Our net sales in the Hain Pure Protein segment for the three months ended December 31, 2017 were $159.0 million, an increase of $6.0 million, or 3.9%, from net sales of $153.0 million for the three months ended December 31, 2016. The increase in net sales was primarily due to growth of our FreeBird^®~~, Plainville Farms~~^® ~~and Empire Kosher~~^®brands, partially offset by a decrease in private label sales. Operating income in the segment for the three months ended December 31, 2017 was $5.3 million, an increase of $1.8 million, from $3.5 million for the three months ended December 31, 2016. The increase in operating income was primarily due to the aforementioned increase in net sales and lower conversion costs as a result of production improvements across the business.

Rest of World

Our net sales in Rest of World were ~~$107.7~~$106.1 million for the three months ended ~~December~~March 31, ~~2017, an increase~~2019, a decrease of ~~$11.7~~$7.2 million, or ~~12.1%~~6.4%, from net sales of ~~$96.1~~$113.3 million for the three months ended ~~December~~March 31, ~~2016.~~2018. On a constant currency basis, net sales ~~increased 5.7%~~decreased 0.7% from the prior year. The ~~increase~~decrease in net sales was ~~primarily due to increased sales volume in Europe related to our branded business in grocery and health food channels and private label plant-based beverage business and increased sales~~driven by declines in Canada ~~driven~~from the Company’s Europe’s Best^®, Live Clean^®and Dream^® brands, offset in part by growth in our Yves Veggie Cuisine^®, Sensible Portions^®,~~Yves~~ Terra^®and ~~Live Clean~~Tilda^® brands. Hain Ventures (formerly known as Cultivate) net sales decreased from the prior year quarter, primarily driven by declines from the Blueprint^®, SunSpire^®and DeBoles^® brands, ~~as well as~~offset in part by growth from the GG UniqueFiber^™ brand. Hain Europe net sales decreased from the prior year quarter, but increased on a constant currency basis, primarily due to growth from the Company’s Joya^® and Natumi^® brands and private label ~~sales.~~sales, offset in part by declines from the Lima^®, Danival^® and Dream^® brands. Operating income in the segment for the three months ended ~~December~~March 31, ~~2017~~2019 was ~~$10.5~~$10.9 million, ~~an increase~~a decrease of ~~$3.1~~$0.2 million, from ~~$7.5~~$11.1 million for the three months ended ~~December~~March 31, ~~2016.~~2018. The decrease in operating income was primarily due to start-up costs incurred in connection with a new manufacturing facility in Canada.

Corporate and Other

Our Corporate and Other category consists of expenses related to the Company’s centralized administrative functions, which do not specifically relate to an operating segment. Such Corporate and Other expenses are comprised mainly of compensation and related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to our entire enterprise as well as expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. Additionally, Chief Executive Officer Succession Plan expense, net, Project Terra costs and other, net are included in Corporate and Other and were $0.5 million and $7.6 million, respectively, for the three months ended March 31, 2019. Project Terra costs and other and Accounting review and remediation costs, net were $4.2 million and $3.3 million, respectively, for the three months ended March 31, 2018.

Refer to Note 17, Segment Information, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

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Comparison of Nine Months Ended March 31, 2019 to Nine Months Ended March 31, 2018

Consolidated Results

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the nine months ended March 31, 2019 and 2018 (amounts in thousands, other than percentages which may not add due to rounding):



	Nine Months Ended								Change in
	March 31, 2019				March 31, 2018				Dollars			Percentage
Net sales	$	1,744,786		100.0%	$	1,838,171		100.0%	$	(93,385	)	(5.1)%
Cost of sales	1,405,650			80.6%	1,447,820			78.8%	(42,170		)	(2.9)%
Gross profit	339,136			19.4%	390,351			21.2%	(51,215		)	(13.1)%
Selling, general and administrative expenses	255,383			14.6%	258,586			14.1%	(3,203		)	(1.2)%
Amortization of acquired intangibles	11,567			0.7%	13,859			0.8%	(2,292		)	(16.5)%
Project Terra costs and other	29,613			1.7%	13,750			0.7%	15,863			115.4%
Chief Executive Officer Succession Plan expense, net	30,156			1.7%	—			—%	30,156			*
Accounting review and remediation costs, net of insurance proceeds	4,334			0.2%	6,406			0.3%	(2,072		)	(32.3)%
Long-lived asset and intangibles impairment	23,709			1.4%	8,290			0.5%	15,419			186.0%
Operating (loss) income	(15,626		)	(0.9)%	89,460			4.9%	(105,086		)	(117.5)%
Interest and other financing expense, net	25,912			1.5%	19,543			1.1%	6,369			32.6%
Other expense/(income), net	2,041			0.1%	(5,447		)	(0.3)%	7,488			(137.5)%
(Loss) income from continuing operations before income taxes and equity in net loss (income) of equity-method investees	(43,579		)	(2.5)%	75,364			4.1%	(118,943		)	(157.8)%
Benefit for income taxes	(1,679		)	(0.1)%	(11,516		)	(0.6)%	9,837			(85.4)%
Equity in net loss (income) of equity-method investees	391			—%	(104		)	—%	495			(476.0)%
Net (loss) income from continuing operations	$	(42,291	)	(2.4)%	$	86,984		4.7%	$	(129,275	)	(148.6)%
Net loss from discontinued operations, net of tax	$	(127,472	)	(7.3)%	$	(7,349	)	(0.4)%	$	(120,123	)	*
Net (loss) income	$	(169,763	)	(9.7)%	$	79,635		4.3%	$	(249,398	)	(313.2)%

Adjusted EBITDA	$	134,433		7.7%	$	194,560		10.6%	$	(60,127	)	(30.9)%

* Percentage is not meaningful

Net Sales

Net sales for the nine months ended March 31, 2019 were $1.74 billion, a decrease of $93.4 million, or 5.1%, from net sales of $1.84 billion for the nine months ended March 31, 2018. On a constant currency basis, net sales decreased approximately 3.1% from the prior year period. Net sales decreased across all three of our reportable segments. Further details of changes in net sales by segment are provided below.

Gross Profit

Gross profit for the nine months ended March 31, 2019 was $339.1 million, a decrease of $51.2 million, or 13.1%, as compared to the prior year period. Gross profit margin was 19.4% of net sales, compared to 21.2% in the prior year period. Gross profit was unfavorably impacted by higher trade and promotional investments and increased freight and commodity costs primarily in the United States segment. These increased costs were partially offset by Project Terra cost savings.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses were $255.4 million for the nine months ended March 31, 2019, a decrease of $3.2 million, or 1.2%, from $258.6 million for the prior year. Selling, general and administrative expenses decreased primarily due to a decrease of $2.5 million associated with the reversal of previously accrued amounts under the net sales portion of the 2016-2018 and 2017-2019 LTIPs and a $4.8 million decrease in stock-based compensation expense, which included the reversal of $1.9 million of previously recognized stock-based compensation expense associated with the relative TSR portion of the 2017-2019 LTIP due to specified performance metrics not being attained. See Note 13, Stock-based Compensation and Incentive Performance Plans, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q for further discussion on the aforementioned reversals under the Company’s LTIPs. This decrease was offset in part by higher marketing investment costs in the Company’s international businesses and increased consulting costs in the United States associated with the Fountain of Truth product launch and e-commerce, as well as increased variable compensation costs. Selling, general and administrative expenses as a percentage of net sales was 14.6% in the nine months ended March 31, 2019 and 14.1% in the prior year period, reflecting an increase of 50 basis points primarily attributable to the aforementioned items.

Amortization of Acquired Intangibles

Amortization of acquired intangibles was $11.6 million for the nine months ended March 31, 2019, a decrease of $2.3 million from $13.9 million in the prior year period. The decrease was due to finite-lived intangibles from certain historical acquisitions becoming fully amortized subsequent to March 31, 2018.

Project Terra Costs and Other

Project Terra costs and other was $29.6 million for the nine months ended March 31, 2019, an increase of $15.9 million from $13.8 million in the prior year period. The increase was primarily due to increased consulting fees incurred in connection with the Company’s Project Terra strategic review as well as increased severance costs for the nine months ended March 31, 2019 as compared to the prior year period. Project Terra costs and other for the nine months ended March 31, 2019 also included $2.1 million in costs associated with the exit of a leased production facility in the United Kingdom.

Chief Executive Officer Succession Plan Expense, net

Net costs and expenses associated with the Company’s Chief Executive Officer Succession Plan were $30.2 million for the nine months ended March 31, 2019. There were no comparable expenses in the nine months ended March 31, 2018. See Note 3, Chief Executive Officer Succession Plan, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q for further discussion.

Accounting Review and Remediation Costs, net of Insurance Proceeds

Costs and expenses associated with the internal accounting review, remediation and other related matters were $4.3 million for the nine months ended March 31, 2019, compared to $6.4 million in the prior year period. Included in accounting review and remediation costs for the nine months ended March 31, 2019 and 2018 were insurance proceeds of $0.2 million and $5.0 million, respectively, related to the reimbursement of costs incurred as part of the internal accounting review and the independent review by the Audit Committee and other related matters.

Long-lived Asset and Intangibles Impairment

In the nine months ended March 31, 2019, the Company recorded a pre-tax impairment charge of $17.9 million ($11.3 million related to the United States, $3.8 million related to Rest of World and $2.8 million related to the United Kingdom segment) related to certain tradenames of the Company. See Note 9, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q. Additionally, the Company recorded $5.8 million of non-cash impairment charges primarily related to the Company’s decision to consolidate manufacturing of certain fruit-based products in the United Kingdom. During the nine months ended March 31, 2018, the Company recorded a $6.2 million non-cash impairment charge related to the closures of manufacturing facilities in the United Kingdom and United States. Additionally, during the nine months ended March 31, 2018, the Company recorded a $2.1 million non-cash impairment charge to write down the value of certain machinery and equipment.

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Operating (Loss) Income

Operating loss for the nine months ended March 31, 2019 was $15.6 million compared to operating income of $89.5 million in the prior year period. The decrease in operating income resulted from the items described above.

Interest and Other Financing Expense, net

Interest and other financing expense, net totaled $25.9 million for the nine months ended March 31, 2019, an increase of $6.4 million, or 32.6%, from $19.5 million in the prior year period. The increase in interest and other financing expense, net resulted primarily from higher interest expense related to our revolving credit facility as a result of higher variable interest rates. See Note 10, Debt and Borrowings, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

Other Expense/(Income), net

Other expense/(income), net totaled $2.0 million of expense for the nine months ended March 31, 2019, compared to $5.4 million of income in the prior year period. Included in other expense/(income), net for the nine months ended March 31, 2019 were net unrealized foreign currency losses, which were higher than the prior year period principally due to the effect of foreign currency movements on the remeasurement of foreign currency denominated loans.

(Loss) Income From Continuing Operations Before Income Taxes and Equity in Net Loss (Income) of Equity-Method Investees

Loss from continuing operations before income taxes and equity in net loss (income) of our equity-method investees for the nine months ended March 31, 2019 was $43.6 million compared to income of $75.4 million for the nine months ended March 31, 2018. The decrease was due to the items discussed above.

Income Taxes

The provision for income taxes includes federal, foreign, state and local income taxes. For the nine months ended March 31, 2019, the Company calculated its effective tax rate based on a discrete basis due to significant variations in the relationship between income tax expense and projected pre-tax income. As a result, the actual effective tax rate for the nine months ended March 31, 2019 is being utilized. Our income tax expense from continuing operations was a benefit of $1.7 million for the nine months ended March 31, 2019 compared to $11.5 million of tax benefit in the prior year quarter.

The effective income tax rate from continuing operations was a benefit of 3.9% and 15.3% for the nine months ended March 31, 2019 and March 31, 2018, respectively. The effective income tax rate from continuing operations for the nine months ended March 31, 2019 was impacted by the provisions in the Tax Act including global intangible low-taxed income, finalization of the Transition Tax liability, and limitations on the deductibility of executive compensation. The effective income tax rate was also impacted by the geographical mix of earnings and state taxes. For an additional discussion on the impact of the Tax Act, see Note 11, Income Taxes, in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q.

The effective income tax rate from continuing operations for the nine months ended March 31, 2018 was primarily impacted by the enactment of the Tax Act on December 22, 2017, specifically related to the revalue of net deferred tax liabilities to the enacted 21% tax rate, repealing the deduction for domestic production activities, inclusion of a transition tax liability estimate and the deductibility of executive officers’ compensation. The effective income tax rate from continuing operations for the nine months ended March 31, 2018 was also favorably impacted by the geographical mix of earnings, as well as a $3.8 million benefit relating to the release of the Company’s domestic uncertain tax position as a result of the expiration of the statute of limitations.

The income tax benefit from discontinued operations was $49.0 million for the nine months ended March 31, 2019, compared to income tax expense from discontinued operations of $12.7 million for the nine months ended March 31, 2018. The benefit for income taxes for the nine months ended March 31, 2019 includes the reversal of the $12.3 million deferred tax liability previously recorded related to Hain Pure Protein being classified as held for sale. In addition, the nine month tax benefit is impacted by the tax effect of current period book losses including the loss on the sale of Plainville Farms assets in the third quarter of fiscal 2019 as well as the deferred tax benefit arising from asset impairment charges.

Our effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.

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Equity in Net Loss (Income) of Equity-Method Investees

Our equity in net loss from our equity-method investments for the nine months ended March 31, 2019 was $0.4 million, compared to equity in net income of $0.1 million in the three months ended March 31, 2018. See Note 14, Investments, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

Net (Loss) Income from Continuing Operations

Net loss from continuing operations for the nine months ended March 31, 2019 was $42.3 million compared to net income of $87.0 million for the nine months ended March 31, 2018. Net loss per diluted share was $0.41 for the nine months ended March 31, 2019 compared to net income per diluted share of $0.83 in the prior year period. The net loss from continuing operations was attributable to the factors noted above.

Net Loss from Discontinued Operations

Net loss from discontinued operations for the nine months ended March 31, 2019 was $127.5 million compared to $7.3 million in the nine months ended March 31, 2018, or $1.23 and $0.07 net loss per diluted share from discontinued operations, respectively. The increase in net loss from discontinued operations was primarily attributable to asset impairment charges of $109.3 million and a loss on sale in connection with the disposition of the Plainville Farms business of $40.2 million, in each case recorded in the nine months ended March 31, 2019 and as discussed in Note 5, Discontinued Operations, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

Net (Loss) Income

Net loss for the nine months ended March 31, 2019 was $169.8 million compared to net income of $79.6 million in the prior year period. Net loss per diluted share was $1.63 in the nine months ended March 31, 2019 compared to net income per diluted share of $0.76 in the nine months ended March 31, 2018. The decrease was attributable to the factors noted above.

Adjusted EBITDA

Our Adjusted EBITDA was $134.4 million and $194.6 million for the nine months ended March 31, 2019 and 2018, respectively, as a result of the factors discussed above and the adjustments described in the Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures presented following the discussion of our results of operations.

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Segment Results

The following table provides a summary of net sales and operating (loss)/income by reportable segment for the nine months ended March 31, 2019 and 2018:



(dollars in thousands)	United States			United Kingdom			Rest of World			Corporate and Other			Consolidated
Net sales
Nine months ended 3/31/19	$	769,585		$	671,121		$	304,080		$	—		$	1,744,786
Nine months ended 3/31/18	815,013			698,968			324,190			—			1,838,171
$ change	$	(45,428	)	$	(27,847	)	$	(20,110	)	n/a			$	(93,385	)
% change	(5.6		)%	(4.0		)%	(6.2		)%	n/a			(5.1		)%

Operating (loss)/income
Nine months ended 3/31/19	$	26,449		$	36,822		$	27,078		$	(105,975	)	$	(15,626	)
Nine months ended 3/31/18	67,696			37,062			30,591			(45,889		)	89,460
$ change	$	(41,247	)	$	(240	)	$	(3,513	)	$	(60,086	)	$	(105,086	)
% change	(60.9		)%	(0.6		)%	(11.5		)%	(130.9		)%	(117.5		)%

Operating (loss)/income margin
Nine months ended 3/31/19	3.4		%	5.5		%	8.9		%	n/a			(0.9		)%
Nine months ended 3/31/18	8.3		%	5.3		%	9.4		%	n/a			4.9		%

United States

Our net sales in the United States segment for the nine months ended March 31, 2019 were $769.6 million, a decrease of $45.4 million, or 5.6%, from net sales of $815.0 million for the nine months ended March 31, 2018. The decrease in net sales was primarily driven by declines in our Pantry, Better-For-You-Baby, Fresh Living and Tea platforms. In addition, the declines were also driven by the strategic decision to no longer support certain lower margin SKUs in order to reduce complexity and increase gross margins. Operating income in the United States for the nine months ended March 31, 2019 was $26.4 million, a decrease of $41.2 million from operating income of $67.7 million for the nine months ended March 31, 2018. The decrease in operating income was the result of the aforementioned decrease in net sales, higher trade investments to drive future period growth and increased freight and logistics costs, offset in part by Project Terra cost savings.

United Kingdom

Our net sales in the United Kingdom segment for the nine months ended March 31, 2019 were $671.1 million, a decrease of $27.8 million, or 4.0%, from net sales of $699.0 million for the nine months ended March 31, 2018. On a constant currency basis, net sales decreased 0.6% from the prior year. The net sales decrease was primarily due to declines of private label sales and declines in sales of the Company’s Hartley’s^®, New Covent Garden Soup Co.^®, Cully & Sully^®and Johnson’s Juice Co.™ brands, partially offset by growth in the Company’s Tilda and Ella’s Kitchenbusinesses and growth in our Linda McCartney^®brand. Operating income in the United Kingdom segment for the nine months ended March 31, 2019 was $36.8 million, a decrease of $0.2 million from $37.1 million for the nine months ended March 31, 2018. The decrease in operating income was primarily due to the aforementioned ~~increase~~decrease in sales ~~as well as~~and a $4.3 million non-cash impairment charge associated with the consolidation of manufacturing of certain fruit-based products in the United Kingdom in the nine months ended March 31, 2019, partially offset by operating efficiencies achieved at Hain Daniels driven by Project Terra.

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Rest of World

Our net sales in Rest of World were $304.1 million for the nine months ended March 31, 2019, a decrease of $20.1 million, or 6.2%, from net sales of $324.2 million for the nine months ended March 31, 2018. On a constant currency basis, net sales decreased 2.6% from the prior year. The decrease in net sales was driven by declines in Canada from the Company’s Europe’s Best^®and Dream^®brands and private label sales, partially offset by growth in our ~~plant-based~~Yves Veggie Cuisine^®, Sensible Portions^® and Imagine^® brands. Hain Europe net sales decreased from the prior year quarter, primarily driven by declines from the Danival^®, Lima^® and Dream^® brands, offset in part by growth from the Natumi^® and Joya^®brands and private label sales. Hain Ventures (formerly known as Cultivate) net sales decreased from the prior year, primarily driven by declines from the Blueprint^®, SunSpire^®and DeBoles^® brands, offset in part by growth from the GG UniqueFiber^™ brand. Operating income in the segment for the nine months ended March 31, 2019 was $27.1 million, a decrease of $3.5 million, from $30.6 million for the nine months ended March 31, 2018. The decrease in operating income was primarily due to the aforementioned decrease in sales, start-up costs incurred in connection with a new manufacturing ~~facilities~~facility in ~~Europe.~~Canada and costs associated with the planned closure of a manufacturing facility in the United States due to the Company’s decision to utilize a third-party manufacturer.

Corporate and Other

Our Corporate and Other category consists of expenses related to the Company’s centralized administrative functions, which do not specifically relate to an operating segment. Such Corporate and Other expenses are comprised mainly of the compensation and related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to our entire enterprise, as well as expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. Additionally, Chief Executive Officer Succession Plan expense, net, Project Terra costs and other and accounting review and remediation costs, net ~~of insurance proceeds and acquisition related expenses, restructuring and integration charges~~ are included in Corporate and Other and were ~~$5.1~~$30.2 million, $21.0 million and ~~$7.1~~$4.3 million, respectively, for the ~~three~~nine months ended ~~December~~March 31, ~~2017~~2019. Corporate and ~~2016, respectively.~~Other in the nine months ended March 31, 2019 also includes tradename impairment charges of $17.9 million. Project Terra costs and other and accounting review and remediation costs, net were $7.4 million and $6.4 million, respectively, for the nine months ended March 31, 2018.

Refer to Note ~~15,~~17, Segment Information, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

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~~Results of Operations~~

~~Comparison of Six Months Ended December 31, 2017 to Six Months Ended December 31, 2016~~

~~Consolidated Results~~

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the six months ended December 31, 2017 and 2016 (amounts in thousands, other than percentages which may not add due to rounding):

Six Months Ended Change in
December 31, 2017 December 31, 2016 Dollars Percentage
Net sales $ 1,483,480
100.0% $ 1,421,463
100.0% $ 62,017
4.4%
Cost of sales 1,207,606
81.4% 1,173,203
82.5% 34,403
2.9%
Gross profit 275,874
18.6% 248,260
17.5% 27,614
11.1%
Selling, general and administrative expenses 181,093
12.2% 170,154
12.0% 10,939
6.4%
Amortization of acquired intangibles 9,820
0.7% 9,421
0.7% 399
4.2%
Acquisition related expenses, restructuring and integration charges 10,643
0.7% 568
— 10,075
*
Accounting review and remediation costs, net of insurance proceeds 3,093
0.2% 12,966
0.9% (9,873 ) (76.1)%
Long-lived asset impairment 3,449
0.2% —
— 3,449
100.0%
Operating income 67,776
4.6% 55,151
3.9% 12,625
22.9%
Interest and other financing expense, net 12,828
0.9% 10,178
0.7% 2,650
26.0%
Other (income)/expense, net (3,897 ) (0.3)% (1,865 ) (0.1)% (2,032 ) (109.0)%
Income before income taxes and equity in net income of equity-method investees 58,845
4.0% 46,838
3.3% 12,007
25.6%
(Benefit)/Provision for income taxes (7,899 ) (0.5)% 11,271
0.8% (19,170 ) *
Equity in net income of equity-method investees (205 ) — (222 ) — 17
7.7%
Net income $ 66,949
4.5% $ 35,789
2.5% $ 31,160
87.1%

Adjusted EBITDA $ 142,190
9.6% $ 115,116
8.1% $ 27,074
23.5%

* Percentage is not meaningful

~~Net Sales~~

Net sales for the six months ended December 31, 2017 were $1.48 billion, an increase of $62.0 million, or 4.4%, from net sales of $1.42 billion for the six months ended December 31, 2016. On a constant currency basis, net sales increased approximately 2.6% from the prior year period. The increase in net sales was due to sales growth across all segments, as described below.

~~Gross Profit~~

Gross profit for the six months ended December 31, 2017 was $275.9 million, an increase of $27.6 million, or 11.1%, as compared to the prior year period. Gross profit margin was 18.6% of net sales, up 110 basis points period-over-period. Gross profit was favorably impacted by more efficient trade spend in the United States in the current year period as compared to the prior year period, price realization and operating efficiencies in the United Kingdom, improved profitability at Hain Pure Protein as a result of lower conversion costs and incremental gross profit on higher sales and operating efficiencies, specifically in Canada and Europe.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses were $181.1 million for the six months ended December 31, 2017, an increase of $10.9 million, or 6.4%, from $170.2 million for the prior year period. Selling, general and administrative expenses increased primarily due to higher marketing investment and personnel costs in the United States. Selling, general and administrative expenses

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as a percentage of net sales was 12.2% in the six months ended December 31, 2017 and 12.0% in the prior year period, reflecting an increase of 20 basis points primarily attributable to the aforementioned item.

~~Amortization of Acquired Intangibles~~

Amortization of acquired intangibles was $9.8 million for the six months ended December 31, 2017, an increase of $0.4 million from $9.4 million in the prior year period. The increase was due to the intangibles acquired as a result of the Company’s acquisitions in the fourth quarter of fiscal 2017. See Note 4, ~~Acquisitions, and Note 7,~~ ~~Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.~~

~~Acquisition Related Expenses, Restructuring and Integration Charges~~

Acquisition related expenses, restructuring and integration charges were $10.6 million for the six months ended December 31, 2017, an increase of $10.1 million from $0.6 million in the prior year period. The increase was primarily due to increased severance costs in the current year quarter as compared to the prior year period related to the closure of one of the Company’s manufacturing facilities in the United States and consulting fees incurred in connection with the Company’s Project Terra strategic review.

~~Accounting Review and Remediation Costs, net of Insurance Proceeds~~

Costs and expenses associated with the internal accounting review, remediation and other related matters were $8.1 million for the six months ended December 31, 2017, compared to $13.0 million in the prior year period. Included in accounting review and remediation costs for the six months ended December 31, 2017 were insurance proceeds of $5.0 million related to the reimbursement of costs incurred as part of the internal accounting review and the independent review by the Audit Committee and other related matters. The net amount of accounting review and remediation costs for the six months ended December 31, 2017 was $3.1 million.

~~Long-lived Asset Impairment~~

In the second quarter of fiscal 2018, the Company determined that it was more likely than not that certain fixed assets at one of its manufacturing facilities in the United States would be sold or otherwise disposed of before the end of their estimated useful lives due to the Company’s decision to utilize third-party manufacturers. As such, the Company recorded a $3.4 million non-cash impairment charge related to the closure of the facility for the six months ended December 31, 2017.

~~Operating Income~~

Operating income for the six months ended December 31, 2017 was $67.8 million, an increase of $12.6 million, or 22.9%, from $55.2 million in the six months ended December 31, 2016. Operating income as a percentage of net sales was 4.6% in the six months ended December 31, 2017 compared with 3.9% for the comparable period of fiscal 2016. The increase in operating income as a percentage of net sales resulted from the items described above.

~~Interest and Other Financing Expense, net~~

Interest and other financing expense, net totaled $12.8 million for the six months ended December 31, 2017, an increase of $2.7 million, or 26.0%, from $10.2 million in the prior year period. The increase in interest and other financing expense, net resulted primarily from higher interest expense related to our revolving credit facility as a result of higher variable interest rates on outstanding debt. See Note 8, ~~Debt and Borrowings, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.~~

~~Other (Income)/Expense, net~~

Other (income)/expense, net totaled $3.9 million of income for the six months ended December 31, 2017, an increase of $2.0 million from $1.9 million of income in the prior year period. Included in other (income)/expense, net were net unrealized foreign currency gains, which were higher in the current period than the prior year period principally due to the effect of foreign currency movements on the remeasurement of foreign currency denominated loans.

~~Income Before Income Taxes and Equity in Net Income of Equity-Method Investees~~

~~Table of Contents~~

Income before income taxes and equity in the net income of our equity-method investees for the six months ended December 31, 2017 and 2016 was $58.8 million and $46.8 million, respectively. The increase was due to the items discussed above.

~~Income Taxes~~

The provision for income taxes includes federal, foreign, state and local income taxes. Our income tax benefit was $7.9 million for the six months ended December 31, 2017 compared to $11.3 million of tax expense in the prior year period.

Our effective income tax rate was (13.4)% and 24.1% of pre-tax income for the six months ended December 31, 2017 and 2016, respectively. The effective rate for the six months ended December 31, 2017 was primarily impacted by the enactment of the Act on December 22, 2017. The Act significantly revised the U.S. corporate income tax regime by lowering the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, repealing the deduction for domestic production activities, imposing additional limitations on the deductibility of executive officers’ compensation, implementing a territorial tax system, and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. For an additional discussion on the impact of the Act, see above under the Comparison of Three Months Ended December 31, 2017 to Three Months Ended December 31, 2016, as well as Note 9, ~~Income Taxes,~~ ~~in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q~~.

The effective tax rate for the six months ended December 31, 2016 was favorable as compared to the statutory rate as a result of the geographical mix of earnings. The effective tax rate for the six months ended December 31, 2016 was favorably impacted by the geographical mix of earnings and a reduction in the statutory tax rate in the United Kingdom enacted in the first quarter of 2017. Our effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.

~~Equity in Net Income of Equity-Method Investees~~

~~Our equity in net income from our equity-method investments for the six months ended December 31, 2017 was flat year over year. See Note 12,~~ ~~Investments and Joint Ventures, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.~~

~~Net Income~~

Net income for the six months ended December 31, 2017 and 2016 was $66.9 million and $35.8 million, respectively, or $0.64 and $0.34 per diluted share, respectively. The increase was attributable to the factors noted above.

~~Adjusted EBITDA~~

Our Adjusted EBITDA was $142.2 million and $115.1 million for the six months ended December 31, 2017 and 2016, respectively, as a result of the factors discussed above, and the adjustments described in the ~~Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures~~ ~~presented following the discussion of our results of operations.~~

~~Table of Contents~~

~~Segment Results~~

~~The following table provides a summary of net sales and operating income by reportable segment for the six months ended December 31, 2017 and 2016:~~

(dollars in thousands) United States United Kingdom Hain Pure Protein Rest of World Corporate and Other Consolidated
Net sales
Six months ended 12/31/17 $ 533,962
$ 460,646
$ 278,029
$ 210,843
$ —
$ 1,483,480
Six months ended 12/31/16 532,872
432,463
269,648
186,480
—
1,421,463
$ change $ 1,090
$ 28,183
$ 8,381
$ 24,363
n/a
$ 62,017
% change 0.2 % 6.5 % 3.1 % 13.1 % n/a
4.4 %

Operating income (loss)
Six months ended 12/31/17 $ 42,722
$ 23,199
$ 7,570
$ 19,532
$ (25,247 ) $ 67,776
Six months ended 12/31/16 58,722
17,140
2,523
12,532
(35,766 ) 55,151
$ change $ (16,000 ) $ 6,059
$ 5,047
$ 7,000
$ 10,519
$ 12,625
% change (27.2 )% 35.4 % 200.0 % 55.9 % 29.4 % 22.9 %

Operating income margin
Six months ended 12/31/17 8.0 % 5.0 % 2.7 % 9.3 % n/a
4.6 %
Six months ended 12/31/16 11.0 % 4.0 % 0.9 % 6.7 % n/a
3.9 %

~~United States~~

Our net sales in the United States segment for the six months ended December 31, 2017 were $534.0 million, an increase of $1.1 million, or 0.2%, from net sales of $532.9 million for the six months ended December 31, 2016. The increase in net sales was driven by growth in our Better-for-You-Baby, Pure Personal Care and Tea platforms, partially offset by declines in our Better-for-You-Snacks, Fresh Living and Better-for-You-Pantry platforms. In addition, the declines were driven by the strategic decision to no longer support certain lower margin SKUs in order to reduce complexity and increase gross margins as the Company continues its focus on its top fifty SKUs in the United States. Net sales in the prior year period were negatively impacted by a realignment of customer inventories at certain distributor customers. Operating income in the United States for the six months ended December 31, 2017 was $42.7 million, a decrease of $16.0 million from operating income of $58.7 million for the six months ended December 31, 2016. The decrease in operating income was the result of higher marketing investment, increased freight and commodity costs, unfavorable mix and costs associated with the closure of one of our manufacturing facilities in the United States. Additionally, operating income in the prior year period was negatively impacted by changes related to the initiation of the stock keeping unit rationalization.

~~United Kingdom~~

Our net sales in the United Kingdom segment for the six months ended December 31, 2017 were $460.6 million, an increase of $28.2 million, or 6.5%, from net sales of $432.5 million for the six months ended December 31, 2016. On a constant currency basis, net sales increased 3.1% from the prior year. The net sales increase was primarily due to growth from our Tilda^®~~, Ella’s Kitchen~~^®~~, Hartley’s~~^® ~~and Linda McCartney’s~~^® brands. Also contributing to the increase in net sales was the aforementioned price realization, as well as the acquisitions of The Yorkshire Provender Limited and Clarks UK Limited, both which occurred subsequent to December 31, 2016. Operating income in the United Kingdom segment for the six months ended December 31, 2017 was $23.2 million, an increase of $6.1 million from $17.1 million for the six months ended December 31, 2016. The increase in operating income was primarily due to the aforementioned increase in sales, as well as operating efficiencies achieved at Hain Daniels, offset in part by restructuring costs incurred at Tilda.

~~Hain Pure Protein~~

~~Table of Contents~~

Our net sales in the Hain Pure Protein segment for the six months ended December 31, 2017 were $278.0 million, an increase of $8.4 million, or 3.1%, from net sales of $269.6 million for the six months ended December 31, 2016. The increase in net sales was primarily due to growth of our FreeBird^® ~~and Plainville Farms~~^® brands, partially offset by a decrease in sales in private label sales. Operating income in the segment for the six months ended December 31, 2017 was $7.6 million, an increase of $5.0 million, from $2.5 million for the six months ended December 31, 2016. The increase in operating income was primarily due to the aforementioned increase in net sales and lower conversion costs as a result of production improvements across the business.

~~Rest of World~~

Our net sales in Rest of World were $210.8 million for the six months ended December 31, 2017, an increase of $24.4 million, or 13.1%, from net sales of $186.5 million for the six months ended December 31, 2016. On a constant currency basis, net sales increased 7.5% from the prior year. The increase in net sales was primarily due to increased sales volume in Europe related to our branded business in grocery and health food channels and private label plant-based beverage business, as well as increased sales in Canada driven by growth in our Sensible Portions^®, ~~Yves~~^®~~and Live Clean~~^® ~~brands, as well as increased private label sales.~~Operating income in the segment for the six months ended December 31, 2017 was $19.5 million, an increase of $7.0 million, from $12.5 million for the six months ended December 31, 2016. The increase in operating income was primarily due to the aforementioned increase in sales as well as operating efficiencies achieved at our plant-based manufacturing facilities in Europe.

~~Corporate and Other~~

~~Refer to Note 15,~~ ~~Segment Information, in the Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.~~

Liquidity and Capital Resources

We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our ~~credit agreement.~~Credit Agreement and Amended Credit Agreement (defined below).

Our cash and cash equivalents balance decreased ~~$7.8~~$79.0 million at ~~December~~March 31, ~~2017~~2019 to ~~$139.2~~$27.6 million as compared to ~~$147.0~~$106.6 million at June 30, ~~2017.~~2018. At March 31, 2019, our restricted cash balance was $34.5 million which was associated with the cash separation payment provided by the Chief Executive Officer Succession Agreement, which was paid on May 6, 2019. Our working capital from continuing operations was ~~$578.2~~$364.9 million at ~~December~~March 31, ~~2017, an increase~~2019, a decrease of ~~$43.9~~$73.2 million from ~~$534.3~~$438.1 million at the end of fiscal ~~2017.~~2018.

Liquidity is affected by many factors, some of which are based on normal ongoing operations of the Company’s business and some of which arise from fluctuations related to global economics and markets. Our cash balances are held in the United States, United Kingdom, Canada, Europe and India. As of ~~December~~March 31, ~~2017,~~2019, approximately ~~72.6%~~82.9% ($~~101.1~~22.8 million) of the total cash balance from continuing operations was held outside of the United States. Our cash balance for discontinued operations was $3.7 million and held in the United States at March 31, 2019. It is our current intent to indefinitely reinvest our foreign earnings outside the United States. However, we do intend to further study changes enacted by the Tax Cuts and Jobs Act, costs of repatriation and the current and future cash needs of foreign operations to determine whether there is an opportunity to repatriate foreign cash balances in the future on a tax-efficient basis.

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We maintain our cash and cash equivalents primarily in money market funds or their equivalent. As of ~~December~~March 31, ~~2017,~~2019, all of our investments were expected to mature in less than three months. Accordingly, we do not believe that our investments have significant exposure to interest rate risk. Cash provided by (used in) operating, investing and financing activities is summarized below.

Six Months Ended December 31, Change in
(amounts in thousands) 2017 2016 Dollars Percentage
Cash flows provided by (used in):
Operating activities $ 25,426
$ 116,127
$ (90,701 ) (78.1 )%
Investing activities (44,091 ) (22,306 ) (21,785 ) (97.7 )%
Financing activities 7,124
(58,622 ) 65,746
112.2 %
Effect of exchange rate changes on cash 3,765
(6,000 ) 9,765
162.8 %
Net (decrease) increase in cash $ (7,776 ) $ 29,199
$ (36,975 ) (126.6 )%



	Nine Months Ended March 31,						Change in
(amounts in thousands)	2019			2018			Dollars			Percentage
Cash flows provided by (used in):
Operating activities from continuing operations	$	12,043		$	67,370		$	(55,327	)	(82	)%
Investing activities from continuing operations	(52,029		)	(61,308		)	9,279			15	%
Financing activities from continuing operations	(3,333		)	(31,849		)	28,516			90	%
Decrease in cash from continuing operations	(43,319		)	(25,787		)	(17,532		)	(68	)%
Decrease in cash from discontinued operations	(2,782		)	(3,303		)	521			16	%
Effect of exchange rate changes on cash	(1,225		)	5,884			(7,109		)	(121	)%
Net decrease in cash and cash equivalents	$	(47,326	)	$	(23,206	)	$	(24,120	)	(104	)%

Cash provided by operating activities from continuing operations was ~~$25.4~~$12.0 million for the ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2019, a decrease of ~~$90.7~~$55.3 million from ~~the $116.1~~$67.4 million of cash provided by operating activities from continuing operations for the ~~six~~nine months ended ~~December~~March 31, ~~2016.~~2018. This decrease resulted primarily from an ~~additional $102.9~~increase of $79.8 million in net loss adjusted for non-cash charges offset in part by $24.5 million of cash ~~used within~~provided by working capital ~~accounts, primarily related to inventory, accounts receivable and other current assets, partially offset by an increase of $12.2 million in net income adjusted for non-cash charges.~~accounts.

Cash used in investing activities from continuing operations was ~~$44.1~~$52.0 million for the ~~six~~nine months ended ~~December~~March 31, ~~2017, an increase~~2019, a decrease of ~~$21.8~~$9.3 million from ~~the $22.3~~$61.3 million of cash used in investing activities from continuing operations for the ~~six~~nine months ended ~~December~~March 31, ~~2016. The increase resulted primarily from~~2018. Capital expenditures in the nine months ended March 31, 2019 and March 31, 2018 were $55.9 million and $48.4 million, respectively. In the nine months ended March 31, 2018, cash used in investing activities included a $13.1 million payment for the acquisition of Clarks UK Limited, net of cash acquired, and an increase of $2.3 million in capital expenditures. During the six months ended December 31, 2016, we generated $5.4 million in connection with the sale of our own-label juice business in the United Kingdom. There were no comparable investing activities in the current period.Limited.

Cash ~~provided by~~used in financing activities from continuing operations was ~~$7.1~~$3.3 million for the ~~six~~nine months ended ~~December~~March 31, ~~2017, an increase~~2019, a decrease of ~~$65.7~~$28.5 million from ~~the $58.6~~$31.8 million of net cash used in financing activities from continuing operations for the ~~six~~nine months ended ~~December~~March 31, ~~2016.~~2018. The ~~increase~~decrease was due to net repayments of ~~$48.2~~$7.8 million on our revolving credit facility and other debt for the ~~six~~nine months ended ~~December~~March 31, ~~2016,~~2018, compared with net borrowings of ~~$13.8~~$37.2 million for the ~~six~~nine months ended ~~December~~March 31, ~~2017, which was primarily used to fund advanced rice purchases at Tilda and to fund capital expenditures within our Europe business.~~2019. Additionally, included in the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2019 was ~~$6.7 million related to stock repurchases to satisfy employee payroll tax withholdings. Included in the six months ended December 31, 2016 was $7.9~~$3.1 million related to stock repurchases to satisfy employee payroll tax withholdings ~~as well as $2.5~~and $37.5 million to fund the operations of discontinued operations. Cash used in ~~acquisition-related contingent consideration.~~financing activities from continuing operations in the nine months ended March 31, 2018 included $6.9 million related to stock repurchases to satisfy employee payroll tax withholdings and $17.2 million to fund operations of discontinued operations.

Operating Free Cash Flow from Continuing Operations

Our operating free cash flow from continuing operations was negative ~~$5.6~~$43.8 million for the ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2019, a decrease of ~~$93.0~~$62.9 million from the ~~six~~nine months ended ~~December~~March 31, ~~2016.~~2018. This decrease resulted primarily from ~~$102.9~~a decrease of $79.8 million ~~of more cash used within working capital accounts, partially offset by~~in net loss adjusted for non-cash charges and an increase of ~~$12.2~~$7.5 million ~~adjusted for the impact~~in capital expenditures offset in part by $24.5 million of ~~non-cash charges.~~cash provided by working capital accounts. We expect that our capital spending for fiscal ~~2018~~2019 will be approximately ~~$75~~$70-$80 million, and we may incur additional costs in connection with Project Terra. We refer the reader to the Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation from our net cash provided by operating activities from continuing operations to operating free cash ~~flow.~~flow from continuing operations.

Credit Agreement

On ~~December 12, 2014, we~~February 6, 2018, the Company entered into the ~~Second~~Third Amended and Restated Credit Agreement (the “Credit Agreement”) ~~which~~. The Credit Agreement provides ~~us with~~for a ~~$1.0 billion~~$1,000,000 revolving credit facility ~~which~~through February 6, 2023 and provides for a $300,000 term loan. Under the Credit Agreement, the revolving credit facility may be increased by an additional uncommitted ~~$350.0 million~~$400,000, provided certain conditions are met. ~~The Credit Agreement expires in December 2019.~~ Loans under the Credit Agreement bear interest at a Base Rate or a Eurocurrency Rate (both of which are defined in the Credit Agreement) plus an applicable margin, which is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement. Borrowings may be used to provide working capital, finance capital expenditures and permitted acquisitions, refinance certain existing indebtedness and for other general corporate purposes. ~~As of December 31, 2017 and June 30, 2017, there were $735.1 million and $733.7~~

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On May 8, 2019, the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), whereby, among other things, its allowable consolidated leverage ratio increased to no more than 5.0 to 1.0 from March 31, 2019 to December 31, 2019, no more than 4.75 to 1.0 at March 31, 2020, no more than 4.25 to 1.0 at June 30, 2020 and no more than 4.0 to 1.0 on September 30, 2020 and thereafter. The allowable consolidated leverage ratio for each period will be decreased by 0.25 upon sale of the Company’s remaining Hain Pure Protein business. Additionally, the Company’s required consolidated interest coverage ratio (as defined in the Amended Credit Agreement) was reduced to no less than 3.0 to 1 through March 31, 2020, no less than 3.75 to 1 through March 31, 2021 and no less than 4.0 to 1 thereafter. The Amended Credit Agreement also required that the Company and the subsidiary guarantors enter into a Security and Pledge Agreement pursuant to which all of the obligations under Amended Credit Agreement are secured by liens on assets of the Company and its material domestic subsidiaries, including stock of each of their direct subsidiaries and intellectual property, subject to agreed upon exceptions. Additionally, the Company is now required to maintain a consolidated interest coverage ratio (as defined in the Amended Credit Agreement) of no less than 3.0 to 1 through March 31, 2020, no less than 3.75 to 1 through March 31, 2021 and no less than 4.0 to 1 thereafter. The allowable consolidated leverage ratio will be decreased by 0.25 upon sale of the Company’s remaining Hain Pure Protein business.

The Amended Credit Agreement provides that loans will bear interest at rates based on (a) the Eurocurrency Rate, as defined in the Amended Credit Agreement, plus a rate ranging from 0.875% to 2.50% per annum; or (b) the Base Rate, as defined in the Amended Credit Agreement, plus a rate ranging from 0.00% to 1.50% per annum, the relevant rate being the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in the Amended Credit Agreement. Swing line loans and Global Swing Line loans denominated in U.S. dollars will bear interest at the Base Rate plus the Applicable Rate, and Global Swing Line loans denominated in foreign currencies shall bear interest based on the overnight Eurocurrency Rate for loans denominated in such currency plus the Applicable Rate. The weighted average interest rate on outstanding borrowings under the Amended Credit Agreement at March 31, 2019 was 4.30%. Additionally, the Amended Credit Agreement contains a Commitment Fee, as defined in the Amended Credit Agreement, on the amount unused under the Amended Credit Agreement ranging from 0.20% to 0.45% per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid. As part of the Amended Credit Agreement, HPPC was released from its obligations as a borrower and a guarantor under the Credit Agreement.

As of March 31, 2019 and June 30, 2018, there were $740.2 million and $698.1 million of borrowings outstanding, respectively, under the Credit Agreement. The weighted average interest rate on outstanding borrowings under the Credit Agreement at ~~December~~March 31, ~~2017~~2019 was ~~3.00%~~4.30%.

The Credit Agreement is guaranteed by substantially all of our current and future direct and indirect domestic subsidiaries. We are required by the terms of the Credit Agreement to comply with financial and other customary affirmative and negative covenants for facilities of this nature. As of December 31, 2017 and June 30, 2017, the Company was in compliance with all associated covenants.

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 includes a table summarizing our contractual obligations of approximately $1.3 billion as of June 30, 2017, including approximately $793.8 million for long-term debt obligations, including projected future interest. That table appears under Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the report. On February 6, 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”). The Amended Credit Agreement provides for the extension of our existing $1.0 billion unsecured revolving credit facility through February 6, 2023, and provides for an additional $300.0 million term loan. Under the Amended Credit Agreement, the credit facility may be increased by an additional uncommitted $400.0 million, provided certain conditions are met. The financial covenants, interest rates, and general terms and conditions of both the unsecured revolving credit facility and term loan under the Amended Credit Agreement are substantially the same as our existing Credit Agreement.

~~The term loan is payable on the last day of each fiscal quarter commencing June 30, 2018 in an amount equal to $3.8 million and can be prepaid in whole or in part without premium or penalty.~~

Tilda Short-Term Borrowing Arrangements

Tilda maintains short-term borrowing arrangements primarily used to fund the purchase of rice from India and other countries. The maximum borrowings permitted under all such arrangements are £52.0 million. Outstanding borrowings are collateralized by the current assets of Tilda, typically have six-month terms and bear interest at variable rates typically based on LIBOR plus a margin (weighted average interest rate of approximately ~~3.20%~~3.27% at ~~December~~March 31, ~~2017)~~2019).

~~Other Borrowings~~

Other borrowings primarily relate to a cash pool facility in Europe. The cash pool facility provides our Europe operating segment with sufficient liquidity to support the Company’s growth objectives within this segment. The maximum borrowings permitted under the cash pool arrangement are €12.5 million. Outstanding borrowings bear interest at variable rates typically based on EURIBOR plus a margin As of ~~1.10% (weighted average interest rate of approximately 1.10% at December~~March 31, ~~2017).~~

During the three months ended December 31, 2017, our Tilda Hain Indian subsidiary entered into an uncommitted revolving credit facility to fund its working capital needs. The maximum borrowing permitted under the arrangement are $4 million. There2019 and June 30, 2018, there were ~~no amounts outstanding at December 31, 2017.~~

We believe that our cash on hand of $139.2 million at December 31, 2017, as well as projected cash flows from operations and availability under our Credit Agreement, are sufficient to fund our working capital needs in the ordinary course of business, anticipated fiscal 2018 capital expenditures of approximately $75$6.7 million and ~~other expected cash requirements for at least the next twelve months.~~$9.3 million of borrowings under these arrangements, respectively.

Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures

We have included in this report measures of financial performance that are not defined by U.S. GAAP. We believe that these measures provide useful information to investors and include these measures in other communications to investors.

For each of these non-U.S. GAAP financial measures, we are providing below a reconciliation of the differences between the non-U.S. GAAP measure and the most directly comparable U.S. GAAP measure, an explanation of why our management and Board of Directors believes the non-U.S. GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors uses the non-U.S. GAAP measures. These non-U.S. GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measures.

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Constant Currency Presentation

We believe that this measure provides useful information to investors because it provides transparency to underlying performance in our consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current

~~Table of Contents~~

period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

A reconciliation between reported and constant currency net sales ~~growth~~decrease is as follows:

(amounts in thousands) United Kingdom Rest of World Hain Consolidated
Net sales - Three months ended 12/31/2017 $ 238,201
$ 107,728
$ 775,204
Impact of foreign currency exchange (14,987 ) (6,161 ) (21,148 )
Net sales on a constant currency basis - Three months ended 12/31/2017 $ 223,214
$ 101,567
$ 754,056

Net sales - Three months ended 12/31/2016 $ 212,312
$ 96,068
$ 739,999
Net sales growth on a constant currency 5.1 % 5.7 % 1.9 %

Net sales - Six months ended 12/31/2017 $ 460,646
$ 210,843
$ 1,483,480
Impact of foreign currency exchange (14,954 ) (10,338 ) (25,292 )
Net sales on a constant currency basis - Six months ended 12/31/2017 $ 445,692
$ 200,505
$ 1,458,188

Net sales - Six months ended 12/31/2016 $ 432,463
$ 186,480
$ 1,421,463
Net sales growth on a constant currency 3.1 % 7.5 % 2.6 %



(amounts in thousands)	United Kingdom			Rest of World			Hain Consolidated
Net sales - Three months ended 3/31/19	$	227,206		$	106,146		$	599,797
Impact of foreign currency exchange	15,378			6,414			21,792
Net sales on a constant currency basis - Three months ended 3/31/19	$	242,584		$	112,560		$	621,589

Net sales - Three months ended 3/31/18	$	238,321		$	113,347		$	632,720
Net sales growth on a constant currency basis	1.8		%	(0.7		)%	(1.8		)%

Net sales - Nine months ended 3/31/19	$	671,121		$	304,080		$	1,744,786
Impact of foreign currency exchange	23,897			11,689			35,586
Net sales on a constant currency basis - Nine months ended 3/31/19	$	695,018		$	315,769		$	1,780,372

Net sales - Nine months ended 3/31/18	$	698,968		$	324,190		$	1,838,171
Net sales growth on a constant currency basis	(0.6		)%	(2.6		)%	(3.1		)%

Adjusted EBITDA

Adjusted EBITDA is defined as net (loss) income before income taxes, net interest expense, depreciation and amortization, impairment of long-lived and intangible assets, equity in the earnings of equity-method investees, stock-based compensation, ~~acquisition related expenses, including integration~~Project Terra costs and ~~restructuring charges,~~other, and other non-recurring items. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses this measure for reviewing the financial results of the Company and as a component of performance-based executive compensation. Adjusted EBITDA is a non-U.S. GAAP measure and may not be comparable to similarly titled measures reported by other companies.

We do not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with U.S. GAAP. The principal limitation of Adjusted EBITDA is that it excludes certain expenses and income that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S. GAAP results.

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A reconciliation of net (loss) income to Adjusted EBITDA is as follows:


	Three Months Ended December 31,						Six Months Ended December 31,						Three Months Ended March 31,						Nine Months Ended March 31,
(amounts in thousands)	2017			2016			2017			2016			2019			2018			2019			2018
Net income	$	47,103		$	27,185		$	66,949		$	35,789
(Benefit)/provision for income taxes	(16,369		)	10,509			(7,899		)	11,271
Net (loss) income													$	(65,837	)	$	12,686		$	(169,763	)	$	79,635
Net loss from discontinued operations													(75,925		)	(12,555		)	(127,472		)	(7,349		)
Net income (loss) from continuing operations													10,088			25,241			(42,291		)	86,984

Provision (benefit) for income taxes													3,114			(1,310		)	(1,679		)	(11,516		)
Interest expense, net	5,827			4,426			11,447			8,780			8,677			6,108			24,093			17,535
Depreciation and amortization	17,346			16,948			34,972			34,168			13,968			15,074			42,074			45,139
Equity in net income of equity-method investees	(194		)	(38		)	(205		)	(222		)
Stock-based compensation expense	4,158			2,531			7,322			5,235
Long-lived asset impairment	3,449			—			3,449			—
Unrealized currency gains	(287		)	(1,984		)	(3,706		)	(3,277		)
Equity in net loss (income) of equity-method investees													205			101			391			(104		)
Stock-based compensation, net													3,937			2,936			5,502			10,258
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement													—			—			429			—
Long-lived asset and intangibles impairment													—			4,839			23,709			8,290
Unrealized currency losses/(gains)													1,522			(1,465		)	2,551			(5,170		)
EBITDA	61,033			59,577			112,329			91,744			$	41,511		$	51,524		$	54,779		$	151,416

Acquisition related expenses, restructuring and integration charges, and other	4,797			108			10,643			1,516
Project Terra costs and other													9,259			4,831			29,464			13,750
Chief Executive Officer Succession Plan expense, net													455			—			29,727			—
Accounting review and remediation costs, net of insurance proceeds	4,451			7,005			3,093			12,966			—			3,313			4,334			6,406
Warehouse/manufacturing facility start-up costs													3,222			—			9,529			1,155
Plant closure related costs													184			3,246			3,503			3,946
SKU rationalization													505			4,913			2,035			4,913
Litigation and related expenses													371			235			1,062			235
Losses on terminated chilled desserts contract	2,142			—			3,614			—			—			2,939			—			6,553
U.K. and Hain Pure Protein start-up costs	2,381			—			3,464			—
Discontinuation of Round Hill Brand	2,177			—			2,177			—
Hain Pure Protein network distribution redesign	1,952			—			1,952			—
Co-packer disruption	1,567			—			2,740			—			—			952			—			3,692
Regulated packaging change	1,007			—			1,007			—			—			—			—			1,007
Plant closure related costs	700			1,804			700			1,804
Hain Pure Protein feed formulation test	471			—			471			—
SKU rationalization	—			160			—			5,359
U.K. deferred synergies due to CMA Board decision	—			447			—			918
Toys "R" Us bad debt													—			897			—			897
Machine break-down costs													—			317			—			317
Recall and other related costs	—			397			—			809			—			273			—			273
Adjusted EBITDA	$	82,678		$	69,498		$	142,190		$	115,116		$	55,507		$	73,440		$	134,433		$	194,560




Delaware		22-3240619
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1111 Marcus Avenue Lake Success, New York		11042
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	HAIN	The NASDAQ^®Global Select Market



	Part I - Financial Information	Page

Item 1.	Financial Statements
	Consolidated Balance Sheets - ~~December~~March 31, ~~2017~~2019 and June 30, ~~2017~~2018	3
	Consolidated Statements of ~~Income~~Operations - Three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2019 and ~~2016~~2018	4
	Consolidated Statements of Comprehensive Income (Loss) - Three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2019 and ~~2016~~2018	5
	Consolidated Statement of Stockholders’ Equity - ~~Six~~Three and nine months ended ~~December~~March 31, ~~2017~~2019 and 2018	6
	Consolidated Statements of Cash Flows - ~~Six~~Nine months ended ~~December~~March 31, ~~2017~~2019 and ~~2016~~2018	78
	Notes to Consolidated Financial Statements	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2629
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4146
Item 4.	Controls and Procedures	4247

	Part II - Other Information

Items 3, 4 and 45 are not applicable
Item 1.	Legal Proceedings	4348
Item 1A.	Risk Factors	4449
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
~~Item 5.~~	~~Other Information~~	4449
Item 6.	Exhibits	4550

Exhibit Index		4651
Signatures		4752


	December 31,			June 30,			March 31,			June 30,
	2017			2017			2019			2018
ASSETS	(Unaudited)						(Unaudited)
Current assets:
Cash and cash equivalents	$	139,216		$	146,992		$	27,562		$	106,557
Accounts receivable, less allowance for doubtful accounts of $1,201 and $1,447, respectively	274,728			248,436
Restricted cash							34,452			—
Accounts receivable, less allowance for doubtful accounts of $405 and $1,828, respectively							256,799			252,708
Inventories	502,372			427,308			395,246			391,525
Prepaid expenses and other current assets	62,994			52,045			54,786			59,946
Current assets of discontinued operations							136,181			240,851
Total current assets	979,310			874,781			905,026			1,051,587
Property, plant and equipment, net	386,077			370,511			331,070			310,172
Goodwill	1,083,696			1,059,981			1,016,863			1,024,136
Trademarks and other intangible assets, net	583,911			573,268			475,582			510,387
Investments and joint ventures	19,301			18,998			19,228			20,725
Other assets	35,042			33,565			30,502			29,667
Total assets	$	3,087,337		$	2,931,104		$	2,778,271		$	2,946,674
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	263,395		$	222,136		$	205,014		$	229,993
Accrued expenses and other current liabilities	112,677			108,514			176,400			116,001
Current portion of long-term debt	25,021			9,844			22,522			26,605
Current liabilities of discontinued operations							15,195			49,846
Total current liabilities	401,093			340,494			419,131			422,445
Long-term debt, less current portion	742,125			740,304			729,201			687,501
Deferred income taxes	98,127			121,475			63,619			86,909
Other noncurrent liabilities	23,446			15,999			16,528			12,770
Total liabilities	1,264,791			1,218,272			1,228,479			1,209,625
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none	—			—			—			—
Common stock - $.01 par value, authorized 150,000 shares; issued: 108,371 and 107,989 shares, respectively; outstanding: 103,918 and 103,702 shares, respectively	1,084			1,080
Common stock - $.01 par value, authorized 150,000 shares; issued: 108,713 and 108,422 shares, respectively; outstanding: 104,121 and 103,952 shares, respectively							1,087			1,084
Additional paid-in capital	1,145,042			1,137,724			1,154,182			1,148,196
Retained earnings	935,771			868,822			708,568			878,516
Accumulated other comprehensive loss	(153,351		)	(195,479		)	(204,467		)	(184,240		)
	1,928,546			1,812,147			1,659,370			1,843,556
Less: Treasury stock, at cost, 4,453 and 4,287 shares, respectively	(106,000		)	(99,315		)
Less: Treasury stock, at cost, 4,592 and 4,470 shares, respectively							(109,578		)	(106,507		)
Total stockholders’ equity	1,822,546			1,712,832			1,549,792			1,737,049
Total liabilities and stockholders’ equity	$	3,087,337		$	2,931,104		$	2,778,271		$	2,946,674



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



¨	Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934



	Three Months Ended
	December 31, 2017									December 31, 2016
	Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax benefit		After-tax amount
Net income							$	47,103							$	27,185

Other comprehensive income (loss):
Foreign currency translation adjustments	$	8,336		$	—		8,336			$	(51,222	)	$	—	(51,222		)
Change in deferred gains (losses) on cash flow hedging instruments	—			—			—			(13		)	3		(10		)
Change in unrealized gain (loss) on available for sale investment	8			(3		)	5			(32		)	13		(19		)
Total other comprehensive income (loss)	$	8,344		$	(3	)	$	8,341		$	(51,267	)	$	16	$	(51,251	)

Total comprehensive income (loss)							$	55,444							$	(24,066	)


	Six Months Ended
	December 31, 2017									December 31, 2016
	Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax benefit		After-tax amount
Net income							$	66,949							$	35,789

Other comprehensive income (loss):
Foreign currency translation adjustments	$	42,197		$	—		42,197			$	(82,958	)	$	—	(82,958		)
Change in deferred gains (losses) on cash flow hedging instruments	(82		)	15			(67		)	(443		)	38		(405		)
Change in unrealized gain (loss) on available for sale investment	(2		)	—			(2		)	(89		)	30		(59		)
Total other comprehensive income (loss)	$	42,113		$	15		$	42,128		$	(83,490	)	$	68	$	(83,422	)

Total comprehensive income (loss)							$	109,077							$	(47,633	)



	Common Stock			Additional									Accumulated Other
		Amount		Paid-in			Retained		Treasury Stock				Comprehensive
	Shares	at $.01		Capital			Earnings		Shares	Amount			Income (Loss)			Total
Balance at June 30, 2017	107,989	$	1,080	$	1,137,724		$	868,822	4,287	$	(99,315	)	$	(195,479	)	$	1,712,832
Net income							66,949									66,949
Other comprehensive income (loss)													42,128			42,128
Issuance of common stock pursuant to stock-based compensation plans	382	4		(4		)										—
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans									166	(6,685		)				(6,685		)
Stock-based compensation expense				7,322												7,322
Balance at December 31, 2017	108,371	$	1,084	$	1,145,042		$	935,771	4,453	$	(106,000	)	$	(153,351	)	$	1,822,546


	December 31, 2017		June 30, 2017		March 31, 2019		June 30, 2018
Finished goods	$	295,927	$	264,148	$	235,232	$	231,926
Raw materials, work-in-progress and packaging	206,445		163,160		160,014		159,599
	$	502,372	$	427,308	$	395,246	$	391,525



	United States			United Kingdom		Hain Pure Protein		Rest of World		Total
Balance as of June 30, 2017 (a)	$	591,416		$	329,135	$	41,089	$	98,341	$	1,059,981
Acquisition activity	—			6,936		—		—		6,936
Reallocation of goodwill between reporting units (b)	(35,519		)	35,519		—		—		—
Translation and other adjustments, net	134			13,567		—		3,078		16,779
Balance as of December 31, 2017 (a)	$	556,031		$	385,157	$	41,089	$	101,419	$	1,083,696


~~(1)~~	~~Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were a gain of $315and a loss of $12,908 for the three months ended December 31, 2017and 2016,respectively, and a gain of $1,066 and a loss of $20,061 for the six months ended December 31, 2017 and 2016, respectively.~~



	Number of Options	Weighted Average Exercise Price		Weighted Average Contractual Life (years)	Aggregate Intrinsic Value
Options outstanding and exercisable at June 30, 2017	122	$	2.26
Exercised	—	$	—
Options outstanding and exercisable at December 31, 2017	122	$	2.26	13.5	$	4,893


	Number of Shares and Units		Weighted Average Grant Date Fair Value (per share)		Number of Shares and Units		Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock, restricted share units, and performance units at June 30, 2017	992		$	27.59
Non-vested restricted stock, restricted share units, and performance units at June 30, 2018					1,057		$	22.29
Granted	431		$	33.85	3,470		$	7.13
Vested	(382	)	$	36.96	(291	)	$	26.50
Forfeited	(14	)	$	29.59	(333	)	$	17.68
Non-vested restricted stock, restricted share units, and performance units at December 31, 2017	1,027		$	26.71
Non-vested restricted stock, restricted share units, and performance units at March 31, 2019					3,903		$	8.89



Grant Date	Shares Issued	Fair Value Per Share		Grant Date Fair Value
February 19, 2019	739	$	1.79	$	1,324
March 29, 2019	187	$	3.01	563
Total	926			$	1,887


	December 31, 2017		June 30, 2017		March 31, 2019		June 30, 2018
Land	$	34,713	$	33,930	$	28,049	$	28,378
Buildings and improvements	113,672		116,723		95,604		83,289
Machinery and equipment	367,366		350,689		315,574		323,348
Computer hardware and software	53,302		51,486		56,168		54,092
Furniture and fixtures	18,067		15,993		18,624		17,894
Leasehold improvements	30,290		29,296		31,269		31,519
Construction in progress	32,059		16,119		30,556		17,280
	649,469		614,236		575,844		555,800
Less: Accumulated depreciation and amortization	263,392		243,725		244,774		245,628
	$	386,077	$	370,511	$	331,070	$	310,172


	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Cash equivalents	$	20,813	$	20,813	$	—	$	—
Rabbi trust investments									$	34,452	$	34,452	$	—	$	—
Forward foreign currency contracts	39		—		39		—		40		—		40		—
Available for sale securities	880		880		—		—
Equity investment									661		661		—		—
Contingent consideration, current									1,735		—		—		1,735
Total	$	21,732	$	21,693	$	39	$	—	$	36,888	$	35,113	$	40	$	1,735
Liabilities:
Forward foreign currency contracts	$	216	$	—	$	216	$	—	$	702	$	—	$	702	$	—
Contingent consideration, non-current	4,559		—		—		4,559		—		—		—		—
Total	$	4,775	$	—	$	216	$	4,559	$	702	$	—	$	702	$	—


	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Cash equivalents	$	21,800	$	21,800	$	—	$	—	$	99	$	99	$	—	$	—
Forward foreign currency contracts	99		—		99		—		365		—		365		—
Available for sale securities	882		882		—		—
Equity investments									692		692		—		—
Total	$	22,781	$	22,682	$	99	$	—	$	1,156	$	791	$	365	$	—
Liabilities:
Forward foreign currency contracts	$	53	$	—	$	53	$	—	$	27	$	—	$	27	$	—
Contingent consideration, non-current	2,656		—		—		2,656		1,909		—		—		1,909
Total	$	2,709	$	—	$	53	$	2,656	$	1,936	$	—	$	27	$	1,909



Balance as of June 30, 2017	$	2,656
Fair value of initial contingent consideration^(a)	1,547
Contingent consideration adjustment ^(b)	325
Translation adjustment	31
Balance as of December 31, 2017	$	4,559



Balance as of June 30, 2018	$	1,909
Contingent consideration adjustment ^(a)	(147		)
Translation adjustment	(27		)
Balance as of March 31, 2019	$	1,735



Period	(a) Total number of shares purchased (1)	(b) Average price paid per share		(c) Total number of shares purchased as part of publicly announced plans	(d) Maximum number of shares that may yet be purchased under the plans (in millions of dollars) (2)
October 1, 2017 - October 31, 2017	22,444	$	37.06	—	250
November 1, 2017 - November 30, 2017	63,981	40.89		—	250
December 1, 2017 - December 31, 2017	27,814	40.98		—	250
Total	114,239	$	40.16	—	—


~~(1)~~	~~Shares surrendered for payment of employee payroll taxes due on shares issued under stockholder-approved stock-based compensation plans.~~


~~(2)~~	(2) On June 21, 2017, the Company’s Board of Directors authorized the repurchase of up to $250 million of the Company’s issued and outstanding common stock. Repurchases may be made from time to time in the open market, pursuant to preset trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date.



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of The Hain Celestial Group, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (Commission File No. 333-33830) filed with the ~~Commission~~SEC on April 24, 2000).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of The Hain Celestial Group, Inc. (incorporated by reference to Exhibit 3.2(b) of the Company’s Current Report on Form 8-K filed with the ~~Commission~~SEC on November 26, 2014).

3.3		The Hain Celestial Group, Inc. Amended and Restated ~~By-laws~~By-Laws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the ~~Commission~~SEC on ~~November 21, 2017)~~December 7, 2018).

10.1		Second Amendment to the Third Amended and Restated Credit Agreement dated February 6, 2019 by and among the Company, Hain Pure Protein Corporation, certain wholly-owned subsidiaries of the Company party thereto from time to time, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2019).

10.2		The Hain Celestial Group, Inc. 2019 Equity Inducement Award Program (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (Commission File No. 333-229739) filed with the SEC on February 19, 2019).

10.3		Form of Inducement Award Agreement under The Hain Celestial Group, Inc. 2019 Equity Inducement Award Program.

10.4		Amended and Restated 2002 Long Term Incentive and Stock Award Plan.

10.5		Form of Performance Unit Agreement with the Company’s executive officers under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (2019-2021 Long Term Incentive Plan).

10.6		Offer Letter dated December 28, 2018, between the Company and Christopher Boever.

10.7		Separation Agreement, dated as of January 16, 2019, between the Company and Gary Tickle.

10.8		Form of Confidentiality, Non-Interference, and Invention Assignment Agreement

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~December~~March 31, ~~2017,~~2019, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of ~~Income,~~Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statement of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.



		THE HAIN CELESTIAL GROUP, INC.
		(Registrant)

Date:	~~February 7, 2018~~May 9, 2019	/s/ ~~Irwin D. Simon~~Mark L. Schiller
		~~Irwin D. Simon,~~ ~~Chairman,~~ Mark L. Schiller, President and Chief Executive Officer



Date:	~~February 7, 2018~~May 9, 2019	/s/ James Langrock
		James Langrock, Executive Vice President and Chief Financial Officer

Large accelerated filer

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~~(Do not check if a smaller reporting company)~~

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