1. Kevin Farshchi Kushal Chukkapalli Hua Haixing December 2 nd, 2014

2. Today’s Agenda Introduction Hain’s Business Macroeconomic Overview Industry Analysis Recent Stock Market Performance Financial Analysis Valuation Recommendation

3. Introduction to Hain Hain Celestial Group produces, markets, distributes and sells organic and natural products under various brand names in the U.S, Canada and Europe Headquartered in Lake Success, New York Offers one of the strongest growth portfolios in the industry Some of the prominent brand names include Arrowhead Mills, Ella’s Kitchen, Avalon Organics and Earth’s Best Source: Page 2,Hain Celestial Annual report 2014

4. The Business Hain produces, markets, distributes and sells organic and natural products under various brand names in the U.S, Canada and Europe The firm sells to natural food distributors, supermarkets, natural food stores and other retail outlets Its business model includes acquiring natural/organic food and personal care companies or product lines Revenue drivers: mostly organic price premium, but also has the benefits of strong distribution networks and multitude of brands to increase quantity sold

5. Business Segments Grocery Products include infant formula, kids foods, rice, non-dairy beverages, cereals, pasta etc. Accounted for approximately 77% of net sales in 2014 Snacks Snack products include variety of potato, root vegetable, tortilla chips, baked puffs, popcorn etc. Accounted for approximately 12% of net sales in 2014 Tea Leading manufacturer and marketer of specialty teas. Include more than 70 varieties of herbal, green, wellness, white and chai teas. Accounted for approximately 5% of net sales in 2014 Personal care Cover a variety of personal care categories including skin, hair and oral care, deodorants, body washes, sunscreens etc. Source: Hain Celestial Annual report 2014, Page 4

6. Management CEO and founder Irwin Simon has continued confidence in the company’s ability to sustain high top line growth and maintain a business model involving strategic acquisitions By acquiring smaller companies, Hain is able to integrate new product lines and achieve economies of scale Historically, the companies that do not meet strategic or profitability targets are subject to divestitures Management is expecting 2015 to be another record year for top line growth, with estimates of 27-30% We are less optimistic than management Source: http://ir.hain-celestial.com/mobile.view?c=87078&v=203&d=1&id=1986645

7. Business Overview – Acquisition Strategies TargetMain MarketMain ProductsYear Tilda LimitedUKOrganic rice2014 Rudi’s BakeryUSOrganic bread and baked goods2014 Ella’s KitchenUKOrganic baby food2013 UK AmbientUKDistribution channel in UK2013 BluePrintUSNatural cold-pressed juice2013 Quickly expanded through distribution channel right after acquisition to gain immediate revenue synergies In Ella’s Kitchen deal, Hain got its US distribution within 30 days after the deal completed Cost synergies – SG&A decrease as % of sales over year Source: http://www.just-food.com/analysis/hain-celestial-eyes-us-global-growth-with-tilda-acquisition_id125557.aspxhttp://www.just-food.com/analysis/hain-celestial-eyes-us-global-growth-with-tilda-acquisition_id125557.aspx

8. Hain in the Organics Market Source:http://blogs.wsj.com/numbers/who-owns-what-in-organic-packaged-foods-1613/http://blogs.wsj.com/numbers/who-owns-what-in-organic-packaged-foods-1613/ Source: Hain Celestial Annual report 2014, Page 3

9. Macroeconomic Review Key catalysts: Consumer trends is clearly moving towards healthier & natural foods: CAGR of 14% from 2013-2018 Discretionary income continues to increase after the recession The success of organic & natural food products is really a shift from using discretionary income to using ordinary or “defensive” income on organic products The Organic Trade Association found that 81% of American Families reported purchasing organic food What is interesting is that just 18% of consumers are “power shoppers,” who account for over half of net sales This implies over 80% of consumers have not reached true purchasing potential (1) http://www.foodnavigator-usa.com/Markets/US-organic-food-market-to-grow-14-from-2013-18

10. Stable Sales Growth in US Source: http://www.organicnewsroom.com/2014/05/american_appetite_for_organic.html,http://www.thepacker.com/fruit-vegetable-news/222580921.htmlhttp://www.organicnewsroom.com/2014/05/american_appetite_for_organic.htmlhttp://www.thepacker.com/fruit-vegetable-news/222580921.html

11. Industry Overview – Growth in UK In 2013, sales of organic products in the UK grew by 2.8%, a decisive return to grow after four year of contraction since the 2008 financial crisis. Stay tuned: we will see how successfully Hain captured this growth later on Source: Page 6, Organic Market Report 2014, Issued by Soil Association

12. Industry Porter’s Five Forces Analysis Threat of new entrants (Low) Mature industry Entry of smaller players not that threatening Bargaining Power of Suppliers (Medium) Suppliers are globally diversified Rely on overseas suppliers Bargaining power of Consumers (Low) Buyers are usually price takers in food industry Threat of Substitutes (Low) Few true substitutes (organic) A lot more inorganic substitutes Rivalry among existing firms (High) Very competitive market, main competitors including Whitewave, Kelloge, General Mills, Mondelez International;

13. Stock Market Performance Closing Price 12/1/2014 = $114.33 52 Week Range = $80.02-$115.68 Market Cap = 5.766 B Enterprise Value = 6.508 B Sector: Consumer Staples

14. Imminent Stock Split Hain Celestial announced on November 25 th, 2014 that stockholders approved a 2-for-1 stock split in the form of a 100% dividend Stockholders at the close of December 12, 2014 will receive an additional share of common stock for each share owned Investors will have twice as many shares at half the market price per share http://www.marketwatch.com/story/hain-celestial-announces-2-for-1-stock-split-2014-11-25

16. We were long here Huge price increase very recently Key question: can we get a good rate of return at this price???

17. SWOT Analysis Strengths Rising demand for healthier food Strong Growth in UK market 2 nd largest player in organic food industry Strong brand recognition with loyal customer base Weaknesses High competition in the industry Better established producers as new entrants to the organic market could decrease market share Opportunities Acquisitions: economies of scale & synergies Emerging markets Market consolidation Consumers’ rise in Threats Adverse currency fluctuation Uncertain R&D outcomes Tightened spending would decrease demand for organic products Product recalls 17

18. Recent Financial Performance 2015 Quarterly Earnings Highlights Revenue increased 35% Adjusted EPS increased 31% to $0.68 Sales in the UK increased 51% YoY Success of recent acquisitions: 23 brands had double digit revenue growth The sales increase primarily resulted from the acquisitions of HPPC in July 2014, Rudi’s in April 2014 and Tilda in January 2014, which collectively accounted for $131.6 million Markets reacted favorably to these numbers back in September Hain Celestial Form 10Q, Page 22-23

19. Financial Ratios Liquidity 20102011201220132014 Current Ratio2.262.172.212.101.89 Quick Ratio1.131.171.291.191.14 Solvency 20102011201220132014 Debt/Assets21.31%18.36%23.83%29.63%26.07% Interest Coverage9.179.9210.3110.00 Profitability 20102011201220132014 Gross Margin27.75%27.63%26.38%27.66% ROA6.61%8.60%8.36%8.70%7.95% ROE10.34%13.23%14.50%16.35%14.56% Efficiency 20102011201220132014 A/R Turnover7.788.738.998.678.26 A/P Turnover6.868.519.157.727.15 Inventory Turnover4.064.815.585.755.56 Days Sales Outstanding (DSO)46.9041.8240.5842.1244.20 Days Payable Outstanding (DPO)53.2242.9039.9147.2751.08 Days Inventory Outstanding (DIO)89.8875.8665.4663.4865.66 Cash Conversion Cycle83.5674.7866.1358.3258.78 Greenblatt Ratios 20102011201220132014 EBIT/ Tangible assets30%34%38%36%35% EBIT/Enterprise value1%2% 3%4%

20. DuPont Analysis 20102011201220132014 EBIT Margin9.54%10.05%10.51%11.09%11.20% Interest Burden88.46%87.35%89.09%89.92%90.30% Tax Burden38.03%56.48%61.37%66.29%64.22% Asset Turnover0.740.830.820.770.73 Financial Leverage1.561.541.741.881.83 ROE3.73%6.34%8.21%9.54%8.64%

21. Assumptions Current Scenario: Base Scenario FY 2015FY 2016FY 2017FY 2018FY 2019 Revenue Growth30.0%27.0%25.0%20.0%15.0% COGS as a % of Sales72.3% SG&A/Sales14.5% Amortization of Goodwill & Intangibles0.5% Interest Expense/Operating Income10.0% Tax Rate33.5% Depreciation as a % of Net PP&E7.8% Capital Expenditures as a % of Revenue1.4% A/R as a % of Revenue13.0% Inventory as % of COGS21.0% A/P as % of COGS13.6%

22. Discount Rate Calculation Cost of equity1 Year Beta (weekly returns)1.2 Rf2.31%5 Year Beta Bloomberg0.0 Beta0.3811 Year Beta MRP7.00% E[R]4.98%Realized Return YTD0.3 Cost of Debt in Million USD Total Debt867.9 34.9% Total Interest Expenses23.4 Total Common Equity1619.9 65.1% Total Capital2487.8 100.0% Current portion of long-term debt100.096 Long-term debt, less current portion767.827Shares outstanding50.4 Other noncurrent liabilities5.02Current Price114.3 Total Amount of Financial Debt872.943Total market value of equity5757.1 Cost of Debt2.68% WACC Calculation KEKE 15.42% WEWE 65.11% K D (After Tax)1.78% WDWD 34.89% WACC10.66% Business Risk Premium0.50% Discount Rate11.16%

23. Discounted Cash Flow Valuation FCF Build EBIT 355.7 451.7 564.7 677.6 779.2$779.22 Plus: D&A 40.3 44.3 49.2 55.1 62.0 Less: Taxes (107.2) (136.2) (170.2) (204.3) (234.9) Less: Capex (39.8) (50.6) (63.2) (75.9) (87.2) Less: Changes in NWC 7.3 57.8 68.0 61.20.0 Unlevered FCF 241.7 251.4 312.5 384.6 457.8519.0 Terminal Growth Rate3.0% Discount Rate (WACC + premium)11.16% Terminal Value 5,778.27` Discount Period (t)12245 PV of FCF's217.43203.49252.86251.89269.74 PV of FCF's PV of Terminal Value Enterprise ValueNet DebtEquity ValueShares$/Share Perpetuity Method1,195.413,404.314,599.73 749.2 3,850.5348.88$78.78 Current Scenario: Base Scenario

24. Discount Rate Sensitivity Sensitivity Analysis Discount Rate 78.7810.66%10.91%11.16%11.4100%11.66% Terminal Growth Rate2.50% 80.37 77.32 74.46 71.76 69.20 2.75% 82.79 79.58 76.56 73.73 71.05 3.00% 85.36 81.98 78.80 75.81 73.00 3.25% 88.11 84.53 81.18 78.03 75.07 3.50% 91.06 87.26 83.71 80.38 77.27

25. Trading Comparables Valuation WhiteWave Foods is the only real comparable company to Hain Hain has lower sales but better margin compared with its peers

26. Trading Comparables Valuation Focus on EV/EBITDA & P/E ratio 50/50 Highest TP/Lowest TP: $122.5

27. Football Field