptions or conflicts
    with our third party importers, pricing and currency devaluation risks,
    especially in countries such as Argentina and Venezuela;
  *uncertainties relating to the application of transfer pricing, duties,
    value added taxes, and other tax regulations, and changes thereto;
  *uncertainties relating to interpretation and enforcement of legislation in
    China governing direct selling;
  *uncertainties relating to the interpretation, enforcement or amendment of
    legislation in India 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;
  *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;
  *changes in tax laws, treaties or regulations, or their interpretation;
  *taxation relating to our distributors;
  *product liability claims;
  *whether we will purchase any of our shares in the open markets or
    otherwise; and
  *share price volatility related to, among other things, speculative trading
    and certain traders shorting our common shares.

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.

Contact:

Herbalife Ltd.
Media Contact:
Barbara Henderson, 213-745-0517
SVP, Worldwide Corp. Comm.
or
Investor Contact:
Amy Greene, 213-745-0474
VP, Investor Relations
 
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