8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 23, 2017

PINNACLE FOODS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35844	35-2215019
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

399 Jefferson Road, Parsippany, New Jersey 07054

(Address of Principal Executive Offices) (Zip Code)

973-541-6620

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 are slides that were presented to lenders on January 23, 2017, by Pinnacle Foods Inc.

This information and the exhibit attached hereto are being “furnished” pursuant to Item 7.01 and in accordance with general instruction B.2 to Form 8-K shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section, nor shall such information be deemed to be incorporated by reference into any filings under the Securities Act of 1933.

The presentation may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking statements.” Such forward-looking statements include information concerning our possible or assumed future results of operations. These statements often include words such as “approximate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “forecast,” “may,” “should” or variations of such words or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including but not limited to the risks and uncertainties detailed in our Form 10-K filed with the Securities and Exchange Commission on February 25, 2016. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The registrant assumes no obligation to update the information contained in the presentation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Lender presentation slides (Exhibit 99.1 is furnished and not filed).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FOODS INC.
By:	/s/ Craig Steeneck
	Name:	Craig Steeneck
	Title:	Executive Vice President and Chief Financial Officer

Date: January 23, 2017

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Lender presentation slides (Exhibit 99.1 is furnished and not filed).

4

EX-99.1

Lender Presentation

January 23, 2017

Pinnacle Foods

AMPLIFYING

THE PLAYBOOK

Exhibit 99.1

Forward-Looking Statements

& Non-GAAP Financial Measures

2

This

presentation

contains

“forward-looking

statements”

within

the

meaning

of

U.S.

federal

securities

laws.

Forward-looking

statements

are

not

historical

facts,

and

are

based

upon

management’s

current

expectations,

beliefs,

projections

and

targets,

many

of

which,

by

their

nature,

are

inherently

uncertain.

Such

expectations,

beliefs,

projections

and

targets

are

expressed

in

good

faith.

However,

there

can

be

no

assurance

that

management’s

expectations,

beliefs,

projections

and

targets

will

be

achieved

and

actual

results

may

differ

materially

from

what

is

expressed

in

or

indicated

by

the

forward-

looking

statements.

Forward-looking

statements

are

subject

to

significant

business,

economic,

regulatory

and

competitive

risks

and

uncertainties

that

could

cause

actual

performance

or

results

to

differ

materially

from

those

expressed

in

the

forward-looking

statements,

including

risks

detailed

in

Pinnacle

Foods

Inc.’s

(“Pinnacle

Foods,”

“Pinnacle”

or

the

“Company”)

filings

with

the

U.S.

Securities

and

Exchange

Commission

(the

“SEC”).

Nothing

in

this

presentation

should

be

regarded

as

a

representation

by

any

person

that

these

forward-looking

statements

will

be

achieved.

Forward-looking

statements

speak

only

as

of

the

date

the

statements

are

made.

The

Company

assumes

no

obligation

to

update

forward-looking

statements

to

reflect

actual

results,

subsequent

events

or

circumstances

or

other

changes

affecting

forward-looking

information

except

to

the

extent

required

by

applicable

securities

laws.

This

presentation

includes

certain

non-GAAP

financial

measures,

which

differ

from

results

using

U.S.

Generally

Accepted

Accounting

Principles

(GAAP).

These

non-GAAP

financial

measures

should

be

considered

as

supplements

to

the

GAAP

reported

measures,

should

not

be

considered

replacements

for,

or

superior

to,

the

GAAP

measures

and

may

not

be

comparable

to

similarly

named

measures

used

by

other

companies.

Non-GAAP

financial

measures

typically

exclude

certain

charges,

which

are

not

expected

to

occur

routinely

in

future

periods.

The

Company

uses

non-GAAP

financial

measures

internally

to

focus

management

on

performance

excluding

these

special

charges

to

gauge

our

business

operating

performance.

Management

believes

this

information

is

helpful

to

investors

because

it

increases

transparency,

and

assists

investors

in

understanding

the

underlying

performance

of

the

Company

and

in

the

analysis

of

ongoing

operating

trends.

Additionally,

management

believes

that

non-GAAP

financial

measures

are

frequently

used

by

analysts

and

investors

in

their

evaluation

of

companies,

and

its

continued

inclusion

provides

consistency

in

financial

reporting

and

enables

analysts

and

investors

to

perform

meaningful

comparisons

of

past,

present

and

future

operating

results.

The

most

directly

comparable

GAAP

financial

measures

and

reconciliations

to

non-GAAP

financial

measures

are

set

forth

in

the

appendix

to

this

presentation

and

included

in

the

Company’s

filings

with

the

SEC.

Pinnacle Management Team Presenters

3

Mark Clouse

CEO

Craig Steeneck

EVP & CFO

•

Transaction Overview

•

Pinnacle Overview

•

Pinnacle Business Update

•

Financial Update

Agenda

4

•

Pinnacle Foods (“Pinnacle”, “PF” or the “Company”) is a leading producer, marketer and distributor of

high-quality branded food products, which have been trusted household names for decades.

•

The Company intends to refinance its existing $150 million Revolving Credit Facility, $1,410 million Term

Loan G, $508 million Term Loan H and $545 million Term Loan I     with the following:

Approximately $220 million of cash from the balance sheet

New $200 million Revolving Credit Facility due 2022

New $2,262 million Term Loan due 2024

•

Pinnacle expects 2016 FY Net Sales of $3,125-$3,130 million (~18% vs. PY) and Free Cash Flow     of $380-

$385 million (+$115-$120 million vs. PY).  Year-end cash position is estimated at $350-$355 million.

For the LTM period ended 9/25/16:

Net sales of $3,148 million

Adjusted EBITDA of $670 million

•

Pinnacle expects 2016 FY Net Total Debt ratio to be below 4.25x.

For the LTM period ended 9/25/16:

Net Secured Debt ratio was 3.5x and Net Total Debt ratio was 4.5x

Transaction Overview

Note: All 2016 data is unaudited.

(1)

Debt balances represent borrowings as of 1/13/17.

(2)

Free cash flow is the sum of cash flow from operating activities less capital expenditures. See reconciliation to GAAP financial measures in Appendix.

(3)

Adj. EBITDA represents Covenant Compliance EBITDA. See reconciliation to GAAP financial measures in Appendix. 

(4)

Based on fiscal year end 12/25/16 estimated cash and cash equivalent balance of ~$350mm.

5

(1)

(3)

(4)

(2)

Sources & Uses and Pro Forma Capitalization

($ in millions)

Sources

Amount

New Term Loan

$2,262

Cash from Balance Sheet

220

Total Sources

$2,482

Uses

Amount

Repay Term Loan G

$1,410

Repay Term Loan H

508

Repay Term Loan I

545

Estimated Fees & Expenses

19

Total Uses

$2,482

Note: All 2016 data is unaudited.

(1)

Represents on fiscal year end 12/25/16 estimated cash and cash equivalent balance.

(2)

Represents borrowings as of 1/13/17.

6

($ in millions)

Pre

Post

Debt Capitalization

Maturity

Transaction

Adj.

Transaction

Cash and Cash Equivalents

$350

($220)

$130

New Revolver ($200 million)

2022

--

--

--

Term Loan G

4/29/20

1,410

(1,410)

--

Term Loan H

4/29/20

508

(508)

--

Term Loan I

1/13/23

545

(545)

--

New Term Loan

2024

--

2,262

2,262

Capital Lease Obligations

--

36

--

36

Total Senior Secured Debt

$2,498

($200)

$2,298

4.875% Senior Notes due 2021

5/1/21

350

--

350

5.875% Senior Notes due 2024

1/15/24

350

--

350

Notes Payable

6/30/18

7

--

7

Total Debt

$3,205

($200)

$3,005

Total Net Debt

$2,855

$19

$2,874

Credit Statistics

Senior Secured Net Debt  / Adj. EBITDA

3.2x

3.2x

Total Net Debt / Adj. EBITDA

4.3x

4.3x

(1)

(2)

(2)

(2)

Borrower:

Pinnacle Foods Finance

LLC (the “Borrower”)

Facility:

New Term Loan

Facility Size:

$2,262 million

Guarantors:

Guarantees from

certain existing and future parent and immediate parent entities and certain existing

and future domestic subsidiaries (same as existing Senior Credit Facilities)

Security:

Collateral to include 100% of the capital stock of the Borrower and certain wholly owned domestic

subsidiaries, 65% of capital stock of certain wholly owned first-tier foreign subsidiaries, and

substantially all other assets owned by the Borrower and each Guarantor (same as existing Senior

Credit Facilities)

Maturity:

7 Years (2024)

Amortization:

1% per annum

Optional Prepayment:

101 soft call for 6

months

Financial

Covenant:

Net First Lien

Leverage Ratio <

5.75x (same as existing Senior Credit Facilities)

Negative Covenants:

Usual and customary for transactions of this type

Summary of Terms: New Term Loan B

7

Pinnacle Organizational Structure

8

Pinnacle Foods Inc.

Pinnacle Foods

Finance LLC

Pinnacle Foods

Finance Corp.

Pinnacle Foods

International Corp.

Pinnacle Foods

Group LLC

Birds Eye Foods, Inc.

Other Subsidiary

Guarantors

Boulder Brands, Inc.

New $200 million Revolving Credit Facility

New $2,262 million Term Loan

Existing $350 million 4.875% Senior Notes

Existing $350 million 5.875% Senior Notes

Syndication Timeline

Date:

Description of Events

1/23

Lender Call

1/27

Lender Consents & Commitments Due

2/3

Closing and Effectiveness

January 2017

February 2017

Sun

Mon

Tue

Wed

Thu

Fri

Sat

Sun

Mon

Tue

Wed

Thu

Fri

Sat

1

2

3

4

5

6

7

1

2

3

4

8

9

10

11

12

13

14

5

6

7

8

9

10

11

15

16

17

18

19

20

21

12

13

14

15

16

17

18

22

23

24

25

26

27

28

19

20

21

22

23

24

25

29

30

31

26

27

28

Bank Holiday

Key Syndication Date

9

•

Transaction Overview

•

Pinnacle Overview

•

Pinnacle Business Update

•

Financial Update

Agenda

10

Note: Pro forma for Boulder Brands acquired on January 15, 2016.

Birds Eye

Frozen

Specialty

Duncan     

Hines

Grocery

Boulder Brands

2015 Net Sales

$3.2 billion

Diversified Portfolio

11

16%

39%

11%

34%

Retail Distribution

Channels

•

Grocery / Mass

•

Natural & Organic

•

Club & Dollar

•

E-Commerce

Manufacturing Facilities

16

Employees

5.1k

Broad Scale and Capabilities

12

Temperature

Classes

•

Frozen

•

Grocery

•

Refrigerated

Attractive Value Creation Since IPO

Accretive Acquisitions Accelerate Growth Beyond Algorithm

Note: Operating Income and EPS presented above are on a Non-GAAP basis. See reconciliation to GAAP financial measures in Appendix.

Total Shareholder Return (TSR) reflects stock price as of 12/30/16 versus IPO price of $20, plus actual dividend yield over the period.

Net Sales

Operating Income

EPS

Dividend Yield

13%

14%

3%

Outpaced

Categories

17%

2013

13%

Outpaced

Categories

10%

39%

3%

Outpaced

Categories

42%

2014

2015

5%

10%

~2-3%

LT Organic

Growth Target

4 -

5%

7 -

8%

3 -

4%

In Line with

Categories

10 -

12%

Adjusted Basis

13

TSR

>190%

since IPO

TSR

>190%

since IPO

•

Transaction Overview

•

Pinnacle Overview

•

Pinnacle Business Update

•

Financial Update

Agenda

14

Increase

M&A Potential

Strengthen

Capabilities;

Maintain Costs

Accelerate

Profitable

Top-Line Growth

Expand

Margins &

Cash Flow

Amplifying the Playbook

15

Expand Margins

Note:. Adj. Gross Profit % of Net Sales is a Non-GAAP measure and represents latest fiscal year.  See reconciliation to GAAP financial measures in Appendix for PF.

Source: Peer Company reporting; Pinnacle analysis.

2012

2013

2016E

2015

Adj. Gross Profit

25.1%

27.0%

27.4%

28.2%

< 30%

2014

%

of Net Sales

PF

26.5%

Peer Average = 36.0%

46.0%

2015 Adj. Gross Profit

Peer Company Comparison

%

of Net Sales

+450 bps

since

IPO

+450 bps

since

IPO

16

Gross Margin Amplifiers

Impact

Mix &

Net Realized

Price

Target

300-400 bps

Expansion

2019 vs. 2016

Boulder

Productivity

(MVP)

17

Note: MVP is Pinnacle’s Maximizing Value through Productivity Program.

Note: COGS pro forma for Boulder Brands acquired on 1/15/16.

Maximizing Value through Productivity (MVP)

18

Conversion

Logistics

Ingredients

and

Packaging

COGS

$2.3bn

•

Holistic

company-wide

cost reduction

program

•

Strong on-going

governance

•

End-to-end

cross-functional

process

•

Rigorous planning

and tracking

3.9% of COGS Annual Savings since IPO

MVP Amplifiers

19

10%

20%

Today

2019

•

Continuous improvement

•

Planning

•

Route to market

Improve

Operational Efficiency

Direct Plant Shipment

16

18

~700

~3,500

~7,000

Plants

Warehouses

Suppliers

SKUs

Ingredients

•

Simplification

•

Optimization

•

Rationalization

Drive Scale

Focus:

Sustain

MVP at

3.5% -

4.0%

of COGS

Boulder

20

2016

2017

2018

SG&A

COGS

Total

Synergies

$15m

$15m

$4-6m

$30m 2016-2017 on track

Incremental $4-6m expected in ‘18

Synergy Target Increased

Acquisition Integration

Completed

Highly-experienced Boulder

President

on board

One order, one invoice

SKU rationalization program

Systems integration

~$0.10 EPS Contribution in 2016

Boulder Amplifiers

21

Focus:

Implement MVP

45

3

16

25

2

6

Co-packers

Plants

Warehouses

Drive Scale

•

Scale benefit

•

Operating efficiency

•

Capability

•

Efficiency/mix benefit with fewer SKUs

•

UK exit

•

Margin accretive innovation

Optimize

the Portfolio

53%

47%

Boulder SKUs

91% NS

9% NS

SKUs

Eliminated

SKUs

Ongoing

2015-2017

Adj EBITDA

Growth Increased

to ~80%

Mix and Net Realized Price Amplifiers

22

Source: Average Retail Price based on IRI US Multi-Outlet data, using IRI’s Pinnacle custom definitions, 2016 period as of 12/25/16,

excluding the Boulder acquisition. Category reflects composite categories weighted based on Pinnacle’s consumption.

Achieve NRP

Average Retail Price Change vs

YAG

Pinnacle

Categories

•

Select pricing

•

Trade optimization

•

Price/Size architecture

Improve the Mix

$22m

$31m

$20m

$26m

2013

2014

2015

Mix Impact on Gross Profit

2016

9 Mos.

Focus:

•

Leadership vs. Foundation

•

Premium tiering

•

Margin accretive innovation

~$100m

Incremental Gross Profit since IPO

Continued

Benefit From

Mix & Price

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

2013

2014

2015

2016

Amplifying the Playbook

Acquisition &

Integration

Expertise

Expand

Margins &

Cash Flow

Lean &

Experienced

Organization

23

Accelerate

Profitable

Top-Line Growth

Accelerate Profitable Top-Line Growth

24

-1.8 pts

-1.2 pts

-1.3 pts

Annual Category

$ Consumption

vs. PY

Source: IRI US Multi-Outlet data, based on IRI’s Pinnacle custom definitions, 2016 period as of 12/25/16. Category

consumption reflects composite categories weighted based on Pinnacle’s consumption.

2013

2014

2015

2016

+1.7 pts

+1.0 pts

+0.5 pts

+0.2 pts

Cumulative Market Share Growth since IPO

NA Retail Composite $ Share (ex. Boulder)

-1.1 pts

Boulder

Improves PF

Category Trend

by 0.5 –

1.0 pts

Growth Amplifiers

25

Strengthened

Fundamentals

Expanded

Health &

Wellness

Presence

Enhanced

Channel

Coverage

Impact

Drive

Sales Growth

at or above

Categories

Drive

Sales Growth

at or above

Categories

Foundation Brands

Private Label

Food Service

33% of Net Sales

Leadership Brands

67% of Net Sales

Portfolio Roles Well Defined

26

Leadership

~75% of

Brand Profit

Leadership

~75% of

Brand Profit

Portfolio Roles Well Defined

Leadership Brands

•

Lead category growth

•

Support at higher levels

•

Prioritize innovation and capital investment

•

Maintain margin advantage

Accelerate

•

Hold or grow market share

•

Provide competitive support levels

•

Introduce focused innovation

•

Sustain focus on margins

Core

Foundation Brands

Private Label

Food Service

•

Stabilize performance

•

Optimize margins; maximize profit

•

Minimize capital

•

Create lean support model

•

Invest in only high ROI innovation

27

Strengthened Fundamentals

28

•

Premium tier working

•

Q4 tough, but improving

•

Big 2017 planned

Trends Improving,

Strong 2017

Hungry-Man

•

Selects

now 28% of brand

•

Margins up +500bps

Armour

•

Smart scale

•

Margins up +330bps

Foundation Brand

Role Models

•

5 of Top 12 new items

•

New, younger consumers

•

2017 innovation expanding

healthy oils

Successful Innovation

Continues

Strengthened Fundamentals Amplifier

29

FY2016

composite

$ share

+0.7pts.

FY2016

composite

$ share

+0.7pts.

Expand Efficient

Brand Support Model

•

Low cost, high impact

•

In-store and digital

•

Scale programs increasing

Optimize Leadership

Brand Investment

Pinnacle

Total Peer Avg.

DTC % of Net Sales

~3%

~4%

•

High ROI focused spending

•

Rigorous tracking and analytics

•

Pay as you go model

Focus:

Source: IRI US Multi-Outlet data, based on IRI’s Pinnacle custom definitions, period ending 12/25/16; Pinnacle analysis.

Better Center of Store

Expanded H&W Presence Amplifier

30

Vegetable Ubiquity

Lifestyle Leadership

Plant Based

Clean Convenience

Gluten Free

55%

of Portfolio

in H&W

Lifestyle Leadership

31

30%

of  consumers

participated in some kind of

specialized approach to eating

in the past 12 months.

Top 3 Lifestyle Approaches

•

Plant Based / Vegetarian

•

Lactose-Free

•

Gluten-Free

Clean ingredients are

#1 H&W purchase intent driver

Sources: FMI, US Grocery Shopping Trends, 2015; Innova Market Insights; IRI Multi-Outlet, Pinnacle analysis.

Lifestyle Driven Food Decisions Reshaping Landscape

Lifestyle Leadership Amplifier

32

•

No compromise on taste

•

Lever brand leadership

•

Quality upgrades

Optimize

Gluten-Free

Distribution -

% ACV

60%

48%

99%

Udi’s

Pinnacle

Glutino

•

Shelving distribution

•

Margin improvement

•

Innovation in meals

Expand Clean

Convenience

Evol

Velocities by Channel

Natural

Mainstream

•

New capacity

•

Distribution/marketing

•

Add new occasions

Accelerate

Plant-Based

HH

Penetration

Focus:

2.1%

88.5%

Gardein

Pinnacle

Sources: Nielsen, XAOC latest 52 week period ending | Nielsen 12/17/16 | Nielsen, Panel data latest 52 week period ending

12/25/16 | SPINS, latest 52 week period ending 12/25/16

Lifestyle

Categories

growing 10X

Food & Bev

Lifestyle

Categories

growing 10X

Food & Bev

Vegetable Ubiquity

33

Demand

Consumers actively seeking

to increase consumption

44%

48%

49%

63%

65%

Protein

Fiber

Whole Grains

Fruit

Vegetables

Nutrition Deficit

9 of 10 Americans are not eating

enough vegetables

Sources: CDC; NPD Eating Trends 2016.

Improving deficit to 8 of 10 Americans is worth ~$300 million

in frozen vegetable consumption

Vegetable Ubiquity Amplifiers

34

•

6 new platforms in 2 yrs.

•

~75% ACV on existing

platforms

•

3 new platforms in 2017

Expand Formats

and Occasions

•

Stand-up packaging

•

Channel expansion

•

Affordability/Family Size

Broaden

Accessibility

Focus:

•

High ROI media

•

Category leadership

•

Social/digital

Increase

Marketing

99%

47%

13%

Total Veg

BE Veg

BE Voila!

HH

Penetration

Source: IRI US Multi-Outlet data, based on IRI’s Pinnacle custom definitions, 2016 period ending 12/25/16.

Veg

Market Share

+4.7 pts

since IPO

Better Center of Store

35

1% PF Center of Store Growth is worth ~$15 million in Net Sales

43% of consumers

planning on eating less processed

foods this year

61%

of households

are 1-2 persons, driving need for

smaller servings size options

Sources: Mintel Oxygen American Lifestyles 2014: Looking Forward; US Census Bureau.

Better Center of Store Amplifier

Expand Clean Ingredients

•

Reduction of negatives

•

Presence of positives

•

“Kitchen Logic”

Focus:

2015

Target

% of Sales from Clean Label

~15%

~30%

Enhanced Consumer

Experience

•

Small households

•

Single-serve and on-the-go

•

Higher quality ingredients

Portion

Control

Better

For You

Add

Relevance in

Challenged

Categories

36

Enhanced Channel Coverage Amplifier

Drive Channel Growth

•

Dedicated cross functional teams

•

Channel-specific SKUs

•

Improved margins

Focus:

15.2%

6.3%

4.7%

2.9%

2.2%

Online

Club

C-store

Groc/

Mass/Drug

Value

Channel Growth

2012-2016 CAGR

Expand Online Share

•

Team and portfolio build-out

•

Integrated supply chain plan

•

Frozen Vegetables growing ~20%

Online share of the U.S.

grocery market is expected to double in

the next five years

Source: Kantar IQ; Package Facts: Brick Meets Clicks, A.T. Kearney analysis.

Channels

Growing Well

Above Company

Averages

37

Amplifying the Playbook

Acquisition &

Integration

Expertise

Expand

Margins &

Cash Flow

Accelerate

Profitable

Top-Line Growth

38

Strengthen

Capabilities;

Maintain Costs

Capabilities / Maintain Cost Amplifier

39

Optimize SG&A

Peer Avg.

Pinnacle

~12%

9%

(% of Net Sales)

SG&A Overhead

•

Deployment prioritized

•

Simplification and scale

•

Indirect cost reduction

•

Boulder synergy capture

Strengthen Operational

Capabilities

•

Enhanced planning

•

Supply chain focus

•

Best of both in PF and Boulder

•

Functional focus on marketing

and sales

Focus:

Maintain

SG&A

Overhead

at 9%

Amplifying the Playbook

Expand

Margins &

Cash Flow

Accelerate

Profitable

Top-Line Growth

Strengthen

Capabilities;

Maintain Costs

40

Increase

M&A Potential

Increased M&A Potential Amplifiers

41

Playbook Validated

North America focus

Existing/adjacent categories

Strong #1 or #2

Synergy-rich transaction

Speed of integration

>$750MM sales since IPO

Integration Complete

Boulder integration

Leverage reduction

Dedicated Corporate

Development resource

Prepared for Next M&A

•

Existing/related

categories

•

Non-core with

current owner

•

H&W credentials in

consumer focus areas

•

Scale benefits in

Boulder

Health & Wellness

Iconic Brands

Expand Optionality

Executing

Transformative

M&A Remains

a Priority

•

Transaction Overview

•

Pinnacle Overview

•

Pinnacle Business Update

•

Financial Update

Agenda

42

Actual

Vs. PY

Estimate

Vs. PY

Net Sales

$2,269

+17.4%

$3,125 -

$3,130

~18%

Adj. Diluted EPS

(1)

$1.36

+12.4%

$2.14 -

$2.15

~12%

Free Cash Flow

(2)

$163

+$37

$380

-

$385

+$115 -

$120

Strong 2016 Results

$m, except EPS

43

9 Months

Ended 9/25/16

Full-Year

Ended 12/25/16

Note: All 2016 data is unaudited.

(1)

Adjusted Diluted EPS presented above is on a Non-GAAP basis.  See reconciliation to GAAP financial measures in Appendix.

(2)

Free cash flow is the sum of cash flow from operating activities less capital expenditures. See reconciliation to GAAP financial measures in Appendix.

Note:

2016

includes

Boulder

Brands.

Sustained Productivity Outpacing Inflation

44

Inflation

Productivity

4.1%

3.7%

3.8%

~4.0%

2.3%

2.7%

3.2%

~2.3%

2013

2014

2015

2016E

2016E

2015

2014

2013

% of Cost of Goods Sold

Productivity

Averaged

~125 bps above

Inflation

since IPO

2013

2014

2015

2016E

$84m

$108m

~$100m -

$102m

$103m

Disciplined Capital Expenditures

Base

Acquisition-related

% of Net

Sales

3.4%

4.0%

4.1%

~4%*

* Includes capital leases.

Note: 2016 base CAPEX includes Boulder.

45

Deferred

~$20m with

Capital Leases

Continued Strong Cash Flow Generation

Peer

Average

Pinnacle

FCF Yield

~4%

~6%

Free Cash Flow

(1)

2013

2014

2016E

2015

$178m

$298m*

$264m

Operating Cash Flow

CAPEX

$380m –

$385m

Delivered

>$1.1bn

FCF since

IPO

* Excludes the benefit of $150 million Hillshire net termination fee.

Note: FCF Yield based on industry analysts’  valuation analyses using prices as of 1/16/17 and Pinnacle analysis.

(1)

Free cash flow is the sum of cash flow from operating activities less capital expenditures. See reconciliation to GAAP financial measures in Appendix.

46

Cash Amplifier

Capital Expenditures

Strategic

Sustaining

Value

Generating

Decomposition of CAPEX

•

~4% of net sales

•

Birds Eye and Gardein focus

•

Leadership Brand distortion

•

Select IT investments

Cash Conversion Cycle

Low

PF

High

Avg.

Peer Days Benchmark

Focus:

•

Integrated Business Planning 

•

Vendor terms management

•

Inventory optimization

~$30m

Additional Cash

from 5-Day Cycle

Reduction

47

Note: Leverage ratio defined as Total Net Debt / Covenant Compliance EBITDA, as per PF debt agreements and  public filings.

7.6X

6.2X

4.5X

4.9X

3.8X

4.8X

<4.25XX

3.7X

Apr ‘07

Blackstone

LBO

Dec ‘09

Birds Eye

Acquisition

Mar ‘13

IPO

Oct ‘13

Wish-Bone

Acquisition

Dec ‘15

Dec ‘15

Pro Forma

for BDBD

Acquisition

Dec ‘17

Estimate

IPO proceeds

used to

reduce debt

Approximate

2-year path

to 3.8X

Target

deleveraging

post acquisition

History of Deleveraging Post Acquisition

Leverage Ratio

Dec ‘16

Estimate

48

2016

Leverage Ratio

< 4.25x

Threshold!

Note: Operating Income and EPS presented above are on a Non-GAAP basis.

Accretive Acquisitions Accelerate Growth Beyond Algorithm

Adjusted Basis

Net Sales

Operating Income

EPS

Dividend Yield

LT Organic Growth

Target

4 -

6%

7 -

9%

~2.5%

In Line with or

Above Categories

10 -

12%

Long-Term Algorithm

49

2017

$2.43 -

$2.48*

Excludes 2017 adoption of new

Accounting Standard for Stock-based

Compensation, which will benefit ETR

by ~125bps and EPS by ~$0.05.

This impact will vary from year to year

*  Excludes fees and expenses related to the proposed

refinancing

Amplifying the Playbook

50

Expand

Margins &

Cash Flow

Accelerate

Profitable

Top-Line Growth

Strengthen

Capabilities;

Maintain Costs

Increase

M&A Potential

Appendix

Pinnacle

Foods

($ in millions)

9 Months Ending

LTM

Pinnacle Foods

2013

2014

2015

9/27/2015

9/25/2016

9/25/2016

GAAP Net Income

$89.3

$248.4

$212.5

$133.3

$123.0

$202.2

Interest Expense, Net

132.2

96.1

88.3

66.0

103.5

125.8

Income Tax

71.5

167.8

123.9

76.8

79.9

127.0

Depreciation & Amortization

78.2

80.6

89.7

67.4

78.7

101.0

GAAP EBITDA

$371.3

$592.9

$514.4

$343.5

$385.1

$555.9

Unrealized (Gains) Losses Resulting from Hedging Activities

(0.7)

12.5

(2.0)

(0.2)

(9.2)

(11.0)

Adjustments Related to Application of Purchase Accounting

6.3

0.6

--

--

10.4

10.4

Tradename Impairment Charges

--

--

--

--

11.2

11.2

Non-Cash Compensation Charges

--

27.2

1.6

1.6

--

--

Unrealized Foreign Exchange Losses

--

0.7

4.7

3.7

(1.0)

0.0

Acquisition or Other Non-Recurring Merger Costs

9.5

(144.5)

2.7

1.1

6.8

8.4

Restructuring, Integration, and Business Optimization Expenses

8.0

11.0

9.5

6.9

31.7

34.3

Employee Severance

4.7

3.5

0.7

0.2

--

0.5

Management, Monitoring, Consulting and Advisory Fees

19.2

--

--

--

--

--

Other

34.2

0.2

--

--

--

--

Adjusted EBITDA

$452.4

$504.0

$531.6

$356.8

$434.9

$582.2

Wish-Bone, Gardein Protein, and Boulder acquisition adjustments

54.7

25.3

60.5

37.9

24.1

46.8

Non-Cash Equity-Based Compensation

7.9

8.8

13.6

9.9

9.4

13.0

Covenant Compliance EBITDA per Credit Agreement Definition

$515.0

$538.1

$605.7

$404.5

$468.4

$669.5

Non-cash (gains) / losses resulting from mark-to-market

adjustments of obligations under derivative contracts

Additional COPS to write-up to fair market value of inventories

acquired through acquisitions

Non-cash employee incentives and retention charges from

termination of Hillshire merger agreement and equity-based

compensation charges from liquidity event with associated

with the reduction in December 2014 of Blackstone’s

ownership to 16.5%

Foreign exchange losses resulting from intra-entity loans

anticipated to be settled in the foreseeable future

Expenses related to secondary offerings of common stock and

receipt of Hillshire merger termination fee. For the three-

months ended March 27, 2016, represents integration costs of

Boulder acquisition

Integration costs of Gardein, Wish-Bone, and Boulder and gain

from sales of Millsboro and Tacoma Facilities

Severance costs paid or accrued to terminated employees

1

2

1

4

5

7

8

2

3

4

5

6

Management/advisory fees paid to an affiliate of Blackstone,

including fees relating to the termination of the advisory

agreement in connection with the IPO

9

Premium and fees paid for redemptions of notes and costs for

the recall of Aunt Jemima

product of $2.1 million

10

7

8

6

9

11

Pro Forma Net Cost Savings projected to be realized from the

Gardein, Wish-Bone, and Boulder acquisitions

11

10

Represents tradename

impairment on Celeste

($7.3 million),

Aunt Jemima

($3.0 million), and Synder

of Berlin

($0.9 million)

3

Reconciliation from GAAP to Adjusted Financial Measures

52

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$2,656

$741

27.9%

$425

$212

117.3

$1.81

Acquisition, merger and other restructuring charges (1)

10

0.3%

14

10

0.08

Other non-cash items (2)

(1)

0.0%

4

3

0.03

Adjusted

2,656

750

28.2%

443

225

117.3

$1.92

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$2,591

$681

26.3%

$512

$248

116.9

$2.13

Acquisition, merger and other restructuring charges (3)

12

0.4%

(130)

(79)

(0.68)

Other non-cash items (4)

18

0.7%

41

34

0.29

Adjusted

2,591

711

27.4%

423

203

116.9

$1.74

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$2,464

$654

26.5%

$293

$89

108.6

$0.82

Acquisition, merger and other restructuring charges (5)

4

0.2%

22

14

0.13

Other non-cash items (4)

6

0.3%

6

3

0.03

Other adjustments (6)

53

55

0.51

Adjusted

2,464

664

27.0%

374

161

108.6

$1.49

IPO and Refinancing (7)

16

8.0

0.03

Pro Forma

$2,464

$664

27.0%

$374

$177

116.6

$1.52

Stock-based Compensation

1

1

8

6

0.05

Pro Forma Excluding Stock-based Compensation

$665

$665

$382

$183

116.6

$1.57

Gross Profit

Gross Profit

Gross Profit

Reconciliation from GAAP to Adjusted Financial Measures

(1)

Primarily includes: Plant integration and restructuring charges and expenses related to the Boulder acquisition.

(2)

Primarily includes: Foreign exchange losses resulting from intra-entity loans, equity-based compensation exp. related to the Hillshire agreement termination and mark-to-market losses.

(3)

Primarily includes: Hillshire agreement termination fee (net of costs), restructuring charges including integration costs, employee severance and non-recurring merger costs.

(4)

Primarily includes: Equity-based compensation expense resulting from liquidity event, fair value write-up of acquired inventories and mark-to-market gains/losses.

(5)

Primarily includes: Restructuring charges from plant consolidations, integration costs, non-recurring merger costs and employee severance.

(6)

Primarily includes: Bond redemption costs and management fee paid to sponsor.

(7)

Pro forma data reflects Adjusted Statement of Operations amounts assuming IPO and 2013 Refinancing occurred on the first day of Fiscal 2013.

Year (52 Weeks) Ended December 29, 2013

Year (52 Weeks) Ended December 27, 2015

Year (52 Weeks) Ended December 28, 2014

53

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$2,479

$585

23.6%

$284

$53

86.5

$0.61

Acquisition, merger and other restructuring charges (1)

38

1.5%

45

28

0.32

Other non-cash items (2)

(1)

0.0%

Other adjustments (3)

1

0.0%

21

23

0.27

Adjusted

2,479

623

25.1%

350

104

86.5

$1.20

IPO (4)

30

30.9

(0.08)

Public company costs (4)

(3)

(2)

Pro Forma

$2,479

$623

25.1%

$347

$132

117.4

$1.12

Gross Profit

(1)

Primarily includes: Accelerated depreciation from plant consolidations, restructuring charges including integration costs and employee severance.

(2)

Primarily mark to market gains.

(3)

Primarily includes: Bond redemption costs.

(4)

Pro forma data reflects Adjusted Statement of Operations amounts assuming IPO occurred on the first day of Fiscal 2012.

Year (53 Weeks) Ended December 30, 2012

Reconciliation from GAAP to Adjusted Financial Measures

54

First Nine Months (39 Weeks) Ended September 25, 2016

(1)

Primarily includes: Restructuring charges, acquisition integration costs  and acquisition-related expenses. 

(2)

Represents expenses related to the write-up to fair value of inventories acquired as a result of the Boulder acquisition, mark-to-market gains, and unrealized foreign

exchange losses resulting from intra-entity loans.

(3)

Represents mark-to-market gains, unrealized foreign exchange losses resulting from intra-entity loans and employee stock compensation expense related to the

terminated Hillshire merger agreement.

First Nine Months (39 Weeks) Ended September 27, 2015

Reconciliation from GAAP to Adjusted Financial Measures

55

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$2,269

$648

28.6%

$306

$123

117.9

$1.04

Acquisition, merger and other restructuring charges (1)

4

0.2%

39

29

0.25

Other non-cash items (2)

1

0.0%

11

8

0.07

Adjusted

$2,269

$653

28.8%

$356

$160

117.9

$1.36

Operating

Diluted

In millions, except per share

Income

Diluted

Earnings

Net Sales

$

% Margin

(EBIT)

Net Earnings

Shares

Per Share

Reported

$1,933

$518

26.8%

$276

$133

117.3

$1.13

Acquisition, merger and other restructuring charges (1)

7

0.4%

9

6

0.05

Other non-cash items (3)

1

0.1%

5

3

0.03

Adjusted

$1,933

$526

27.2%

$290

$142

117.3

$1.21

Gross Profit

Gross Profit

Reconciliation from GAAP to Adjusted Financial Measures

56

($ in millions)

9 Months Ending

LTM

Expected

Pinnacle Foods

2013

2014

2015

9/27/2015

9/25/2016

9/25/2016

2016E

Net Cash Provided by Operating Activities

$262.2

$550.7

$372.9

$210.8

$239.9

$402.0

~$480 -

$485

Capital Expenditures

(84.1)

(103.0)

(108.5)

(84.7)

(76.6)

(100.4)

~(100) -

(102)

Free Cash Flow

$178.2

$447.7

$264.4

$126.1

$163.3

$301.7

~$380 -

385