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April 23, 2024
Lee Boyce
Executive Vice President and Chief Financial Officer
HAIN CELESTIAL GROUP INC
221 River Street
Hoboken, New Jersey 07030
Re:HAIN CELESTIAL GROUP INC
Form 10-K for the Fiscal Year Ended June 30, 2023
Response Dated March 29, 2024
File No. 000-22818
Dear Lee Boyce:
            We have reviewed your March 29, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 15, 2024
letter.
Form 10-K for the Fiscal Year Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Financial Measures, page
34
1.We have read your response to prior comment 1 and note the following:
•The non-GAAP adjustments for consulting costs to optimize your portfolio, enhance
underlying profitability, and bolster agility to pursue targeted growth initiatives that
you indicate are essential for sustained future growth do not appear to be
restructuring costs and do not appear to be outside the normal course of your
operations.
•The non-GAAP adjustments for inventory write-downs related to exited categories
that result from decisions to exit brands and/or product categories do not appear to be
outside the normal course of your operations.

 FirstName LastNameLee Boyce
 Comapany NameHAIN CELESTIAL GROUP INC
 April 23, 2024 Page 2
 FirstName LastNameLee Boyce
HAIN CELESTIAL GROUP INC
April 23, 2024
Page 2
Based on the nature of your business and the information you have provided, it continues
to appear to us that these non-GAAP adjustments represent normal operating costs
necessary to operate your business. Please revise future filings to no longer exclude these
expenses from any non-GAAP performance measures since they do not appear to comply
with Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Please be advised this comment is also
applicable to the same adjustments included in multiple additional non-GAAP financial
measures presented in Earnings Releases filed under Form 8-K.

Critical Accounting Estimates
Goodwill and Intangible Assets, page 38
2.We have read your response to prior comment 2 and note the disclosures you propose to
include in future filings. We also note the continued significant decline in your market
capitalization during your current fiscal year. Please address the following:
•Disclose whether you performed impairment tests since your most recent annual
impairment tests and explain why or why not in your next quarterly filing.
•Disclose the percentages by which the estimated fair values of your reporting
units exceeded their carryings value as of your most recent impairment tests in your
next quarterly filing.
•Explain how you consider the difference between your net book value and market
capitalization in assessing the reasonableness of the estimated fair values of your
reporting units, including how you assess the reasonableness of any implied
premium, in your next quarterly filing.
•We note your proposed disclosures address the potential impact of a change in the
weighted average cost of capital. To the extent changes in other key assumptions,
for example growth rates and profitability, could have a material impact on estimated
fair value, address the potential impact of changes in those assumptions in future
filings.

3.Based on your response to prior comment 3 regarding the intangible asset impairments
you recorded during the third quarter of fiscal 2023, we note you identified negative
events that occurred prior to the impairments, including the loss of a significant customer
during the first quarter of fiscal 2023. However, it is not clear if your prior Exchange Act
filings provided any forewarning disclosures related to potential impairments. Please
identify any forewarning disclosures you included in prior Exchange Act filings, or
explain to us why no forewarning disclosures were required. Given the continued
materiality of your intangible assets, if it is reasonably possible that additional
impairments may materially impact your financial statements, please revise future
filings to (i) disclose and discuss material negative events that occur; (ii) quantify and
identify brands at risk; (iii) discuss key assumptions used to estimate the fair values of
brands at risk; and (iv) discuss potential events and/or changes in circumstances that could

 FirstName LastNameLee Boyce
 Comapany NameHAIN CELESTIAL GROUP INC
 April 23, 2024 Page 3
 FirstName LastName
Lee Boyce
HAIN CELESTIAL GROUP INC
April 23, 2024
Page 3
reasonably be expected to negatively affect key assumptions.

            Please contact Anne McConnell at 202-551-3709 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing