X0303 4 2010-08-10 0 0000910406 HAIN CELESTIAL GROUP INC HAIN 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000860851 BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001034563 ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001257324 ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322825 ICAHN OFFSHORE LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322826 ICAHN ONSHORE LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001412093 ICAHN CAPITAL LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001080113 BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322824 Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock, par value $0.01 per share ("Common Shares") 2010-08-10 4 X 0 2025228 A 5650819 I please see footnotes Call option ("right to purchase") 11.7 2010-08-10 4 X 0 2025228 8.77 A 2012-05-07 Common Stock 2025228 0 I please see footnotes Put option ("obligation to purchase") 11.7 2010-08-10 4 X 0 2025228 0.01 A 2012-05-07 Common Stock 2025228 0 I please see all footnotes High River Limited Partnership ("High River") directly beneficially owns 1,130,164 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,645,815 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,939,644 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 256,182 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. High River directly beneficially owned 405,046 call options (the "Call Options"), Icahn Partners directly beneficially owned 589,852 Call Options, Icahn Master directly beneficially owned 695,159 Call Options, Icahn Master II directly beneficially owned 243,356 Call Options, and Icahn Master III directly beneficially owned 91,815 Call Options. On August 10, 2010, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 405,046 Shares, 589,852 Shares, 695,159 Shares, 243,356 Shares, 91,815 Shares, respectively. High River directly wrote 405,046 European-style put options (the "Put Options"), Icahn Partners directly wrote 589,852 Put Options, Icahn Master directly wrote 695,159 Put Options, Icahn Master II directly wrote 243,356 Put Options, and Icahn Master III directly wrote 91,815 Put Options. On August 10, 2010, upon exercise of the Call Options, all of the Put Options terminated. The options were exercisable starting on various dates ranging from May 7, 2010 to May 25, 2010. The exercise price upon exercise of the call option was $11.70. In addition, the premium paid for the call option was $8.77. Please reference the Form 4 filing dated August 11, 2010, filed separately by certain other related Reporting Persons. CARL C. ICAHN 2010-08-11 BARBERRY CORP. 2010-08-11 HIGH RIVER LIMITED PARTNERSHIP 2010-08-11 ICAHN ENTERPRISES HOLDINGS L.P. 2010-08-11 BECKTON CORP. 2010-08-11 ICAHN ENTERPRISES G.P. INC. 2010-08-11 HOPPER INVESTMENTS LLC 2010-08-11 ICAHN OFFSHORE LP 2010-08-11 ICAHN ONSHORE LP 2010-08-11 ICAHN CAPITAL LP 2010-08-11