Sept 2009 Hain Celestian Hain Presentation

Over a Decade of Changing the Way the World Eats A Healthy Way of Life Barclays Capital Back-to-School Conference September 10, 2009

TM

Forward Looking Information

Except for the historical information contained herein, herein the matters discussed in this presentation (especially our business, acquisition and integration strategies; our sales and earnings guidance; and our future acquisitions and initiatives) are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, that involve known and unknown risks and uncertainties, which could cause our actual results to differ materially from those described in the forward-looking statements. These risks include but are not limited to our ability to achieve our guidance for sales and earnings per share in fiscal year 2010 given the recession in the U.S. and other markets that we sell ll products d as well ll as economic i and d business b i conditions di i generally ll and d their h i effect ff on our customers and d consumers’’ product preferences, and our business, financial condition and results of operations; changes in estimates or judgments related to our impairment analysis of goodwill and other intangible assets; our ability to implement our business and acquisition strategy, including our strategy for improving results in Europe; our ability to realize sustainable growth generally and from investments in core brands, offering new products and our focus on containment, productivity, cash flow and margin g enhancement in p particular,, our ability y to effectively y integrate g our acquisitions q and new brands;; competition; the success and cost of introducing new products as well as our ability to increase prices on and improve existing products, availability and retention of key personnel; our reliance on third party distributors, manufacturers, copackers and suppliers; our reliance on our own manufacturing facilities, our ability to maintain existing contracts and secure and integrate new customers; our ability to respond to changes and trends in customer and consumer demand, preferences and consumption; international sales and operations; import risk on our tea ingredients, changes in fuel and commodity costs and the availability of organic ingredients; the continuing adverse effects on our results of operations from the impacts of foreign exchange; the resolution of the civil litigation regarding our stock option practices; changes in, or the failure to comply with, government regulations; the risk of injury or illness to consumers of our products, our ability to manage our inventory efficiently, our reliance on independent certifications, the seasonality of our products and other risks detailed from time-to-time in the Company’s reports filed with the SEC, including the annual report on Form 10-K for the fiscal year ended June 30, 2009. As a result of the foregoing and other factors, no assurance can be b given i as to t future f t results, lt levels l l off activity ti it and d achievements hi t and d neither ith the th Company C nor any person assumes responsibility for the accuracy and completeness of these statements. The forward-looking statements made in this presentation are current as of the date of this presentation, and Hain Celestial does not undertake any obligation to update forward-looking statements.

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Mission Statement – Business Strategy

A Healthy Way of LifeTM Our Mission is to be the leading marketer, manufacturer and seller of natural and organic products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience. We are committed to g growing g our Company p y while continuing to implement environmentally sound business practices and manufacturing processes. Our Business Strategy is to integrate all of our brands under one management team and employ a uniform marketing, sales and distribution program. We capitalize on our brand equity and the distribution achieved through each of our acquired businesses with strategic g introductions of new products p that complement p existing lines to enhance revenues and margins.

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Fiscal Year 2009 Sales $1.135 Billion

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Hain Celestial’s Worldwide Operations

Business Overview We manufacture, market, distribute, and sell natural and organic food and personal care products. Our products are sold and marketed to specialty and natural food distributors and to supermarkets, supernaturals, natural food stores and other retail classes of trade including mass mass-market market stores, drug stores, foodservice channels and club stores. We have approximately 2,000 dedicated employees worldwide led by a strong management team of seasoned industry professionals.

Fiscal Year 2009 Sales $1 135 Billion $1.135

Europe p $153.1MM 13.5% Canada $55.1MM 4 8% 4.8%

USA $927.2MM 81 7% 81.7%

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Key North American and European Brands

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Market Position

•

Core categories include—tea; include tea; non-dairy beverages; infant and toddler care; cereal, cookies and bars; nut butters; oils and baking ingredients; soup; fresh; frozen; snacks and personal care.

•

Hain Celestial’s products are generally priced at a 10-15% premium to conventional consumer packaged goods.

•

Minimal exposure to private label, where top selling categories are dominated by dairy and produce where Hain Celestial has no presence—milk, eggs, carrots, salad greens, spinach and tomatoes.

•

75% of the Hain Celestial food products retail for less than $5.00.

•

Hain Celestial operates in Canada, Belgium, Germany, the United Kingdom and in Asia, through an alliance with Yeo Hiap Seng Limited, with operations from outside the United States representing 18% of sales in fiscal year 2009.

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Hain Very Well Positioned in Growth Categories Top 15 Categories: % Unit Growth (FDM w/WM)

14.6

Canning & Freezing Supp

7.9

Seasonal GM

6.1

Wine

5.9

Fresh Meat

5.2

Dry Mix Prepared Foods

4.3

Pasta

4.2

Vitamins

3.7

Baking Mixes

34 3.4

F Novelties Fzn N lti

2.9

Ref Juices & Drinks Yogurt

2.5

B ki Baking S Supplies li

25 2.5

Cheese Condiments, Gravies & Sauces Flour

2.3 2.1 19 1.9

Source: Scantrack, a service of The Nielsen Company; (FDM w/ Walmart) 52 weeks ending 06/13/09 (versus prior year) – minimum $100 million in sales

Hain Celestial Categories

Back to basics continues

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More At-Home Meal Preferences % U.S. Households Claiming 31

Eat Dinner at Home Much More often 24

Eat Breakfast at Home Much More Often Bring Lunch to Work/Pack Lunch Much More Often

20

23 23 32 32

22 24 24

Eat Fast Food Much Less Often Bring Prepared Meal or Home Delivery Much Less Often Ch Choose a Less L Expensive E i Restaurant R t t Much More Often

28 29

26

Eat Dinner at Restaurant Much Less Often

37 37

20 16

20 20

Apr '08 24 24

Oct '08 A '09 Apr

9 Source: Homescan®, a service of The Nielsen Company – PanelViews Economic Impact Survey

Winning Label Claims, but Slowing Growth for Many

Omega Fructose Corn Syrup Free Fiber Gluten Free Protein Antioxidants Probiotic GMO Free Reduced Calorie Natural Hormone Antibiotic Free No MSG Carb Conscious Lactose Free

0

10

20

30

40

50

60

% Change in Units S Source: Scantrack S t k & LabelTrends, L b lT d services i off Th The Ni Nielsen l C Company; (FDM ex- Walmart) W l t) 13 weeks k ending di 06/13/09 ((versus prior i year))

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Hain Celestial Categories

Well-Developed Infrastructure

Sup pply Chain n

Procurement

Manufacturing g

Logistics L i i and d Inventory Management



Significant expertise in sourcing natural and organic products



Ability to source organic products in an environment of rising demand



Effective network of owned and leased manufacturing facilities and third party co-packers

Ability tto meett d Abilit demand d ffor natural t l and d organic i products d t made to rigorous quality specifications and USDA standards  Expertise in managing logistics for a broad product portfolio





Strong inventory management and control procedures place in p



Advanced management information and financial management systems



Abilit to Ability t optimize ti i reporting ti unit it performance f

MIS

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Responding to Current Economic Environment •

Sales – Focus on Core SKUs with Strategic g Initiatives on Value Investments and Leveraging Superior Innovation

•

Positioned for a turnaround in European Operations with new customers and consolidation of facilities

•

Hain Pure Protein has been deconsolidated

•

Moderating Commodity Costs with the Benefit of Price Increases

•

Internal and External Productivity Initiatives – Consolidation of Job Functions and Facilities – Position the Company for Challenging Economy with Consolidation of Operations

•

Balance Sheet – Cash Conversion – Debt Reduction

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Financial Summary 2008

2009

Sales

$ 1,056.4

$ 1,135.3

Gross Profit Adjusted

$ $

284.3 298 7 298.7

$ $

259.0 284 4 284.4

SG&A Adjusted

$ $

207.6 195.8

$ $

215.0 198.8

Net Income Adjusted

$ $

41.2 58.7

$ $

(24.7) 50.1

GAAP EPS

$

0.99

$

(0.61)

Adjusted EPS

$

1.40

$

1.24

Diluted Shares

41.8

Up 7.4%

40.5

13 See reconciliation of GAAP results to Non-GAAP presentation table

Balance Sheet 6/30/2009 Current Assets C Current t Li Liabilities biliti Working Capital

$ $ $

Current Ratio

349.1 136 5 136.5 212.6 2.6

Total Assets

$ 1,123.5

Total Debt

$

258.4

T t l Equity Total E it

$

701 3 701.3

Debt to Equity

36.8% 14

Fiscal Year 2009 Highlights

• Reported Solid Results at Hain Celestial U.S. including Celestial Seasonings® Turnaround Despite Challenging Economic Times • Focused on New Product Innovation and Strategic Value with Core SKUs as the Leading Natural and Organic Products Company • Diversity of Business in Varied Product Categories in the United States, Canada and Europe • License Agreement with Martha Stewart Living Omnimedia to Produce Natural Home Cleaning Solutions, a New Category for FY10 • Fiscal Year 2010 Guidance, excluding Hain Pure Protein – Sales $1.010 Billion to $1.030 Billion, 4-6% Growth – Earnings E i Per P Share Sh off $1.19 $1 19 tto $1 $1.28 28 Guidance includes stock compensation expense for the full year and Daily Bread consolidation into Luton facility in the first quarter

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Reconciliation of GAAP Results to Non-GAAP Presentation Reconciliation of adjusted to GAAP basis: Years Ended June 30 Gross Profit FY 2008 FY 2009 Adjusted basis Factory start-up, absorption and integration costs Restructuring and sku rationalization Others

$

298.7 $ (7.5) (6.9)

284.4 (14.4) (8.8) (2.2)

GAAP b basis i

$

284 3 284.3

259 0 259.0

$

SG&A Expenses FY 2008 FY 2009 Adjusted basis Stock-based compensation Professional fees (net of insurance recovery in 2009) Restructuring expenses Settlement Others

$

GAAP basis

$

195.8 195 8 2.1 5.8 3.9

$

207.6

$

$

Net Income FY 2008 FY 2009

198.8 198 8 7.2 1.4 4.1 1.4 2.1 215.0 EPS FY 2008 FY 2009

Adjusted basis Stock-based compensation Professional fees (net of insurance recovery in 2009) Factory start-up, absorption and integration costs Restructuring and sku rationalization Gain on disposal S ttl Settlements t Impairment of intangibles Others

$

58.7 58 7 $ (2.9) (3.5) $ (5.4) (6.9) 1.2

50.1 50 1 (4.5) (0.9) (9.9) (8.3) (0 9) (0.9) (48.5) (1.8)

$

GAAP basis

$

41.2

(24.7)

$

$

1 40 $ 1.24 1.40 1 24 (0.07) (0.11) (0.08) (0.02) (0.13) (0.24) (0.16) (0.20) 0.03 (0 02) (0.02) (1.20) (0.06) 0.99

$ (0.61)

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Over a Decade of Changing the Way the World Eats A Healthy Way of Life Barclays Capital Back-to-School Conference September 10, 2009

TM