This is the initial public offering of shares of our common stock. We are selling 11,090,000 shares of our common stock and the selling stockholders identified in this prospectus are selling 7,510,000 shares of our common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is $21.00 per share.

Our common stock has been approved for listing on The New York Stock Exchange (the "NYSE") under the symbol "APFH."

After the completion of this offering, funds managed by Oaktree Capital Management, L.P. ("Oaktree") will continue to own a majority of the voting power of all outstanding shares of our common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Principal and Selling Stockholders."

Investing in our common stock involves risk. See "Risk Factors" beginning on page 17 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

To the extent that the underwriters sell more than 18,600,000 shares of our common stock, the underwriters have the option to purchase up to an additional 2,790,000 shares from the selling stockholders at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus. We will not receive any proceeds from the exercise of the underwriters' option to purchase additional shares from the selling stockholders.

The underwriters expect to deliver the shares against payment in New York, New York on or about July 20, 2016.

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Neither we, the selling stockholders nor the underwriters are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or such other date stated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We obtained the industry, market and competitive position data used throughout this prospectus from internal company surveys and management estimates as well as from industry and general publications and research, surveys and studies conducted by third parties. We believe these internal company surveys and management estimates are reliable; however, no independent sources have verified such surveys and estimates. Third-party industry and general publications, research, studies and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor the selling stockholders have independently verified any of the data from third-party sources and cannot guarantee its accuracy and completeness.

Forecasts and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed under "Risk Factors," "Special Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Some of the more important registered U.S. trademarks and trade names are AdvancePierre Foods®, Barber Foods®, Better Bakery®, Big AZ®, Drive Thru®, Fast Classics®, Fast Fixin'®, Hot 'n' Ready®, Landshire®, Pierre™, Pierre Signatures®, PB Jamwich®, The Pub®, Smart Picks® and Steak EZE®. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective holders.

As used in this prospectus, unless otherwise noted or the context otherwise requires, (1) references to the "company," "we," "our," or "us" are to AdvancePierre Foods Holdings, Inc. and its consolidated subsidiaries, (2) references to "AdvancePierre" are to AdvancePierre Foods Holdings, Inc. exclusive of its subsidiaries, (3) references to "APF Holdco" are to Pierre Holdco, Inc., a direct wholly-owned subsidiary of AdvancePierre, and (4) references to "APF" are to AdvancePierre Foods, Inc., an indirect wholly-owned subsidiary of AdvancePierre and a direct subsidiary of APF Holdco.

References to "fiscal 2015" are to the 52-week period ended January 2, 2016, references to "fiscal 2014" are to the 53-week period ended January 3, 2015, references to "fiscal 2013" are to the 52-week period ended December 28, 2013, references to "fiscal 2012" are to the 52-week period ended December 29, 2012 and references to "fiscal 2011" are to the 52-week period ended December 31, 2011. References to "Q1 2016" are to the 13-week period ended April 2, 2016, and references to "Q1 2015" are to the 13-week period ended April 4, 2015. In this prospectus, (1) financial data for fiscal 2015, fiscal 2014 and fiscal 2013, and balance sheet data as of January 2, 2016 and January 3, 2015, is derived from our audited consolidated financial statements included elsewhere in this prospectus, (2) financial data for fiscal 2012 and fiscal 2011, and balance sheet data as of December 28, 2013, December 29, 2012 and December 31, 2011, is derived from our unaudited consolidated financial statements that are not included in this prospectus and (3) financial data for Q1 2016 and Q1 2015, and balance sheet data as of April 2, 2016, is derived from our unaudited consolidated interim financial statements included elsewhere in this prospectus.

References to "ready-to-eat sandwiches" means bun based sandwiches, breakfast sandwiches, stuffed pockets and sliced meat deli sandwiches and excludes hot dogs and wrap-based sandwiches.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

PROSPECTUS SUMMARY

This summary highlights certain significant aspects of our business and this offering. This is a summary of information contained elsewhere in this prospectus, is not complete and does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the information presented under the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making a decision to invest in our common stock. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of certain factors such as those set forth in the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements." When making an investment decision, you should also read the discussion under "Basis of Presentation" for the definition of certain terms used in this prospectus and other matters described in this prospectus.

Who We Are

We are a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. We hold the number one or number two market share position by sales or volume in nearly all our major product categories, with net sales of $1.6 billion in the twelve months ended April 2, 2016 and $1.6 billion in fiscal 2015. We offer a differentiated value proposition to our customers due to our scale, broad product portfolio, customization capabilities, national distribution and food safety track record.

We market and distribute approximately 2,600 stock keeping units ("SKUs") across all day parts in multiple product categories, including: (1) ready-to-eat sandwiches, such as breakfast sandwiches, peanut butter and jelly ("PB&J") sandwiches and hamburgers; (2) sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks; and (3) other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites. In fiscal 2015, 67.4% of our net sales were attributable to the fast-growing ready-to-eat sandwiches and sandwich components categories. Our products are shipped frozen to our customers and sold under our commercial and retail brands, as well as private label and licensed brands.

We control more steps within the production process than most of our competitors. This integrated approach allows us to add value throughout our processes, generate attractive margins and provides us with a significant competitive advantage. Our value-added processes include recipe formulation, pre-preparation by chopping, breading, seasoning and marinating, food preparation by baking, charring, frying and grilling, assembly and packaging. Our integrated bread and biscuit production capabilities are a key differentiator due to proprietary formulations that we believe produce superior tasting sandwiches.

We sell to a diverse set of over 3,000 customers and have an average relationship tenure of approximately 20 years with our top 20 customers. We employ a customer-centric approach, which is rooted in market-leading research and development ("R&D") capabilities, product quality and customer service. We have dedicated marketing and sales teams for each of our channels to serve the specific needs of our customers. We enjoy "category captain" status in many of our product categories with our largest foodservice customers. In many cases, we collaborate with our customers to develop new products, customizing recipes and flavors in a cost efficient manner. We believe our customer-centric approach is a competitive advantage that helps our customers grow their businesses and, in turn, accelerates our organic growth and profitability.

cycles. In fiscal 2015, 55.0% of our net sales were generated from our Foodservice segment, where our commercial brands are highly sought-after and trusted by chefs, cooks and other purchasers. In our Retail segment, in addition to selling our branded products, we also leverage our R&D capabilities to co-create exclusive products and packaging designs with our customers under their private label brands. In our Convenience segment, we are a leading supplier of ready-to-eat sandwiches and sandwich components to national and regional convenience chains and vending providers.

We have an attractive financial profile with steady, organic volume growth, healthy margins, modest capital expenditures and limited working capital requirements. These characteristics enable our business to generate strong cash flows. Our earnings profile also benefits from a lean selling, general and administrative ("SG&A") cost structure and a scaled, efficient supply chain network. We intend to use these attributes to enhance stockholder value by paying regular dividends, reducing our indebtedness, strategically deploying our capital to fund organic growth opportunities and financing value-enhancing acquisitions.

In the twelve months ended April 2, 2016, we generated $1.6 billion in net sales, $43.2 million of net income and $267.3 million in Adjusted EBITDA. In fiscal 2015, we generated $1.6 billion in net sales, $37.1 million of net income and $260.2 million in Adjusted EBITDA. Our net sales and Adjusted EBITDA in fiscal 2015 reflect a compound annual growth rate ("CAGR") of 3.9% and 26.2%, respectively, since fiscal 2013. In fiscal 2015, we also generated $157.2 million of cash flow from operating activities. See "—Summary Historical Consolidated Financial Data" for a reconciliation of Adjusted EBITDA to net income.

Our Recent Performance and the APF Way

During 2013 and 2014, our board of directors transformed our senior management by hiring John Simons as President and Chief Executive Officer and four of the seven other members of our current executive team. This new team has revamped our cost structure, budgeting tools and pricing methodology by implementing a continuous improvement program that we call the "APF Way." The APF Way uses a data-driven analytical framework to drive growth and profitability through improved commercial decision-making, excellence in sales and marketing and productivity in procurement, logistics and production.

We believe the APF Way has fundamentally changed the cost structure of our business and has been a major factor in our recent volume, sales and profitability growth. Initially, we focused on reducing our cost structure by executing on productivity initiatives and re-aligning trade promotion allowances, resulting in $138.6 million in implemented annualized savings from 2013 to 2015. In addition, we eliminated approximately $100 million of sales associated with lower margin contracts. We have invested in new systems and processes that enable us to deliver continuous productivity savings and effectively manage margins and profitability. Our Adjusted EBITDA margin, which we calculate as Adjusted EBITDA divided by net sales, expanded from 10.9% in fiscal 2013 to 16.1% in fiscal 2015, even as our raw material costs rose significantly. Our net sales and volume grew at a CAGR of 8.6% and 3.6%, respectively, in our three core segments from fiscal 2013 to fiscal 2015. Going forward, we

expect these investments and discipline will allow us to continue to deliver overall growth and attractive margins.

Our Segments

We manage and report our operations in four segments with Foodservice, Retail and Convenience representing our core segments. Our fourth segment, Industrial, consists of sales to other food producers under short-term co-manufacturing agreements.

Foodservice. The foodservice industry supplies the diverse U.S. "food-away-from-home" industry. The foodservice industry had $232 billion of sales in 2015 and is expected to have 2.3% annual growth over the next five years, according to Technomic Inc. ("Technomic") data prepared in 2016. Our Foodservice customers include leading national and regional distributors, who then sell our products to end-customers such as restaurant operators, schools, healthcare providers, hospitality providers, the U.S. military and grocery deli counters. We supply 89 of the largest 100 school districts in the United States, directly and through distributors, and work closely with school districts to develop nutritious meal options with good quality and value. We also directly supply many national restaurant chains. We sell a diverse portfolio of products into the foodservice channel, including ready-to-eat sandwiches, such as breakfast sandwiches, PB&J sandwiches and hamburgers, sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks, and other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites. We primarily sell our products under our own commercial brands, which are highly sought-after and trusted by chefs, cooks and other purchasers. Commercial and private label brands accounted for 71.5% and 28.5%, respectively, of our Foodservice net sales for fiscal 2015.

Retail. Frozen and refrigerated handhelds, which includes ready-to-eat sandwiches, accounted for $4.1 billion of industry-wide retail sales in 2015, with 5.3% annual growth since 2010, according to Information Resources, Inc. ("IRI") data prepared in 2016. Within frozen and refrigerated handhelds, breakfast handhelds accounted for $1.2 billion of industry-wide retail sales in 2015, with 14.6% annual growth since 2010, according to IRI data prepared in 2016. We serve a wide array of retail customers including national and regional grocery chains, major warehouse club stores, mass retailers and dollar stores. Key products that we sell into the retail channel include ready-to-eat sandwiches, such as breakfast sandwiches, grilled chicken sandwiches and stuffed pockets, sandwich components, such as chicken patties and Philly steaks, and other entrées and snacks, such as stuffed chicken breasts. In addition to selling our branded products, we also leverage our R&D capabilities to co-create exclusive products and packaging designs with our Retail customers under their private label brands. For fiscal 2015, 69.4% of our Retail net sales were attributable to our retail brands, such as Barber, Pierre and Fast Fixin', 29.8% to private label brands and the rest to licensed brands.

Convenience. Industry-wide prepared food sales in the convenience channel were $42 billion in 2014, with approximately 8% annual growth since 2012, according to National Association of Convenience Stores ("NACS") data prepared in 2015. Our Convenience customers include national and regional convenience chains and vending providers. We partner with our Convenience customers to develop customized, ready-to-eat sandwiches, such as breakfast sandwiches and hamburgers, sandwich components, such as chicken patties, and other entrées and snacks, such as cinnamon dough bites. For fiscal 2015, 77.6% of our Convenience net sales were attributable to our retail brands, such as Big AZ, 21.6% to private label brands and the rest to licensed brands.

Industrial. In order to optimize capacity utilization across our production network, we opportunistically enter into short-term co-manufacturing agreements with other food producers, such as packaged food companies. Due to the lower margin nature of this business, we have strategically reduced our percentage of net sales generated by this segment from 15.7% in fiscal 2013 to 7.9% in fiscal 2015.

Our Strengths

We believe the following strengths differentiate us from our competitors and will contribute to our ongoing success:

Leading Market Positions in Attractive, Growing Categories

We hold the number one or number two market share position by volume in nearly all of our major product categories and are well positioned to capitalize on growth in our markets. We are the number one player with market shares ranging from approximately 30% to 65% in our top five product categories, which represent 68% of our net sales in fiscal 2015. Within most of our major product categories, we are the only full-service operator of scale and compete against smaller, regional players with limited product breadth, production capacity and capabilities. We typically do not compete against large packaged food companies given our foodservice focus and the customization requirements of our customers.

We produce over 600 million sandwiches per year and 67.4% of our net sales are related to ready-to-eat sandwiches and sandwich components. We are a leading provider of lunch and dinner

sandwiches to the foodservice, retail and convenience channels. Our superior bread quality is an important purchase driver for our sandwiches.

Long-Standing, Collaborative Customer Relationships Create a High Barrier to Entry

Our strong customer relationships across a diverse set of customers provide a significant competitive advantage and create a high barrier to entry. For fiscal 2015, our top ten customers accounted for 53.4% of our net sales, with our two largest customers, Sysco Corporation and U.S. Foods, Inc., accounting for 13.6% and 12.0%, respectively, of our net sales in fiscal 2015. Our two largest customers collectively source over 1,800 SKUs from our portfolio and buy across multiple contracts for a diverse set of end-customers, making us an important supplier and giving us a stable and consistent revenue base.

We have deep and collaborative relationships with an average tenure of approximately 20 years with our top 20 customers. We maintain our relationships through our segment-focused marketing teams and an experienced sales force of approximately 100 associates who work closely with customers to meet their needs. Our foodservice commercial brands are highly sought-after and trusted by chefs, cooks and other purchasers for their consistent food safety, premium quality and taste profile. Given our track record, we enjoy "category captain" status in many of our product categories. We produce approximately 2,600 SKUs for our customers, who source a high volume and a variety of products from us, making us an important supplier and partner. We expect to continue to have a competitive advantage as our customers focus on large scale suppliers in order to streamline and optimize their supply chains.

We offer a differentiated value proposition to our customers due to our scale, broad product portfolio, customization capabilities, national distribution and food safety track record.

Leader in On-Trend, Fast-to-Market New Product Development

We believe our customer-centric approach, which is rooted in market-leading R&D capabilities, product quality and customer service, differentiates us from our competitors and has allowed us to accelerate our organic growth and improve our profitability. Our product innovation and R&D expertise span areas such as flavor development, recipe formulation, nutrition science, bakery science and food safety. In recent years, we have enhanced our new product development and customer insight capabilities and, in 2015, we opened a state-of-the-art 3,200 square foot R&D facility in West Chester, Ohio.

The food industry today is characterized by rapidly changing menus and evolving consumer taste profiles. In this environment, our customers value our ability to co-create new products with flavor profiles that differentiate their offerings and successfully commercialize new products with speed and efficiency. We launched 543 new SKUs in the last three years, accounting for 12.7% of our net sales in fiscal 2015. Our innovation, sales force and marketing teams collaborate with customers to co-create highly customized products and are able to mobilize quickly to respond to customer requests.

Scale and Production Efficiency with a National Distribution Footprint

We benefit from a national, scaled production, procurement and logistics network with low production, freight and warehousing costs. We believe our efficient cost structure provides a sustainable competitive advantage and enables us to offer a customized and varied set of products to our customers at competitive prices.

We have two integrated bakery facilities which allow us to source approximately 60% of our bread in-house (excluding bread for our PB&J sandwiches). Our ten production facilities benefit from economies of scale, which when combined with our national distribution capabilities, differentiate us from our competitors and make us a valuable supplier for both national and regional customers. All of our facilities have achieved Safe Quality Food ("SQF") Level 3 food safety certification, the highest level of such certification from the Global Food Safety Initiative ("GFSI").

Attractive Financial Profile

We have an attractive financial profile with steady, organic volume growth in our core segments, healthy Adjusted EBITDA margins, modest capital expenditures and limited working capital requirements.

We are able to deliver attractive Adjusted EBITDA margins due to the high value-added nature of our products. Our margin profile is well protected given our ability to proactively adjust pricing frequently to reflect input cost movements with minimal lag time. Only 16.2% of our net sales in fiscal 2015 were subject to fixed price arrangements. We also have a lean and scalable cost structure. We plan to continue leveraging the APF Way to deliver operational productivity savings, improve our business mix and increase the effectiveness of our trade promotion allowances. Our business has relatively low capital expenditure requirements, with maintenance expenditures typically averaging approximately 1% of our net sales.

Proven Acquisition Expertise

We have a successful track record of sourcing, executing and integrating acquisitions, beginning with the combination of Pierre Foods, Inc., APF's predecessor, with Advance Food Company, Inc. and Advance Brands, LLC in 2010. Given our scale and breadth of capabilities, we believe we are well positioned to consolidate the fragmented industry in which we operate. We maintain a highly disciplined approach to acquisitions, focusing on opportunities that diversify our products, add production capabilities, expand production capacity and allow for meaningful synergy realization. In

addition to realizing cost synergies, we leverage our sales teams to expand distribution of newly acquired brands and products and cross-sell across our channels to drive sales synergies.

Since 2011, we have completed three accretive acquisitions, which contributed $166.4 million of incremental net sales in fiscal 2015. In June 2011, we acquired Barber Foods, LLC ("Barber Foods"), a producer of premium stuffed entrées, which strengthened our retail presence and expanded our chicken-based product offering. In January 2015, we acquired the wholesale business and production assets of Landshire, Inc. ("Landshire"), which broadened our portfolio of premium sandwiches to include sliced meat sandwiches and added incremental, margin-enhancing baking and assembly production capabilities. In April 2015, we acquired the business and production assets of Better Bakery, LLC ("Better Bakery") to expand into stuffed sandwiches, one of the largest ready-to-eat sandwich categories.

Talented Management Team with a Track Record of Driving Growth and Reducing Costs

We have a deep bench of talented management led by our President and Chief Executive Officer John Simons, who has over 25 years of foodservice and retail experience. Since 2013, we have assembled an experienced management team through strategic hiring of key leaders and expanded organizational capabilities in R&D, sales and marketing. Our management team has an average of 25 years of expertise in the foodservice, retail and convenience industries and has demonstrated its ability to deliver on key strategic initiatives, which have transformed business performance. In the last two years, our management team's key accomplishments include implementation of the APF Way, successful integration of two value-enhancing acquisitions and significant margin improvement.

Our Strategy

Expand Our Market Leading Positions in Growing Channels and Categories

We are focused on expanding our leadership position within our core segments of Foodservice, Retail and Convenience.

We believe the ready-to-eat breakfast sandwich category is a key growth opportunity for us. We hold the number one position with a 64% market share in breakfast sandwiches sold in the convenience channel. We are also the largest supplier of private label breakfast sandwiches in the retail channel, with a 56% market share, according to IRI data prepared in 2016. Private label sales of retail frozen breakfast sandwiches are underpenetrated compared to the frozen food market and therefore we believe poised for significant growth. We will continue to leverage our sandwich expertise and customer relationships to grow our share in breakfast sandwiches in the retail channel and with foodservice distributors and schools.

We believe we have multiple growth opportunities across our core segments. In Foodservice, we plan to expand distribution of our products to new customers, such as coffee shops, theaters, grocery deli counters and hospitality providers. In Retail, in addition to growing our sandwich business, we are launching product extensions for Barber Foods and Better Bakery and expanding distribution within rapidly growing dollar stores. In Convenience, we are expanding our breakfast product portfolio and launching Better Bakery products.

We are also expanding our lineup of products to take advantage of recent consumer trends. We have successfully launched snacking-oriented products, such as crispy sausage snacks, PB&J snack bars and cinnamon dough bites, and better-for-you products, such as antibiotic, hormone-free fully-cooked burgers.

Drive Growth Through Focus on Innovation

Our product categories offer potential for value-added product innovation. We believe our innovation capabilities, combined with our investments in consumer insights and our ability to partner

with customers to co-create products, will enable us to continue to introduce successful new products to drive sales growth and margin improvement across our portfolio.

Our R&D team is focused on developing products in line with key consumer trends, such as breakfast sandwiches, better-for-you products and snacking-oriented products. Examples of products in our innovation pipeline include ready-to-eat breakfast sandwiches that meet the new K-12 nutrition guidelines, premium offerings for club stores and new limited time offers for key convenience store chain customers. We are also partnering with various customers to develop on-trend, protein-based snacks.

Deliver Attractive Margins through Dynamic Pricing and Leveraging the APF Way

We believe we are well positioned to deliver attractive margins given the high value-added nature of our products, our dynamic pricing model and our ability to generate ongoing productivity savings by leveraging the APF Way. In addition, our focus on improving our product mix, leveraging our scalable organization structure and realizing synergies from acquisitions supports our margin profile. Under the APF Way, we are implementing multiple initiatives across the areas of production, procurement, commercial and logistics that we expect will deliver ongoing productivity savings and help offset potential operational headwinds and cost inflation.

Acquire Value-Enhancing Businesses

We believe our scale and integration expertise allow us to make value-enhancing acquisitions. We operate in a highly fragmented industry with many opportunities to execute accretive transactions. Our integration expertise allows us to rapidly capture cost synergies and we are able to generate revenue synergies by leveraging existing customer relationships and marketing expertise to cross-sell products across channels. Our management team has an active pipeline of acquisition opportunities and maintains a regular dialogue with potential targets.

Return Capital and Reduce Debt

We believe our capital structure enables us to invest in our business and reduce our indebtedness, creating value for our stockholders. We also expect to return capital to our stockholders through regular dividend payments. Upon the completion of this offering, we intend to pay a regular ongoing quarterly cash dividend of approximately $0.14 per share. See "Dividend Policy" for additional details.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in "Risk Factors" immediately following this prospectus summary. These risks include, but are not limited to, the following:

•: The food industry in which we operate is highly competitive.
•: Disruption of our supply chain could adversely affect our business, financial condition and operating results.
•: Our top ten customers have historically accounted for a significant portion of our net sales.
•: Most of our customers are not obligated to continue purchasing products from us.
•: Increases in the prices of raw materials, particularly beef, poultry and pork, could reduce our operating margins.
•: Changes in consumer eating habits could adversely affect our business, financial condition and operating results.
•: If our products become contaminated or are mislabeled, we may be subject to product liability claims, product recalls and increased scrutiny by regulators, any of which could adversely affect our business.
•: We are subject to extensive governmental regulations, which require significant compliance expenditures.
•: We sell a large percentage of our products to schools, directly and through distributors, which subjects our sales volumes and, thus, our operating results, to seasonal variations.
•: We may be unsuccessful at identifying, acquiring or integrating future acquisitions.
•: Our high level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our floating-rate indebtedness and prevent us from meeting our obligations under our indebtedness.
•: Oaktree will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control.
•: We will be a "controlled company" within the meaning of the rules of the NYSE. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

Corporate Information

AdvancePierre was incorporated in Delaware on December 5, 2008 as Pierre Foods Holding Corporation and changed its name to AdvancePierre Foods Holdings, Inc. on March 16, 2016. Our executive offices are located at 9987 Carver Road, Blue Ash, Ohio 45242, and our telephone number at that location is (800) 969-2747. We maintain a website at www.advancepierre.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

Our Principal Stockholders

Prior to the completion of this offering, funds managed by Oaktree (our "principal stockholders") beneficially owned 79.9% of our common stock. Oaktree is a leader among global investment managers specializing in alternative investments, with $97 billion in assets under management as of December 31,

2015. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 900 employees and offices in 17 cities worldwide.

After the completion of this offering, our principal stockholders will beneficially own 60.3% of our common stock, or 57.2% of our common stock if the underwriters exercise in full their option to purchase additional shares from the selling stockholders. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE and Oaktree will continue to have significant influence over us and decisions made by our stockholders and may have interests that differ from yours. See "Risk factors—Risks Related to this Offering and Ownership of Our Common Stock—Oaktree will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control." We also intend to enter into a new stockholders agreement and an amended and restated registration rights agreement with our principal stockholders in connection with this offering. For more information regarding these agreements, see "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "—Registration Rights Agreement."

The Refinancing

As of April 2, 2016, we had $894.9 million of indebtedness outstanding under a first lien term loan (our "prior first lien term loan"), $375.0 million of indebtedness outstanding under a second lien term loan (our "prior second lien term loan" and, together with our prior first lien term loan, our "prior term loans") and $0.2 million of borrowings outstanding under an asset based revolving loan facility (our "ABL facility"). As of April 2, 2016, we also had $137.3 million of additional borrowings available under our ABL facility, after giving effect to $5.5 million of outstanding letters of credit.

On June 2, 2016, we entered into a new first lien term loan in an aggregate amount of $1.3 billion, which matures on June 2, 2023 (our "first lien term loan" and, together with our ABL facility, our "credit facilities"). On June 2, 2016, we also entered into an amendment to our ABL facility, which extended its maturity to June 2, 2021. We received proceeds of $1.3 billion, net of original issue discount, from our first lien term loan, which were used to repay our prior term loans, pay related accrued interest of $12.0 million and pay related loan origination expenses of $18.5 million. We refer to the incurrence of $1.3 billion, $6.5 million and $18.5 million of principal, original issue discount and unamortized loan origination expenses, respectively, related to our first lien term loan and the payoff of $1.3 billion and $19.6 million of principal and interest, respectively, related to our prior term loans as the "Refinancing." For additional information about our credit facilities, see "Description of Certain Indebtedness."

As of April 2, 2016, after giving effect to the Refinancing, we would have had $1.3 billion aggregate principal amount of indebtedness outstanding and $137.3 million of additional borrowings available under our ABL facility, after giving effect to $5.5 million of outstanding letters of credit.

The Offering


Common stock offered by us		11,090,000 shares
Common stock offered by the selling stockholders		7,510,000 shares
Underwriters' option to purchase additional shares of common stock from the selling stockholders		2,790,000 shares
Common stock to be outstanding immediately after this offering		78,586,202 shares
Use of proceeds		We estimate that the net proceeds to us from our sale of shares of common stock in this offering, after deducting estimated underwriting discounts and commissions, estimated offering expenses payable by us and the aggregate success fee of $9.0 million to be paid to Oaktree upon consummation of this offering, will be approximately $204.3 million.
		We intend to use the net proceeds from this offering to repay a portion of our first lien term loan. See "Use of Proceeds."
		We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders in this offering.
Risk factors		See "Risk Factors" beginning on page 17 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Dividend policy		We intend to pay a regular quarterly cash dividend of approximately $0.14 per share on our common stock, subject to the discretion of our board of directors and our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. In particular, our ability to pay dividends on our common stock is limited by covenants in our credit facilities and may be further restricted by the terms of any future debt or preferred securities. We do not currently believe that the restrictions contained in our credit facilities will impair our ability to pay regular quarterly cash dividends as described above. Because we are a holding company, our ability to pay dividends also depends on our receipt of cash dividends from our operating subsidiaries, which may be restricted in their ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. See "Dividend Policy" and "Description of Certain Indebtedness."
NYSE ticker symbol		"APFH"

Summary Historical Consolidated Financial Data

The following table summarizes our historical consolidated financial and other data for the periods and at the dates indicated. Our fiscal year is based on either a 52-week or 53-week period ending on the Saturday closest to each December 31.

We have derived the summary historical consolidated financial data for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013, and the summary balance sheet data as of January 2, 2016 and January 3, 2015, from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary balance sheet data as of December 28, 2013 from our unaudited consolidated financial statements that are not included in this prospectus. We have derived the summary historical consolidated financial data for the 13-weeks ended April 2, 2016 and April 4, 2015, and the summary balance sheet data as of April 2, 2016, from our unaudited consolidated interim financial statements included elsewhere in this prospectus. Our unaudited consolidated interim financial statements were prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial information. We have derived the summary historical consolidated financial data for the twelve months ended April 2, 2016 by adding the summary historical consolidated financial data for the 13-weeks ended April 2, 2016 to the summary historical consolidated financial data for the fiscal year ended January 2, 2016, and subtracting the summary historical consolidated financial data for the 13-weeks ended April 4, 2015. We believe that presentation of the summary historical consolidated financial data for the twelve months ended April 2, 2016 is useful to investors because it presents information about how our business has performed in the twelve month period immediately preceding the date of our most recent interim financial statements, which allows investors to review our current performance trends over a full year period, and presenting results for four consecutive quarters compensates for seasonal factors that might influence results in a particular quarter within the year. The results of operations of the assets of Landshire, which we acquired in January 2015, and of Better Bakery, which we acquired in April 2015, are reflected in our results as of and from the date of such transactions.

Our historical results are not necessarily indicative of future operating results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. Because the data in this table is only a summary and does not provide all of the data contained in our consolidated financial statements, the information should be read in conjunction with "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

(in millions, except per share data)	Q1 2016			Q1 2015			Fiscal 2015			Fiscal 2014			Fiscal 2013			Twelve Months Ended April 2, 2016

Statement of Operations:
Net sales	$	394.5		$	426.5		$	1,611.6		$	1,577.6		$	1,492.0		$	1,579.6
Cost of goods sold		270.5			314.1			1,158.2			1,227.1			1,144.3			1,114.6
Distribution expenses		23.8			25.0			96.5			99.3			95.3			95.3
Restructuring expenses		—			0.3			2.5			2.0			21.5			2.2

Gross profit		100.2			87.1			354.4			249.2			230.9			367.5
Selling, general and administrative expenses		54.4			46.2			196.2			167.6			160.5			204.4
Impairment charges		—			—			—			—			5.5			—
Restructuring expenses		—			0.6			2.2			5.3			10.2			1.6
Other expense, net		2.0			0.8			5.6			0.2			0.8			6.8

Operating income		43.8			39.5			150.4			76.1			53.9			154.7
Interest expense		25.8			26.5			104.4			105.6			104.6			103.7

Income (loss) before income taxes		18.0			13.0			46.0			(29.5	)		(50.7	)		51.0
Provision for income taxes		1.4			2.5			8.9			8.4			6.3			7.8

Net income (loss)	$	16.6		$	10.5		$	37.1		$	(37.9	)	$	(57.0	)	$	43.2



Per Share Data:
Net income (loss) per share(1):
Basic	$	0.25		$	0.16		$	0.57		$	(0.59	)	$	(0.90	)	$	0.66
Diluted	$	0.25		$	0.16		$	0.56		$	(0.59	)	$	(0.90	)	$	0.65
Statement of Cash Flows:
Cash flows provided by (used in):
Operating activities	$	40.1		$	(16.2	)	$	157.2		$	22.9		$	34.4		$	213.4
Investing activities		(9.8	)		(47.4	)		(108.3	)		(20.9	)		(11.8	)		(70.7	)
Financing activities		(7.9	)		72.1			(44.5	)		(2.1	)		(22.5	)		(124.4	)
Balance Sheet Data (at period end):
Cash and cash equivalents	$	26.9					$	4.5		$	0.1		$	0.3
Working capital(2)		126.3						127.4			158.7			142.9
Total assets(2)(3)		1,112.9						1,096.2			1,048.8			1,049.7
Total debt(3)		1,257.9						1,258.6			1,287.5			1,274.8
Total stockholders' deficit		(407.2	)					(427.2	)		(467.0	)		(427.4	)
Other Financial Data:
Adjusted EBITDA(4)	$	68.8		$	61.7		$	260.2		$	170.5		$	163.3		$	267.3

(1): Basic net income (loss) per share is calculated based upon the weighted average number of outstanding shares of common stock for the period, plus the effect of vested restricted shares. Diluted net income (loss) per share is calculated consistent with the calculation of basic net income (loss) per share, plus the effect of dilutive unissued common shares related to stock-based employee compensation programs. All of our unvested restricted stock awards were excluded from the computation of diluted net income (loss) per share for fiscal 2014 and fiscal 2013 because including them would have had an anti-dilutive effect due to our net loss position. There were no awards that could have diluted basic net income (loss) per share in the future that were not included in the computation of diluted net income (loss) per share in Q1 2016, Q1 2015 or fiscal 2015 as all awards were dilutive.
: All per share amounts have been retroactively restated to reflect the 49.313-for-one stock split effective June 21, 2016.
(2): Working capital is defined as current assets (excluding cash) minus current liabilities (excluding the current portion of debt). We retrospectively adopted the guidance under the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2015-17 "Balance Sheet Classification of Deferred Taxes" to simplify the classification of deferred taxes into non-current amounts. At January 3, 2015, we had a current deferred tax liability of $0.2 million that was reclassified as non-current. At December 28, 2013, we had a current deferred tax asset of $0.6 million that was reclassified as non-current.
(3): We retrospectively adopted the guidance under FASB ASU No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs" to deduct deferred loan origination fees from long-term debt, net of current maturities. This adoption resulted in reductions of deferred loan origination fees and long-term debt, net of current maturities of $11.1 million, $17.7 million and $24.1 million as of January 2, 2016, January 3, 2015 and December 28, 2013, respectively.
(4): Adjusted EBITDA represents net income (loss) before interest expense, income tax expense, depreciation and amortization and certain non-cash and other adjustment items. Adjusted EBITDA is not a financial measure calculated under U.S. generally accepted accounting principles ("GAAP") and does not comply with GAAP because it is adjusted to exclude certain cash and non-cash expenses.

We present Adjusted EBITDA as a performance measure because we believe it facilitates a comparison of our operating performance on a consistent basis from period-to-period and provides for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone. We also believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because it provides a means to evaluate the operating performance of our business on an ongoing basis using criteria that our management uses for evaluation and planning purposes. Because Adjusted EBITDA facilitates internal comparisons of our historical financial position and operating performance on a more consistent basis, our management also uses Adjusted EBITDA in measuring our performance relative to that of our competitors, in communications with our board of directors concerning our operating performance and in evaluating acquisition opportunities. In addition, targets for Adjusted EBITDA are among the measures we use to evaluate our management's performance for purposes of determining their compensation.

We also believe Adjusted EBITDA is a useful tool because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. However, our definition of Adjusted EBITDA may not be the same as similarly titled measures used by other companies.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as an alternative to, or more meaningful than, net income as determined in accordance with GAAP. Some of these limitations are:

•: Adjusted EBITDA does not reflect cash outlays for capital expenditures or future contractual commitments;
•: Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital;
•: Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness;
•: Adjusted EBITDA does not reflect income tax expense or the cash necessary to pay income taxes;
•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
•: Adjusted EBITDA excludes certain costs associated with reorganization and restructuring activities, business acquisitions and integration of acquired businesses;
•: Adjusted EBITDA does not reflect non-cash stock based compensation expense and other non-cash items;
•: Adjusted EBITDA does not reflect costs associated with product recalls; and
•: Adjusted EBITDA does not reflect management fees and expense reimbursements paid to certain of our existing stockholders.

Because of these limitations, you should rely primarily on net income as determined in accordance with GAAP and use Adjusted EBITDA only as a supplement. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

The following table shows the reconciliation of Adjusted EBITDA from the most directly comparable GAAP measure, net income (loss):

(in millions)	Q1 2016		Q1 2015		Fiscal 2015			Fiscal 2014			Fiscal 2013			Twelve Months Ended April 2, 2016

Net income (loss)	$	16.6	$	10.5	$	37.1		$	(37.9	)	$	(57.0	)	$	43.2
Interest expense		25.8		26.5		104.4			105.6			104.6			103.7
Provision for income taxes		1.4		2.5		8.9			8.4			6.3			7.8
Depreciation and amortization expense		15.8		14.3		62.9			58.0			57.3			64.4

EBITDA	$	59.6	$	53.8	$	213.3		$	134.1		$	111.2		$	219.1

Restructuring expenses(a)		—		0.9		4.7			7.3			31.7			3.8
Non-cash stock based compensation expense(b)		2.7		0.6		17.2			2.7			2.5			19.3
Sponsor fees and expenses(c)		6.1		5.2		11.9			16.0			8.5			12.8
Merger and acquisition expenses and public filing expenses(d)		—		0.7		6.2			0.7			0.7			5.5
Product recalls(e)		—		—		4.4			—			0.9			4.4
Inventory step-up amortization(f)		—		0.4		1.3			—			—			0.9
Impairment charges(g)		—		—		—			—			5.5			—
Fair value adjustment to USDA commodity liability(h)		—		—		(0.1	)		7.2			0.5			(0.1	)
Other		0.4		0.1		1.3			2.5			1.8			1.6

Adjusted EBITDA	$	68.8	$	61.7	$	260.2		$	170.5		$	163.3		$	267.3

(a): Represents costs associated with reorganization and restructuring activities, business acquisitions and integration of acquired businesses. Restructuring expenses primarily relate to costs associated with the closure of our Orange City, Iowa facility in fiscal 2013 and the restructure of the management team and consolidation of business unit operations in fiscal 2013 and fiscal 2014.
(b): We expense employee stock grants and other stock-based compensation over the vesting period, based on the fair value of the award on the date of the grant or any subsequent modification date.
(c): Represents quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders. Upon consummation of this offering, we will pay Oaktree an aggregate success fee of $9.0 million pursuant to the management services agreement, which will be terminated.
(d): Merger and acquisition expenses relate to the acquisitions of Barber Foods, Landshire and Better Bakery and costs associated with other unconsummated merger and acquisitions transactions during fiscal 2014 and fiscal 2015.
(e): Represents costs associated with two product recalls, net of related reimbursements.
(f): Represents the impact on our cost of goods sold associated with the sale of inventories that had been written up to fair values in excess of historical cost in connection with acquisition purchase accounting.
(g): Non-cash charge associated with adjustment of carrying value of one of our trade names.
(h): Represents valuation adjustments associated with the change in the United States Department of Agriculture ("USDA") stipulated value of commodity proteins pursuant to the USDA Commodity Reprocessing Program. We carry our net liability at a value equal to the USDA stipulated value which is updated annually.

An investment in our common stock involves risk. You should carefully consider the following risks as well as the other information included in this prospectus, including "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition or operating results. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or operating results. In such a case, the trading price of the common stock could decline and you may lose all or part of your investment in us.

The food industry in which we operate is highly competitive, and our inability to compete successfully, or the effects of such competition, could adversely affect our business, financial condition and operating results.

The food industry in which we operate is highly competitive. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, total product portfolio, price, customer service, ability to meet customer demands, effective consumer marketing, promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including a variety of regional and some national companies. Smaller players include American Food Group, CTI Foods, Allied Specialty Foods, Devault Foods, Lopez Foods and JTM Food Group. In certain product categories such as ready-to-eat breakfast sandwiches and other entrées and snacks, we compete with larger players such as Hormel, Tyson-Hillshire, Nestle and Smuckers. Some of our competitors have substantially greater financial resources, name recognition, R&D capabilities and resources than us and we may be unable to compete successfully with any or all of these companies. In addition, when competitors with nationally branded products focus on price and promotion, the environment for private label products becomes more challenging because the price differential between private label products and branded products may become less significant. Competitive pressures or other factors could cause us to lose sales, which may require us to lower prices, increase the use of discounting or promotional programs, or increase marketing expenditures, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

In addition, any competitor could develop new or enhanced products that are superior to our products, increase their promotional spending or market and sell their products more successfully than we do. Our competitors could also offer lower prices to customers, which would potentially pressure us to lower prices to our customers and achieve additional cost savings to offset these reductions. We may be unable to change our cost structure and pricing practices rapidly enough or sufficiently to successfully compete in such an environment.

Disruption of our supply chain could adversely affect our business, financial condition and operating results.

We use a variety of raw materials in our business. The primary raw materials used in our business are beef, poultry, pork, bread and breadings, cheese, eggs, seasonings, soy proteins, corn and packaging supplies. Damage or disruption to our raw material supply due to adverse weather conditions, climate change, crop conditions, natural disaster, fire, terrorism, pandemic, changes in governmental agricultural programs, strikes, import restrictions, transportation interruptions, increases in diesel fuel costs, contamination with mold or bacteria, water shortage, industrial accidents and other occupational health and safety issues (including the outbreak of food-borne illnesses) or other events beyond our control could impair our ability to produce and sell our products. A disruption in our supply chain may

also require significant resources to restore. Failure to take adequate steps to mitigate the likelihood or potential impact of such disruptions, or to effectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely affect our business, financial condition and operating results.

Our top ten customers have historically accounted for a significant portion of our net sales.

During fiscal 2015, our top ten customers accounted for 53.4% of our net sales. In particular, our two largest customers, Sysco Corporation and U.S. Foods, Inc., accounted for 13.6% and 12.0%, respectively, of our net sales in fiscal 2015. While these foodservice distributors distribute our products to many end-consumers, the size and importance of these customers may allow them to exert pressure on us with respect to pricing terms, product quality and the introduction of new products, which may result in reduced margins. In addition, if, for any reason, one of our key customers were to purchase significantly less of our products in the future or were to terminate its purchases from us, or if for any reason we were unable to renew an existing contract with a key customer on terms favorable to us, or at all, and we were not able to sell our products to new customers at comparable or greater levels, our business, financial condition and operating results would suffer.

Most of our customers are not obligated to continue purchasing products from us.

Most of our customers buy from us pursuant to individual purchase orders. Because such customers are not obligated to continue purchasing products from us, we cannot assure you that the volume or number of our customers' purchase orders will remain constant or increase or that we will be able to maintain our existing customer base. Significant decreases in the volume or number of our customers' purchase orders or our inability to retain or grow our current customer base may have a material adverse effect on our business, financial condition or operating results.

Increases in the prices of raw materials, particularly beef, poultry and pork, could reduce our operating margins.

The primary raw materials used in our business are beef, poultry, pork, bread and breadings, cheese, eggs, seasonings, soy proteins, corn and packaging supplies, with beef, poultry and pork comprising the majority of our raw material costs for fiscal 2015. The supply and price of these raw materials are subject to market conditions and are influenced by other factors beyond our control, such as general economic conditions, unanticipated demand and damage or disruption to supply. Additionally, we typically do not have long-term contracts with our suppliers of beef, poultry and pork. Although our purchasing volume can sometimes provide an advantage when dealing with these suppliers, suppliers may not provide the products and supplies we need in the quantities and at the prices requested.

While historically we have been able to pass along increases in the prices of raw materials to many of our customers, we may be unable to adjust the prices of our products to recover future increases in the prices of raw materials on a timely basis, or at all. In addition, some of our customers purchase products from us based on annually-renewed fixed price arrangements, which prevent us from recovering raw materials price increases from these customers during the life of those contracts. For example, when we sell our products to schools, we enter into firm fixed price sales contracts for the entire school year. These sales contracts do not typically have indexed price escalation formulas to account for economic fluctuations and as a result, we typically are unable to pass along increases in costs due to economic fluctuations to these customers. If prices for our raw materials, including beef, poultry and pork, were to increase significantly without a similar increase in the price of our products, our business, financial condition and operating results could be adversely affected.

Deterioration of general economic conditions could harm our business, financial condition and operating results.

Our business, financial condition and operating results may be adversely affected by changes in global or national economic conditions, including inflation, interest rates, availability of capital markets, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions. Volatility in financial markets and deterioration of global or national economic conditions could adversely affect our business, financial condition and operating results in a variety of ways, including as follows:

Changes in consumer eating habits could adversely affect our business, financial condition and operating results.

The food industry in general is subject to changing consumer trends, demands and preferences. For example, consumer eating habits could be affected by changes in attitudes regarding diet and health or new information regarding the health effects of consuming certain foods. Our success depends on our ability to predict, identify and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences. If consumer eating habits change significantly, we may be required to modify or discontinue sales of certain of our products or develop and offer new products. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. If we do not succeed in offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences. As such, we must be successful in developing innovative products across a multitude of product categories.

Additionally, changes in consumer eating habits may result in the enactment or amendment of laws and regulations that impact the ingredients and nutritional content of our food products, or laws and regulations requiring us to disclose the nutritional content of our food products. Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of our food products, may be costly and time-consuming.

If our products become contaminated or are mislabeled, we may be subject to product liability claims, product recalls and increased scrutiny by regulators, any of which could adversely affect our business.

Our products are vulnerable to contamination by organisms producing food-borne illnesses. These organisms are generally found in the environment, and, as such, there is a risk that as a result of food processing they could be found in our products. For example, E. coli is one of many food-borne pathogens commonly associated with food products. Once contaminated products have been shipped

for distribution, illness and death may result if the pathogens are not eliminated by processing at the foodservice or consumer level. The risk can be reduced, but not eliminated, by use of good production practices and finished product testing. These risks are higher in raw or uncooked foods, which we also sell. Also, products purchased from others for re-packing or distribution may contain contaminants that we are unable to identify. We may also encounter the same risks if a third party tampers with our products or if our products are inadvertently mislabeled.

We may need to recall our products if they become adulterated. For example, in July 2015, we issued voluntary recalls for certain frozen, raw, stuffed chicken entrées from our Barber Foods product line due to a salmonella illness outbreak, which was epidemiologically linked to raw poultry that was supplied to us from a third-party supplier and which resulted in a product contamination insurance policy claim of $16.7 million. In addition, in April 2016, we issued a voluntary recall for 538 cases of fully-cooked breaded pork patties because we discovered, during a routine internal label review, that the finished product label had failed to include eggs, a known allergen, as one of the ingredients. Shipment of adulterated products, even if inadvertent, is a violation of law and may lead to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies, any of which could adversely affect our reputation, business, financial condition and operating results. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our business, financial condition and operating results.

Adverse publicity about us and lack of confidence in our products based on alleged or actual reports of food-borne illnesses could negatively affect our reputation and affect our business.

Maintaining a good reputation and public confidence in the safety of the products we distribute is critical to our business. Anything that damages our reputation, or the public's confidence in our products, whether or not justified, including adverse publicity about the quality, safety or integrity of our products, could quickly affect our net sales and profits. Reports, whether true or not, of food-borne illnesses or harmful bacteria (such as E. coli, bovine spongiform encephalopathy, hepatitis A, trichinosis, listeria or salmonella) and injuries caused by food tampering could severely harm our reputation or negatively affect the public's confidence in our products. In addition, instances of food-borne illnesses or food tampering or other concerns, even those unrelated to our products, may create adverse publicity which could adversely affect consumer demand and, as a result, our business, financial condition and operating results.

Our insurance and indemnification agreements may be inadequate to cover all the liabilities we may incur.

We face the risk of exposure to product liability claims and adverse public relations in the event that our control procedures fail or are inadequate and the consumption of our products causes injury or illness. If a product liability claim is successful, our insurance may not be adequate to cover all liabilities we may incur, including harm to our reputation, and we may not be able to continue to maintain such insurance, or obtain comparable insurance at a reasonable cost, if at all. We generally seek contractual indemnification and insurance coverage from our suppliers, but this indemnification or insurance coverage is limited by the creditworthiness of the indemnifying party and their insurance carriers, if any, as well as the insured limits of any insurance provided by those suppliers. If we do not have adequate insurance or contractual indemnification available, product liability claims relating to contaminated, adulterated or mislabeled products could adversely affect our business, financial condition and operating results.

Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business.

In the normal course of our business, we are involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, it could materially and adversely affect our profits or ability to operate our business. Additionally, we could become the subject of future claims by third parties, including our employees, suppliers, customers, stockholders or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity or insurance, but such third parties or insurers may fail to fulfill their contractual obligations.

We market our products under a variety of brand names. The termination of, or failure to renew, a license agreement under which we sell branded products, or the reduction in value of one of our owned brand names or an underlying license, could negatively impact our ability to produce and sell our products.

The market for our products depends to a significant extent upon the goodwill associated with the brand names under which our products are sold. We rely on copyright and trademark law to establish and protect our intellectual property rights, such as our brand names. We may be required from time to time to bring lawsuits against third parties to protect our intellectual property. Similarly, from time to time we may be party to proceedings in which third parties challenge our rights. Any lawsuits or other actions we bring to enforce our rights may not be successful, and we may in fact be found to infringe on the intellectual property rights of others. In addition to our own brand names, we have licenses or production agreements with third parties that own trademarks or trade names used in the marketing of some of our products. In the event that any such license or production agreement is terminated, we may lose the right to use, or have reduced rights to use, the intellectual property covered by such agreement. In such event, we might not be able to secure licenses to use alternative brand names or trade names in the marketing of our products, and our products may not be as attractive to customers. We may also sell certain assets, including brand names, from time to time in the ordinary course of business. In addition, certain events, including events beyond our control, could make certain of our brand names, or the brand names we license, less attractive to our customers, making our products less desirable as a result. Any loss in the value of a brand name or loss of a license for a brand name could adversely affect our business, financial condition and operating results.

We are subject to extensive governmental regulations, which require significant compliance expenditures.

We are subject to extensive federal, state and local regulations. Our food processing facilities and products are subject to frequent inspection by the USDA, the Food and Drug Administration (the "FDA") and various state and local health and agricultural agencies. Applicable statutes and regulations governing food products include rules for labeling the content of specific types of foods, the nutritional value of that food and its serving size, as well as rules that protect against contamination of products by food-borne pathogens. Many jurisdictions also provide that food producers adhere to good production practices (the definition of which may vary by jurisdiction) with respect to production processes. Recently, the food safety practices and procedures in the meat processing industry have been subject to more intense scrutiny and oversight by the USDA and future outbreaks of diseases among cattle, poultry or pigs could lead to further governmental regulation. In addition, our production facilities and distribution centers are subject to various federal, state and local laws and regulations relating to workplace safety and workplace health. Failure to comply with all applicable laws and regulations could subject us to civil remedies, including fines, injunctions, product recalls or seizures and criminal sanctions, any of which could have a material adverse effect on our business, financial condition and operating results. Furthermore, compliance with current or future laws or regulations could require us

to make material expenditures or otherwise adversely affect our business, financial condition and operating results.

The failure to comply with our government contracts or applicable laws and regulations could result in, among other things, fines or other liabilities, and changes in procurement regulations could adversely affect our business, financial condition and operating results.

Sales from our government customers are derived from sales to governmental departments and agencies, and schools, through various contracts. Sales to government customers are highly regulated. Noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations could result in civil, criminal and administrative liability, including substantial monetary fines or damages, termination of government contracts or other customer contracts, and suspension, debarment or ineligibility from doing business with the government and other customers in the public segment. In addition, generally government contracts are terminable at any time for convenience of the contracting agency or upon default. The effect of any of these possible actions by any governmental department or agency could adversely affect our business, financial condition and operating results. In addition, the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, which could adversely affect our business, financial condition and operating results.

Compliance with environmental regulations may result in significant costs and our failure to comply with environmental regulations may result in civil as well as criminal penalties, liability for damages and negative publicity.

Our operations are subject to extensive and increasingly stringent regulations pertaining to the discharge of materials into the environment and the handling and disposition of wastes. Failure to comply with these regulations can have serious consequences for us, including criminal as well as civil and administrative penalties, requirements to install pollution or other controls or equipment, limitations on our operations, claims for remediation costs, as well as alleged personal injury or property damages and negative publicity. We are involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters, and have incurred and will continue to incur capital and operating expenditures to avoid violations of these laws and regulations. Additional environmental requirements imposed in the future could require currently unanticipated investigations, assessments or expenditures, and may require us to incur significant additional costs. As the nature of these potential future changes is unknown, we cannot estimate the magnitude of any future costs and we have not accrued any reserve for any potential future costs.

Labor disruptions or increased labor costs could adversely affect our business, financial condition and operating results.

As of April 2, 2016, we had approximately 4,000 employees. We consider our relations with our employees to be good. Although none of our employees are represented by a labor union or covered under a collective bargaining agreement, some employers in our industry have employees who belong to a union and there have been, from time to time, union organization attempts at our facilities. If some of our employees were to become unionized, it could adversely affect productivity, increase labor costs and increase the risk of work stoppages at our facilities. If a work stoppage were to occur, it could interfere with our operations and adversely affect our business, financial condition and operating results.

We sell a large percentage of our products to schools, directly and through distributors, which subjects our sales volumes and, thus, our operating results, to seasonal variations.

Our quarterly operating results are affected by the seasonal fluctuations of our sales and operating income. We derived 16.2% of our consolidated net sales and 29.4% of our Foodservice segment net sales in fiscal 2015 from schools. Because schools comprise a significant portion of our customer base, sales of our products tend to be lower during the summer months. These lower sales volumes negatively impact our operating profits during the third quarter of each fiscal year. As a result of these fluctuations, we believe that comparisons of our net sales and operating income among different quarters within a single fiscal year are not necessarily meaningful and that they cannot be relied upon as indicators of our future performance. In the future, federal and state funding for school lunches may decrease due to budget cuts and, accordingly, there can be no assurance that schools will continue to purchase our products, directly from us or from distributors, at current levels or at all.

Any disruption of operations at one or more of our production facilities or distribution centers could adversely affect our business, financial condition and operating results.

Our production and distribution network consists of ten production facilities and three distribution centers in the United States. Any disruption in, or the loss of operations at, one or more of these facilities, even on a short-term basis, could delay or postpone production or distribution of our products, which could adversely affect our business, financial condition and operating results. Such disruption could be caused by a number of different events, including:

Any material malfunction or prolonged disruption in the operations of any of our facilities could prevent us from fulfilling orders to existing customers, and could limit our ability to sell products to new customers. Any of these events could adversely affect our business, financial condition and operating results.

Significant increases in the cost of distribution could adversely affect our business, financial condition and operating results.

Our distribution costs include fuel for transportation and electricity for cold storage. Significant increases in these distribution costs could adversely affect our business, financial condition and operating results. We use a core group of contract carriers that have established rates based on mileage to regions or destination states. A fuel surcharge addendum is a component of all rates to offset the fluctuating price of diesel fuel, primarily to limit the contract carrier's exposure. If these surcharges rise significantly and we do not have effective hedges in place, or if we are unable to pass increased distribution costs on to our customers in the form of higher prices for our products, our business, financial condition and operating results could be adversely affected.

In addition to in-house cold storage, we use commercial cold storage vendors to store our finished goods. A major component of cold storage operations expense is electricity cost. Although we try to minimize storage costs, any significant increase in electricity rates for the vendor are passed along to us

in the form of higher storage rates. If our storage rates or electricity rates for in-house cold storage increase significantly, we may be unable to pass these costs on to our customers, which could adversely affect our business, financial condition and operating results.

We depend upon the continued services of certain members of our senior management team, without whom our business operations could be significantly disrupted.

Our success depends, in part, on the continued contributions of our executive officers and other key employees. Our management team has significant industry experience and could be difficult to replace. Any loss or extended interruption in the service of one or more of our senior officers could adversely affect our business, financial condition and operating results. Moreover, the market for qualified individuals may be highly competitive and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees, should the need arise.

We may be unsuccessful at identifying, acquiring or integrating future acquisitions.

From time to time, we opportunistically pursue acquisitions to diversify our products, add production capabilities, expand production capacity and allow for meaningful synergy realization. If we are unable to successfully identify, complete and integrate acquired businesses, or to realize anticipated cost savings, sales enhancements or other synergies, in a timely manner, our profitability could be adversely affected. Integration of an acquired business may be more difficult when we acquire a business in a market in which we have limited expertise and we may be unable to retain the loyalty and business of the customers of the acquired business. We could also face significantly greater competition in these markets than we face in our existing markets. A significant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and operational resources. Additionally, we may be unable to retain qualified management and other key personnel employed by acquired companies for any reason, including as a difficulties in the assimilation of different corporate cultures and business practices.

We cannot assure you that we will be able to identify suitable acquisition opportunities, consummate any pending or future acquisitions or that we will realize any anticipated benefits from any such acquisitions.

We may be unable to realize anticipated cost savings or may incur additional or unexpected costs in order to realize them.

As part of the APF Way, we initially focused on reducing our historically high cost structure by executing on productivity initiatives and re-aligning trade promotion allowances, resulting in $138.6 million in implemented annualized savings from 2013 to 2015. We are also currently implementing multiple incremental savings opportunities, across the areas of production, procurement, commercial and logistics, that we expect will deliver continuous productivity savings and help us effectively manage margins and profitability. However, cost savings expectations are inherently estimates that are difficult to predict and are necessarily speculative in nature, and we cannot provide assurance that we will achieve any of our expected cost savings. A variety of factors could cause us not to realize some or all of the expected cost savings, including, among others, delays in the anticipated timing of activities related to the APF Way, lack of sustainability in cost savings over time and unexpected costs associated with operating our business. We may be unable to realize all of these cost savings within the expected timeframe, or at all, and we may incur additional or unexpected costs in order to realize them.

Our cost savings estimates are also based upon a number of assumptions and estimates that are in turn based on our analysis of the various factors which currently, and could in the future, impact our

business. These assumptions and estimates are inherently uncertain and subject to significant business, operational, economic and competitive uncertainties and contingencies, including, among others, our anticipated business strategies, our marketing strategies, our product development and licensing strategies, our ability to anticipate and react to business trends, general economic conditions and other developments in our industry. The actual results of implementing the various cost savings initiatives may differ materially from our current estimates if any of these assumptions prove incorrect. Moreover, our continued efforts to implement the cost savings initiatives may divert management attention from the rest of our business and may preclude us from seeking attractive new product opportunities or pursuing other initiatives, any of which may materially and adversely affect our business.

Breaches of data security could adversely affect our business, financial condition and operating results.

Our business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of coworkers, customers and others. We have privacy and data security policies in place that are designed to prevent security breaches; however, breaches in security could expose us, our customers or other individuals to a risk of loss or misuse of this information, resulting in litigation and potential liability for us, as well as the loss of existing or potential customers and damage to our brand and reputation. In addition, the cost and operational consequences of implementing further data protection measures could be significant. Such breaches, costs and consequences could adversely affect our business, financial condition and operating results.

We rely heavily on technology in our business, and any technology disruption or delay in implementing new technology could adversely affect our business.

Our ability to control costs and to maximize profits, as well as to serve customers effectively, depends on the reliability of our information technology systems and related data entry processes. We rely on software and other technology systems, some of which are managed by third-party service providers, to manage significant aspects of our business, including making purchases, processing orders, managing our warehouses, loading trucks in the most efficient manner and optimizing the use of storage space. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, causing our business and operating results to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, cyber-attacks and viruses. While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully insulate us from technology disruption that could result in adverse effects on our operations and profits.

Information technology systems evolve rapidly and in order to compete effectively we are required to integrate new technologies in a timely and cost effective manner. If competitors implement new technologies before we do, allowing such competitors to provide lower priced or enhanced services of superior quality compared to those we provide, this could have an adverse effect on our operations and profits.

We are subject to risks associated with climate change and climate change regulation.

There is increasing concern that a gradual increase in global average temperatures due to increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, and an increase in the frequency and severity of natural disasters or other effects that are impossible to predict. Decreased agricultural productivity in certain regions as a result of changing weather patterns could limit availability or increase the cost of key agricultural commodities. For example, in 2012, the lack of adequate rainfall across more than half of the United States resulted in increased feed costs which impacted the price of meat domestically.

Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. International, federal, regional, state and local efforts to regulate greenhouse gas emissions are at various stages of consideration and implementation, and could result in increased energy, transportation and raw material costs. In addition, consumer concern about animal-based agriculture contributing to climate change could adversely affect demand for our products.

We are required to pay our existing owners for certain tax benefits, which amounts are expected to be material.

We will enter into an income tax receivable agreement with our existing stockholders that will provide for the payment by us to our existing stockholders of 85% of the amount of cash savings, if any, in United States federal, state, local and foreign income tax that we and our subsidiaries actually realize (or are deemed to realize in the case of an early termination by us, a change of control or certain subsidiary dispositions, as discussed below under the heading "Certain Relationships and Related Party Transactions—Income Tax Receivable Agreement") as a result of the utilization of our and our subsidiaries' net operating losses, tax basis and certain other tax attributes attributable to periods prior to this offering together with interest accrued at a rate of LIBOR plus 200 basis points from the date the applicable tax return is due (without extension) until the date the applicable payment is due.

We expect that as a result of entering into the income tax receivable agreement, during its term, the payments that we may make under it could be material. Assuming no material changes in the relevant tax law, and that we and our subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the income tax receivable agreement, we expect that future payments under the income tax receivable agreement will total approximately $216 million. Such amount may differ materially from the amount presented above based on various items.

These payment obligations are our obligations and not obligations of our subsidiaries. The actual amount and utilization of net operating losses, tax basis and other tax attributes, as well as the amount and timing of any payments under the income tax receivable agreement, will vary depending upon a number of factors, including the amount, character and timing of our and our subsidiaries' taxable income in the future.

Our counterparties under the income tax receivable agreement will not reimburse us for any benefits that are subsequently disallowed (although any future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances, we could make payments under the income tax receivable agreement that are greater than our actual cash tax savings.

If we undergo a change of control as defined in the income tax receivable agreement, the income tax receivable agreement will terminate and we will be required to make a lump sum payment equal to the present value of expected future payments under the income tax receivable agreement, which payment would be based on certain assumptions, including those relating to our and our subsidiaries' future taxable income. Additionally, if we or a direct or indirect subsidiary transfers any asset to a corporation with which we do not file a consolidated tax return, we will be treated as having sold that asset for its fair market value in a taxable transaction for purposes of determining the cash savings in income tax under the income tax receivable agreement. If we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a change of control, we will be required to make a payment equal to the present value of future payments under the income tax receivable agreement attributable to the tax benefits of such subsidiary that is sold or disposed of, applying the assumptions described above. Any such payment resulting from a change of control, asset transfer or subsidiary disposition could be substantial and could exceed our actual cash tax savings.

In connection with the income tax receivable agreement, we will agree to certain restrictions on our operations to preserve the ability of our existing stockholders to realize their benefit under this agreement. Such limitations are described in more detail in "Certain Relationships and Related Party Transactions—Income Tax Receivable Agreement."

Our high level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our floating-rate indebtedness and prevent us from meeting our obligations under our indebtedness.

In addition, if we are unable to service our high level of indebtedness, we may need to restructure or refinance all or a portion of our indebtedness, sell material assets or operations, or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms, or at all, and these actions may not be sufficient to meet our capital requirements. Our failure to make the required interest and principal payments on our indebtedness would result in an event of default under the agreement governing such indebtedness, which may result in the acceleration of some or all of our outstanding indebtedness.

Although our credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial, thereby exacerbating the risks associated with our high level of indebtedness.

No market currently exists for our common stock, and an active, liquid trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the common stock you purchase.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on the NYSE or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our common stock that you purchase. The initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

You will incur immediate and substantial dilution in the net tangible book value (deficit) of the shares you purchase in this offering.

Our existing stockholders have paid substantially less per share of our common stock than the price in this offering. The initial public offering price of our common stock will be substantially higher than the net tangible book value (deficit) per share of outstanding common stock prior to completion of the offering. After giving effect to our sale of 11,090,000 shares of common stock in this offering at the initial public offering price of $21.00 per share, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us, and giving effect to the proceeds of this offering, our adjusted net tangible book value (deficit) as of April 2, 2016 would have been ($737.0) million, or ($9.38) per share. This represents an immediate increase in net tangible book value (or a decrease in net tangible book deficit) of $4.91 per share to our existing stockholders and an immediate dilution in net tangible book value (or a decrease in net tangible book deficit) of $30.38 per share to investors purchasing shares of common stock in this offering at the initial public offering price of $21.00 per share. Dilution is the amount by which the offering price paid by purchasers of our common stock in this offering will exceed the adjusted net tangible book value (deficit) per share of our common stock upon completion of this offering.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you. You may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our employees, executive officers and directors under our current and future stock incentive plans. See "Dilution."

We intend to pay regular dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited by our financial condition, our credit facilities and Delaware law.

Following the consummation of this offering, we intend to pay a regular quarterly cash dividend of approximately $0.14 per share on our common stock. See "Dividend Policy." However, the payment of dividends will be at the discretion of our board of directors and our board of directors may, in its discretion, reduce or eliminate the payment of dividends. Our ability to pay dividends on our common stock will depend on many factors, including, among others, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. In particular, our ability to pay dividends on our common stock is limited by

covenants in our credit facilities and may be further restricted by the terms of any future debt or preferred securities. Because we are a holding company, our ability to pay dividends also depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. Furthermore, Delaware law requires that our board of directors determine that we have adequate surplus prior to the declaration of dividends. While we do not currently believe that these restrictions will impair our ability to pay regular quarterly cash dividends, there can be no assurance that we will not need to reduce or eliminate the payment of dividends on our common stock in the future.

Our stock price may decline significantly following this offering, and you may not be able to resell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of our common stock is likely to be volatile. The stock market recently has experienced extreme volatility. In some instances, this volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in "—Risks Related to Our Business" and the following:

These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

None of the proceeds from the sale of shares of common stock by the selling stockholders in this offering will be available to fund our operations or to pay dividends.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering. The selling stockholders will receive all proceeds from the sale of such shares. Consequently, none of the proceeds from such sale will be available to fund our operations, capital expenditures or acquisition opportunities or to pay dividends. See "Use of Proceeds" and "Principal and Selling Stockholders."

If securities analysts do not publish research or reports about our business, publish inaccurate or unfavorable research or if they downgrade our stock or our sector, our common stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of this offering, we will have a total of 78,586,202 shares of common stock outstanding. Of the outstanding shares, the 18,600,000 shares (or 21,390,000 shares if the underwriters exercise in full their option to purchase additional shares) sold in this offering by us and the selling stockholders will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), except that any shares held by our affiliates (as defined under Rule 144 of the Securities Act ("Rule 144")), including our principal stockholders and our

directors and executive officers may be sold only in compliance with the limitations described in "Shares Eligible for Future Sale."

The remaining 59,986,202 shares, representing 76.3% of our total outstanding shares of common stock following this offering, or 57,196,202 shares, representing 72.8%, if the underwriters exercise in full their option to purchase additional shares, will be "restricted securities" within the meaning of Rule 144 and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in "Shares Eligible for Future Sale."

In connection with this offering, we, our directors and executive officers, the selling stockholders and all other holders of our common stock prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. See "Underwriting" for a description of these lock-up agreements.

Following completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of common stock issued or issuable under our 2009 Omnibus Equity Incentive Plan. Any such Form S-8 registration statement will become effective automatically upon filing. We expect that the initial registration statement on Form S-8 will cover 6,500,000 shares of common stock. Once these shares are registered, they can be sold in the public market upon issuance, subject to Rule 144 limitations applicable to affiliates, vesting restrictions and the lock-up restrictions described under "Underwriting."

Upon the expiration of the lock-up agreements described above, shares held by our principal stockholders, and our directors, officers, employees and other stockholders will be eligible for resale, subject to volume, manner of sale and other limitations under Rule 144.

In addition, pursuant to an amended and restated registration rights agreement, we will grant to our principal stockholders an unlimited number of "demand" registration rights and to both our principal stockholders and the other existing stockholders party thereto customary "piggyback" registration rights. By exercising their registration rights and selling a large number of shares, our existing stockholders could cause the prevailing market price of our common stock to decline. Following completion of this offering, the shares covered by the registration rights agreement would represent 69.3% of our outstanding common stock (or 65.7%, if the underwriters exercise in full their option to purchase additional shares). Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See "Shares Eligible for Future Sale."

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider

in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See "Description of Capital Stock."

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of us, (2) action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, creditors or other constituents, (3) action asserting a claim against us or any of our directors, officers or stockholders arising pursuant to any provision of the Delaware General Corporation Law (the "DGCL") or our amended and restated certificate of incorporation or our amended and restated bylaws, or (4) action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine of the State of Delaware.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Oaktree will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control.

Oaktree exerts, and after this offering will continue to exert, significant influence over us. Immediately following this offering, our principal stockholders will beneficially own 60.3% of our common stock, or 57.2% if the underwriters exercise in full their option to purchase additional shares. As a result, Oaktree will have the ability to elect all of the members of our board of directors and thereby control our policies and operations, including, among other things, the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and the entering into extraordinary transactions.

Oaktree may have interests that do not align with the interests of our other stockholders, including with regard to pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to our other stockholders. For example, Oaktree could cause us to make acquisitions that increase our indebtedness or to sell sales-generating assets. Oaktree will have effective control over our decisions to enter into such corporate transactions regardless of whether others believe that the transaction is in our best interests. Such control may have the effect of delaying, preventing or deterring a change of control of us, could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of us and might ultimately affect the market price of our common stock. In addition, so long as our principal stockholders continue to own a significant amount of our voting power, even if such amount is less than 50%, Oaktree will continue to be able to strongly influence or effectively control our decisions and, so long as affiliates of Oaktree beneficially own at least 5% of our outstanding common stock, appoint individuals to our board of directors under a new stockholders agreement which we expect to adopt in connection with this offering. See "Certain Relationships and Related Party Transactions—Stockholders Agreement." The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of our common stock as part of a sale of us and ultimately might affect the market price of our common stock. See "Description of Capital Stock."

Our principal stockholders or their respective investors are also in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, our principal stockholders, any of their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have no duty to refrain from directly or indirectly engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or otherwise competing with us or our affiliates. Our principal stockholders or their respective investors may also pursue acquisition opportunities that are complementary to our business and, as a result, those acquisition opportunities may not be available to us. Our principal stockholders will not be obligated to present any particular investment or business opportunity to us, even if such opportunity is of a character that could be pursued by us, and may pursue it for their own account or recommend to any other person any such investment opportunity.

We will be a "controlled company" within the meaning of the rules of the NYSE. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

After completion of this offering, our principal stockholders will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these rules, a company

of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

Following this offering, we intend to utilize these exemptions. As a result, we may not have a majority of independent directors, our Nominating and Corporate Governance Committee and our Compensation Committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Additionally, we are only required to have one independent audit committee member upon the listing of our common stock on the NYSE, a majority of independent audit committee members within 90 days from the date of listing and all independent audit committee members within one year from the date of listing. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price

In addition, on June 20, 2012, the SEC adopted Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The NYSE has since adopted amendments to its existing listing standards to comply with provisions of Rule 10C-1 under the Exchange Act, and on January 11, 2013, the SEC approved such amendments. The amended listing standards require, among others, that:

As a "controlled company", we will not be subject to these compensation committee independence requirements.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a newly public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a newly public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We will also incur costs associated with the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), and related

rules implemented by the SEC and the NYSE. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. For example, these laws and regulations could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. As a result, management's attention may be diverted from other business concerns, which could harm our business and operating results. We will need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.

Our management team and other personnel devote a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which would require us to incur additional expenses and harm our results of operations.

We identified material weaknesses in our internal controls over financial reporting during fiscal 2015. If we fail to maintain an effective system of internal controls over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.

Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting. In connection with the audit of our consolidated financial statements during fiscal 2015, our independent registered public accounting firm identified material weaknesses in our internal controls over financial reporting. The material weaknesses resulted in adjustments to our consolidated financial statements identified during the audit. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The identified material weaknesses relate to inadequate design and operation of controls, due to an insufficient complement of qualified resources, over (1) the timely and appropriate interpretation and application of technical accounting matters, (2) the completeness and accuracy of disclosures included in our consolidated financial statements and (3) the completeness and accuracy of account reconciliations used to support financial information in our consolidated financial statements. These material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. These material weaknesses were identified primarily as a result of errors in our interpretation of accounting guidance relating to insurance recoveries, income statement presentation of merger and acquisition expenses and certain balance sheet classifications, which resulted in adjustments to our consolidated financial statements identified during the audit, as well as intraperiod amortization expense identified during the interim review. The adjustments required us to reclassify certain amounts associated with two product recalls from net sales and cost of goods sold to other expense, net, to reclassify merger and acquisition expenses from non-operating to operating expenses, to reclassify book overdrafts from current liabilities to cash and cash equivalents and to reclassify certain amounts from long-term debt to current maturities of long-term debt. We also revised the presentation and disclosure of certain items in our statement of changes in stockholders' deficit, fair value of debt disclosure and income tax disclosures.

We are currently implementing a remediation plan to improve the effectiveness of our internal controls over financial reporting. The plan includes:

In addition to implementing controls to remediate the material weaknesses above, we will continue to enhance its current control structure as it moves from a private to a public company. Certain of those enhancements include:

Although our management has devoted and plans to continue to devote additional resources to investigating issues that arose during the audit of our consolidated financial statements, we cannot assure you that our remedial measures will be sufficient.

Historically, as a private company, we were not required to comply with the internal control requirements of the Sarbanes-Oxley Act. As a public company, our management will be required to report on the effectiveness of our internal control over financial reporting beginning with our annual report for fiscal year 2017. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. If we discover that we have not remediated the material weaknesses described above, or we identify other material weaknesses or significant deficiencies in the future, there is a risk that we will not be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. If this happens, we may not be able to file our periodic reports in a timely manner.

This prospectus contains "forward-looking statements." All statements, other than statements of historical facts included in this prospectus, including statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, financing needs, plans or intentions relating to acquisitions, business trends and other information referred to under "Prospectus Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" are forward-looking statements. When used in this prospectus, the words "estimates," "expects," "contemplates", "anticipates," "projects," "plans," "intends," "believes," "forecasts," "may," "should" and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth above under "Risk Factors" and the following risks, uncertainties and factors:

There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this prospectus apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

We estimate that the net proceeds to us from our sale of shares of common stock in this offering, after deducting estimated underwriting discounts and commissions, estimated offering expenses payable by us and the aggregate success fee of $9.0 million to be paid to Oaktree upon consummation of this offering, will be approximately $204.3 million.

We intend to use the net proceeds from this offering to repay a portion of our first lien term loan. As of June 2, 2016, $1.3 billion was outstanding under our first lien term loan and the interest rate for all borrowings on our first lien term loan was 4.75%. Our first lien term loan will mature on June 2, 2023.

We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders in this offering. See "Principal and Selling Stockholders."

We will bear all costs, fees and expenses in connection with this offering, except that we and the selling stockholders will pay the underwriting discounts and commissions on a pro rata basis, based on the number of shares of common stock being sold by us and the selling stockholders in this offering.

We intend to pay a regular quarterly cash dividend of approximately $0.14 per share on our common stock, subject to the discretion of our board of directors and compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. In particular, our ability to pay dividends on our common stock is limited by covenants in our credit facilities and may be further restricted by the terms of any future debt or preferred securities. We do not currently believe that the restrictions contained in our credit facilities will impair our ability to pay regular quarterly cash dividends as described above. See "Description of Certain Indebtedness" for a description of the restrictions on our ability to pay dividends.

Because we are a holding company, our ability to pay dividends also depends on our receipt of cash dividends from our operating subsidiaries, which may be restricted in their ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.

We did not declare or pay any dividends in fiscal 2015 or fiscal 2014 or between January 2, 2016 and the date of this prospectus.

If you invest in shares of our common stock in this offering, your investment in us will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the adjusted net tangible book value (deficit) per share of our common stock after this offering. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value (deficit) per share attributable to the shares of our common stock held by existing stockholders.

Our net tangible book value (deficit) as of April 2, 2016 was $(941.2) million, or $(14.29) per share of our common stock. We calculate net tangible book value (deficit) per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of common stock outstanding.

After giving effect to our sale of 11,090,000 shares of common stock in this offering at the initial public offering price of $21.00 per share, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us, and giving effect to the proceeds of this offering, our adjusted net tangible book value (deficit) as of April 2, 2016 would have been ($737.0) million, or ($9.38) per share. This represents an immediate increase in net tangible book value (or a decrease in net tangible book deficit) of $4.91 per share to our existing stockholders and an immediate dilution in net tangible book value (or a decrease in net tangible book deficit) of $30.38 per share to investors purchasing shares of common stock in this offering at the initial public offering price of $21.00 per share.

Dilution is determined by subtracting adjusted net tangible book value (deficit) per share of common stock after the offering from the initial public offering price per share of common stock.

The following table summarizes, as of April 2, 2016, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing stockholders and by new investors purchasing shares in this offering. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below is based on an initial public offering price of $21.00 per share for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us:

Sales of shares of our common stock by the selling stockholders in this offering will reduce the number of shares of our common stock held by existing stockholders to 59,986,202, or approximately 76.3% of the total shares of common stock outstanding after this offering, and will increase the number of shares of our common stock held by new investors to 18,600,000, or 23.7% of the total shares of common stock outstanding after this offering. If the underwriters were to fully exercise the underwriters' option to purchase 2,790,000 additional shares of our common stock from the selling stockholders, the percentage of shares of our common stock held by existing stockholders would be 72.8% and the percentage of shares of our common stock held by new investors would be 27.2%.

You may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our employees, executive officers and directors under our current and future stock incentive plans.

The following table sets forth our cash and cash equivalents and capitalization as of April 2, 2016:

We will not receive any of the proceeds from the sale of 7,510,000 shares by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase 2,790,000 additional shares from the selling stockholders.

You should read this table in conjunction with the information contained in "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness," as well as our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	As of April 2, 2016

	Actual			As Adjusted
	($ in millions, except par value and share numbers)
Cash and cash equivalents(1)	$	26.9		$	12.4



Debt:
Prior first lien term loan(2)	$	894.9		$	—
Prior second lien term loan(2)		375.0			—
First lien term loan(3)		—			1,095.7
ABL facility(4)		0.2			0.2
Capitalized lease obligations		0.7			0.7
Insurance premium financing		0.7			0.7

Total debt		1,271.5			1,097.3

Stockholders' deficit:
Common stock, $0.01 par value, (500,000,000 shares authorized and 67,496,202 shares issued and outstanding, actual; 500,000,000 shares authorized and 78,586,202 shares issued and outstanding, as adjusted)(5)(6)		0.7			0.8
Additional paid-in capital(7)		3.9			208.1
Stockholder notes receivable		(0.8	)		(0.8	)
Accumulated deficit		(411.0	)		(411.0	)

Total stockholders' equity (deficit)		(407.2	)		(202.9	)

Total capitalization	$	864.3		$	894.4

$1,269.9 million and $19.6 million of outstanding principal and accrued interest, respectively, on our prior term loans as of April 2, 2016.

(2): As of April 2, 2016, there was $894.9 million and $375.0 million of outstanding principal on our prior first lien term loan and our prior second lien term loan, respectively. As adjusted prior first lien term loan and as adjusted prior second lien term loan reflect the repayment of our prior term loans with the net proceeds of our first lien term loan.
(3): As adjusted first lien term loan reflects the aggregate principal amount of our first lien term loan of $1,300.0 million reduced by the $204.3 million of estimated net proceeds that we expect to receive from this offering. The repayment of $204.3 million of outstanding indebtedness would have increased basic net income per share for Q1 2016 by $0.03 and diluted net income per share for Q1 2016 by $0.03 based on an estimated reduction in interest, net of taxes, for Q1 2016 of $2.2 million as a result of the repayment. The repayment of $204.3 million of outstanding indebtedness would have increased basic net income per share and diluted net income per share for fiscal 2015 by $0.15 based on an estimated reduction in interest, net of taxes, for fiscal 2015 of $9.7 million as a result of the repayment.
(4): As of April 2, 2016, we had $185,000 of advances outstanding under our ABL facility and $137.3 million of additional borrowings available under our ABL facility.
(5): The number of shares issued and outstanding, actual and the number of shares issued and outstanding, as adjusted do not include 1,620,480 shares of issued and unvested restricted stock as of April 2, 2016.
(6): As adjusted common stock has been increased by $0.1 million, which is the aggregate par value of the 11,090,000 shares of common stock offered by us.
(7): As adjusted additional paid-in capital has been increased by $204.2 million, which is the estimated net proceeds that we expect to receive from this offering of $204.3 million, net of the aggregate par value of the 11,090,000 shares of common stock offered by us.

The following table sets forth our historical consolidated financial and other data for the periods and at the dates indicated. Our fiscal year is based on either a 52-week or 53-week period ending on the Saturday closest to each December 31.

We have derived the selected historical consolidated financial data for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013, and the selected balance sheet data as of January 2, 2016 and January 3, 2015, from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the selected historical consolidated financial data for the fiscal years ended December 29, 2012 and December 31, 2011, and the selected balance sheet data as of December 28, 2013, December 29, 2012 and December 31, 2011, from our unaudited consolidated financial statements that are not included in this prospectus. We have derived the selected historical consolidated financial data for the 13-weeks ended April 2, 2016 and April 4, 2015, and the selected balance sheet data as of April 2, 2016, from our unaudited consolidated interim financial statements included elsewhere in this prospectus. Our unaudited consolidated interim financial statements were prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial information. The results of operations of the assets of Landshire, which we acquired in January 2015, and of Better Bakery, which we acquired in April 2015, are reflected in our results as of and from the date of such transactions.

Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

(in millions)	Q1 2016			Q1 2015			Fiscal 2015			Fiscal 2014			Fiscal 2013			Fiscal 2012			Fiscal 2011

Statement of Operations:
Net sales	$	394.5		$	426.5		$	1,611.6		$	1,577.6		$	1,492.0		$	1,503.0		$	1,412.3
Cost of goods sold		270.5			314.1			1,158.2			1,227.1			1,144.3			1,118.8			1,060.9
Distribution expenses		23.8			25.0			96.5			99.3			95.3			101.8			89.5
Restructuring expenses		—			0.3			2.5			2.0			21.5			40.0			1.7

Gross profit		100.2			87.1			354.4			249.2			230.9			242.4			260.2
Selling, general and administrative expenses		54.4			46.2			196.2			167.6			160.5			176.3			164.1
Impairment charges		—			—			—			—			5.5			—			—
Restructuring expenses		—			0.6			2.2			5.3			10.2			4.7			21.8
Other expense, net		2.0			0.8			5.6			0.2			0.8			1.7			(2.2	)

Operating income		43.8			39.5			150.4			76.1			53.9			59.7			76.5
Interest expense		25.8			26.5			104.4			105.6			104.6			152.9			100.0

Income (loss) before income taxes		18.0			13.0			46.0			(29.5	)		(50.7	)		(93.2	)		(23.5	)
Provision for income taxes		1.4			2.5			8.9			8.4			6.3			10.5			9.3

Net income (loss)	$	16.6		$	10.5		$	37.1		$	(37.9	)	$	(57.0	)	$	(103.7	)	$	(32.8	)



Per Share Data:
Net income (loss) per share(1):
Basic	$	0.25		$	0.16		$	0.57		$	(0.59	)	$	(0.90	)	$	(1.60	)	$	(0.51	)
Diluted	$	0.25		$	0.16		$	0.56		$	(0.59	)	$	(0.90	)	$	(1.60	)	$	(0.51	)
Statement of Cash Flows:
Cash flows provided by (used in):
Operating activities	$	40.1		$	(16.2	)	$	157.2		$	22.9		$	34.4		$	52.7		$	36.2
Investing activities		(9.8	)		(47.4	)		(108.3	)		(20.9	)		(11.8	)		(42.9	)		(56.2	)
Financing activities		(7.9	)		72.1			(44.5	)		(2.1	)		(22.5	)		(10.9	)		19.4
Balance Sheet Data (at period end):
Cash and cash equivalents	$	26.9					$	4.5		$	0.1		$	0.3		$	0.2		$	1.4
Working capital(2)		126.3						127.4			158.7			142.9			154.1			150.7
Total assets(2)(3)		1,112.9						1,096.2			1,048.8			1,049.7			1,117.8			1,144.0
Total debt(3)		1,257.9						1,258.6			1,287.5			1,274.8			1,281.2			1,079.5
Total stockholders' deficit		(407.2	)					(427.2	)		(467.0	)		(427.4	)		(374.3	)		(106.6	)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion contains management's discussion and analysis of our financial condition and results of operations and should be read together with "Summary Historical Consolidated Financial Data," "Selected Historical Consolidated Financial Data" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the "Risk Factors" section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. You should read "Special Note Regarding Forward-Looking Statements" and "Risk Factors."

We operate on a 52-week or 53-week fiscal year ending on the Saturday closest to December 31. The fiscal years ended January 2, 2016 ("fiscal 2015"), January 3, 2015 ("fiscal 2014") and December 28, 2013 ("fiscal 2013") were 52-week, 53-week and 52-week fiscal periods, respectively.

We are a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. We manage and report our operations in four segments with Foodservice, Retail and Convenience representing our core segments. Our fourth segment, Industrial, consists of sales to other food producers under short-term co-manufacturing arrangements. Foodservice is our largest segment and represented 55.0% of our net sales in fiscal 2015. We have dedicated marketing and sales teams for each of our channels to serve the specific needs of our customers.

We market and distribute approximately 2,600 SKUs across all day parts in multiple product categories, including: (1) ready-to-eat sandwiches, such as breakfast sandwiches, PB&J sandwiches and hamburgers; (2) sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks; and (3) other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites. In fiscal 2015, 67.4% of our net sales were attributable to the fast-growing ready-to-eat sandwiches and sandwich components categories. Our products are shipped frozen to our customers and sold under our commercial and retail brands, as well as private label and licensed brands.

In January 2015, we acquired the wholesale business and production assets of Landshire, an Illinois-based producer and marketer of a wide variety of sandwiches, including patties, subs, wedges, breakfast offerings and specialty items. In April 2015, we acquired the business and production assets of Better Bakery, a producer and marketer of high quality, premium stuffed sandwiches and other licensed products. These acquisitions added a complementary new set of premium products to our portfolio and provided us with additional sandwich assembly and bakery capacity.

Key factors that have influenced our results of operations and may do so in the future include:

Net Sales. Net sales consist of gross sales, which vary as a result of changes in volume and pricing, less certain costs that we manage as part of our trade promotion allowances, including:

Gross Profit. Gross profit is calculated as net sales less cost of goods sold, distribution expenses and restructuring expenses associated with our production and distribution network. For a discussion of restructuring expenses, see "Restructuring expenses" below.

Distribution expenses. We primarily use third-party logistics providers to transport our products (1) among our ten production facilities, (2) from our production facilities to our distribution centers and (3) from our distribution centers and our production facilities to our customers. Our freight and distribution costs are influenced by diesel fuel costs as well as capacity within the industry. We periodically enter into hedging contracts to manage fluctuations in diesel fuel costs, the effect of which is reflected in distribution expenses. Distribution expense also includes our warehousing costs related to our leased facility in Enid, Oklahoma and the third-party logistics providers we utilize in Cincinnati, Ohio and Rockmart, Georgia.

Selling, General and Administrative Expense. Selling, general and administrative expense includes the following:

Restructuring expenses. From time to time, we initiate restructuring activities in order to integrate acquired businesses, improve the efficiency of our production and distribution network and consolidate and reorganize our management and support functions. For example:

Expenses associated with restructuring initiatives affecting our production and distribution network are reflected as a separate cost component in determining gross profit. Expenses associated with restructuring initiatives affecting our selling, marketing and general administration functions are a separate cost component in determining operating income.

Provision for income taxes. We are subject to U.S. federal income taxes and income taxes in certain states. However, we have favorable tax attributes, such as significant tax-deductible depreciation and amortization and U.S. federal and state net operating loss carryovers ("NOLs"), which resulted in minimal income tax expense and cash paid for income tax during fiscal 2015, fiscal 2014 and fiscal 2013. The majority of our income tax expense consists of non-cash provisions for deferred tax liabilities.

Key performance indicators that we use to manage our business and evaluate our financial results and operating performance include:

Net Sales. We evaluate net sales on a consolidated basis and in each segment as a measure of volume growth, pricing effectiveness, business optimization and trade promotion allowance management.

Adjusted EBITDA. Adjusted EBITDA represents net income (loss) before interest expense, income tax expense and depreciation and amortization, as well as certain non-cash and other adjustment items. We present Adjusted EBITDA as a performance measure because we believe it facilitates a comparison of our operating performance on a consistent basis from period-to-period and provides for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone. We also believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because it provides a means to evaluate the operating performance of our business on an ongoing basis using criteria that our management uses for evaluation and planning purposes. Because Adjusted EBITDA facilitates internal comparisons of our historical financial position and operating performance on a more consistent basis, our management also uses Adjusted EBITDA in measuring our performance relative to that of our competitors, in communications with our board of directors concerning our operating performance and in evaluating acquisition opportunities. In addition, targets for Adjusted EBITDA are among the measures we use to evaluate our management's performance for purposes of determining their compensation. We also believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by

securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours.

Adjusted EBITDA is a non-GAAP financial measure. See "Prospectus Summary—Summary Historical Consolidated Financial Data" for additional information including a reconciliation to the most comparable GAAP measure.

The following table sets forth our consolidated results of operations data expressed in dollars and as a percentage of net sales for Q1 2016, Q1 2015, fiscal 2015, fiscal 2014 and fiscal 2013.

(in millions)	Q1 2016				Q1 2015				Fiscal 2015				Fiscal 2014					Fiscal 2013

Net sales	$	394.5	100.0	%	$	426.5	100.0	%	$	1,611.6	100.0	%	$	1,577.6		100.0	%	$	1,492.0		100.0	%
Cost of goods sold		270.5	68.6	%		314.1	73.7	%		1,158.2	71.9	%		1,227.1		77.8	%		1,144.3		76.7	%
Distribution expenses		23.8	6.0	%		25.0	5.9	%		96.5	6.0	%		99.3		6.3	%		95.3		6.4	%
Restructuring expenses		—	—	%		0.3	—	%		2.5	0.2	%		2.0		0.1	%		21.5		1.4	%

Gross profit		100.2	25.4	%		87.1	20.4	%		354.4	21.9	%		249.2		15.8	%		230.9		15.5	%
Selling, general and administrative expenses		54.4	13.8	%		46.2	10.8	%		196.2	12.2	%		167.6		10.6	%		160.5		10.8	%
Impairment charges		—	—	%		—	—	%		—	—	%		—		—	%		5.5		0.4	%
Restructuring expenses		—	—	%		0.6	0.1	%		2.2	0.1	%		5.3		0.3	%		10.2		0.7	%
Other expense, net.		2.0	0.5	%		0.8	0.2	%		5.6	0.3	%		0.2		—	%		0.8		—	%

Operating income		43.8	11.1	%		39.5	9.3	%		150.4	9.3	%		76.1		4.8	%		53.9		3.6	%
Interest expense		25.8	6.5	%		26.5	6.2	%		104.4	6.5	%		105.6		6.7	%		104.6		7.0	%

Income (loss) before income taxes		18.0	4.6	%		13.0	3.1	%		46.0	2.8	%		(29.5	)	(1.9	)%		(50.7	)	(3.4	)%
Provision for income taxes		1.4	0.4	%		2.5	0.6	%		8.9	0.5	%		8.4		0.5	%		6.3		0.4	%

Net income (loss)	$	16.6	4.2	%	$	10.5	2.5	%	$	37.1	2.3	%	$	(37.9	)	(2.4	)%	$	(57.0	)	(3.8	)%

Net sales. Net sales for Q1 2016 were $394.5 million, a decrease of $32.0 million, or 7.5%, compared to $426.5 million of net sales for Q1 2015. Net sales decreased by $23.0 million, or 5.4%, due to changes in sales volume and business mix, and $9.0 million, or 2.1%, due to lower average sales prices.

Sales volume was lower due to the elimination of sales under lower margin contracts in our Industrial segment, which reduced net sales by $19.3 million, partially offset by sales volume attributable to acquisitions, which increased net sales by $9.0 million. Excluding these items, changes in sales volume and business mix reduced net sales by $12.7 million.

Average sales prices decreased due to strategic pricing reductions to reflect lower raw material costs, which reduced net sales by $11.7 million, partially offset by the benefit of more effective trade promotion allowance management, resulting in lower sales discounts, which increased net sales by $2.7 million.

Cost of goods sold. Cost of goods sold for Q1 2016 was $270.5 million, a decrease of $43.6 million, or 13.9%, compared to $314.1 million of cost of goods sold for Q1 2015. Cost of goods sold decreased by $19.1 million due to lower sales volume, $9.6 million due to productivity improvements and $18.8 million due to lower raw materials costs. The decrease in cost of goods sold was partially offset by higher other input costs, such as labor inflation, utilities and other manufacturing costs, which increased cost of goods sold by $3.9 million.

Distribution expenses. Distribution expenses for Q1 2016 was $23.8 million, a decrease of $1.2 million, or 4.8%, compared to $25.0 million of distribution expenses in Q1 2015. Distribution

expenses decreased by $0.9 million due to lower sales volume and $0.6 million due to productivity improvements, which was partially offset by an increase of $0.3 million due to higher warehouse costs and inflation.

Gross profit. Gross profit for Q1 2016 increased by $13.1 million to $100.2 million, or 25.4% of net sales, compared to $87.1 million, or 20.4% of net sales, for Q1 2015, reflecting an increase of 500 basis points. Gross profit increased primarily due to productivity improvements, positive price realization net of raw material cost movements, and contributions from acquisitions, partially offset by other increases in cost of goods sold and distribution expenses and lower sales volume. The following table outlines the factors that impacted our gross profit:

Selling, general and administrative expenses. Selling, general and administrative expenses for Q1 2016 were $54.4 million, or 13.8% of net sales, compared with $46.2 million, or 10.8% of net sales, for Q1 2015. The $8.2 million increase was primarily due to increases in non-cash stock compensation expense, performance-based cash compensation expense, salaries and benefits and marketing expenses. Non-cash stock compensation expense increased by $2.2 million principally as a result of an increase in the fair value liability for previously existing restricted stock grants related to an increase in our stock valuation that was primarily a function of our improved business performance and a corresponding increase in our Adjusted EBITDA for the trailing twelve months. Salaries and benefits increased by $2.6 million due to higher average wage rates, higher medical costs and increased staffing levels across our sales, marketing, quality and R&D teams. Marketing and R&D expenses increased $3.2 million due to higher demo, trade show, samples and marketing programs. These increases were partially offset by a $1.0 million decrease in management, advisory and consulting fees and expense reimbursements paid to Oaktree and MSH as a result of lower reimbursements and the expiration of MSH's management services agreement on September 30, 2015.

Other expense, net. Other expense, net for Q1 2016 consisted primarily of $2.0 million of public filing expenses. Other expense, net for Q1 2015 consisted primarily of $0.6 million of acquisition integration expenses.

Interest expense. Interest expense was $25.8 million for Q1 2016, a decrease of $0.7 million, or 2.6%, compared to $26.5 million for Q1 2015. This decrease was due to lower average outstanding borrowings under our prior term loans.

Income tax provision. Income tax expense for Q1 2016 was $1.4 million compared to $2.5 million for Q1 2015, which related, in each case, to recognition of deferred income tax liabilities and current state taxes. The effective tax rate was 8.0% and 19.2% for Q1 2016 and Q1 2015, respectively.

Net income (loss). Net income for Q1 2016 was $16.6 million, an increase of $6.1 million, compared with net income of $10.5 million for Q1 2015. This improvement in net income was a result of the factors discussed above.

Net sales. Net sales for fiscal 2015 were $1,611.6 million, an increase of $34.0 million, or 2.2%, compared to $1,577.6 million of net sales for fiscal 2014. Net sales increased by $76.0 million, or 4.8%, due to higher average sales prices, partially offset by changes in sales volume and business mix, which reduced net sales by $42.0 million, or 2.6%.

Sales volume was lower due to the elimination of sales under lower margin contracts in our Industrial segment, which reduced net sales by $63.1 million, and the absence of a 53^rd week, which reduced net sales by $31.4 million, partially offset by sales volume attributable to acquisitions, which increased net sales by $48.9 million. Excluding these items, changes in sales volume and business mix contributed $3.6 million to net sales.

Average sales prices increased due to a series of strategic pricing actions to recover higher raw material costs, which increased net sales by $54.8 million, and the benefit of more effective trade promotion allowance management, resulting in lower sales discounts, which increased net sales by $21.2 million. Average sales prices increased across our segments largely due to the continued effect of the significant increase in protein costs in 2014.

Cost of goods sold. Cost of goods sold for fiscal 2015 was $1,158.2 million, a decrease of $68.9 million, or 5.6%, compared to $1,227.1 million of cost of goods sold for fiscal 2014. Cost of goods sold decreased by $46.3 million due to lower sales volume and $44.3 million due to productivity improvements. The decrease in cost of goods sold was partially offset by higher raw material costs, which increased cost of goods sold by $21.7 million. Higher raw material costs were primarily driven by increases in the cost of protein.

Distribution expenses. Distribution expenses for fiscal 2015 was $96.5 million, a decrease of $2.8 million, or 2.8%, compared to $99.3 million of distribution expenses in fiscal 2014. Distribution expenses increased by $0.1 million due to lower sales volume and $6.4 million due to productivity improvements, which was partially offset by an increase of $3.5 million due to higher warehouse costs and inflation.

Gross profit. Gross profit for fiscal 2015 increased by $105.2 million to $354.4 million, or 22.0% of net sales, compared to $249.2 million, or 15.8% of net sales, for fiscal 2014, reflecting an increase of 620 basis points. Gross profit increased primarily due to more effective trade promotion allowance management and other productivity improvements, positive price realization net of raw material cost movements, and contributions from acquisitions, partially offset by increases in distribution expenses and the absence of a 53^rd week. The following table outlines the factors that impacted our gross profit:

Selling, general and administrative expenses. Selling, general and administrative expenses for fiscal 2015 were $196.2 million, or 12.2% of net sales, compared with $167.6 million, or 10.6% of net sales, for fiscal 2014. The $28.6 million increase was primarily due to increases in non-cash stock compensation expense, performance-based cash compensation expense, salaries and benefits and

marketing expenses. Non-cash stock compensation expense increased by $14.5 million principally as a result of an increase in the fair value liability for previously existing restricted stock grants related to an increase in our stock valuation that was primarily a function of our improved business performance and a corresponding increase in our Adjusted EBITDA for the trailing twelve months. Performance-based cash compensation expense under our incentive plans increased by $7.3 million due to improved business performance. Salaries and benefits increased by $4.6 million due to higher average wage rates, higher medical costs and increased staffing levels across our sales, marketing, quality and R&D teams. These increases were partially offset by a $4.1 million decrease in management, advisory and consulting fees and expense reimbursements paid to Oaktree and MSH as a result of lower reimbursements and the expiration of MSH's management services agreement on September 30, 2015.

Other expense, net. Other expense, net for fiscal 2015 consisted primarily of $6.2 million of acquisition expenses and $1.2 million of loss on disposal of property, plant and equipment, partially offset by $2.0 million of income associated with a product recall claim, net of deductibles, under our product contamination insurance policy.

Interest expense. Interest expense was $104.4 million for fiscal 2015, a decrease of $1.2 million, or 1.1%, compared to $105.6 million for fiscal 2014. This decrease was due to lower average outstanding borrowings under our prior term loans.

Income tax provision. We paid minimal cash for income tax in both fiscal 2015 and fiscal 2014 because in fiscal 2014 we incurred a $14.8 million operating loss, net of taxes, and in fiscal 2015 we utilized $14.6 million of net operating loss carryovers, net of taxes, to offset taxable income. Income tax expense for fiscal 2015 was $8.9 million compared to $8.4 million for fiscal 2014, which in each case related primarily to recognition of deferred income tax liabilities and current state taxes.

Net income (loss). Net income for fiscal 2015 was $37.1 million, an increase of $75.0 million, compared with a net loss of $37.9 million for fiscal 2014. This improvement in net income was a result of the factors discussed above.

Net sales. Net sales for fiscal 2014 were $1,577.6 million, an increase of $85.6 million, or 5.7%, compared to $1,492.0 million for fiscal 2013. Net sales increased by $90.2 million, or 6.0%, due to higher average sales prices, partially offset by changes in sales volume and business mix, which reduced net sales by $4.6 million, or 0.3%.

Sales volume was lower due to the elimination of sales under lower margin contracts in our Industrial segment, which reduced net sales by $63.0 million, partially offset by sales volume attributable to the addition of a 53^rd week, which increased net sales by $31.4 million. Excluding these items, changes in sales volume and business mix contributed $27.0 million to net sales.

Average sales prices increased due to a series of strategic pricing actions to recover higher raw material costs, which increased net sales by $76.3 million, and the benefit of more effective trade promotion allowance management, resulting in lower sales discounts, which increased net sales by $13.8 million.

Cost of goods sold. Cost of goods sold for fiscal 2014 was $1,227.1 million, an increase of $82.8 million, or 7.2%, compared to $1,144.3 million of cost of goods sold for fiscal 2013. Cost of goods sold increased by $102.8 million due to higher raw material costs and $27.0 million due to higher other input costs, such as labor and employee benefit expenses, utility bills and other manufacturing costs. The increase in cost of goods sold was partially offset by lower sales volume, which reduced cost of goods sold by $19.6 million, and productivity improvements, which reduced cost of goods sold by $27.4 million.

Distribution expenses. Distribution expenses for fiscal 2014 was $99.3 million, an increase of $4.0 million, or 4.2%, compared to $95.3 million of distribution expenses in fiscal 2013. Distribution expenses increased by $2.2 million due to sales volume and $5.3 million due to higher warehouse costs and inflation, which was partially offset by a decrease of $3.5 million due to productivity improvements.

Gross profit. Gross profit for fiscal 2014 increased by $18.3 million to $249.2 million, or 15.8% of net sales, compared to $230.9 million, or 15.5% of net sales, for fiscal 2013, reflecting an increase of 30 basis points. Gross profit increased primarily due to more effective trade promotion allowance management and other productivity improvements and the addition of a 53^rd week, partially offset by negative price realization net of raw material cost movements, and other increases in cost of goods sold and distribution expenses. The following table outlines the impact of the factors that impacted our gross profit:

Selling, general and administrative expenses. Selling, general and administrative expenses for fiscal 2014 were $167.6 million, or 10.6% of net sales, compared with $160.5 million, or 10.8% of net sales, for fiscal 2013. The $7.1 million increase was primarily due to increases in management, advisory and consulting fees and expense reimbursements paid to Oaktree and MSH and performance-based cash compensation expense. Management, advisory and consulting fees and expense reimbursements paid to Oaktree and MSH increased by $7.6 million as a result of Oaktree engaging third-party consultants, on our behalf, to provide consulting and other advisory services to us in connection with the implementation of the APF Way. Performance-based cash compensation expense under our incentive plans also increased by $5.8 million due to improved business performance. These increases were partially offset by a reduction in outside professional fees and services and other selling and marketing costs.

Other expense, net. Other expense, net was not a significant factor in either fiscal 2014 or fiscal 2013.

Interest expense. Interest expense was $105.6 million for fiscal 2014, an increase of $1.0 million, or 1.0%, compared to $104.6 million for fiscal 2013. This increase was due to higher average outstanding borrowings under our ABL facility.

Income tax provision. We paid minimal cash for income tax in both fiscal 2014 and fiscal 2013 because we incurred net operating losses in both years, net of taxes, of $14.8 million and $31.3 million, respectively. Income tax expense for fiscal 2014 was $8.4 million compared to $6.3 million in fiscal 2013, which in each case related primarily to recognition of deferred income tax liabilities and current state taxes.

Net income (loss). Net loss for fiscal 2014 was $37.9 million, a reduction of $19.1 million, compared with a net loss of $57.0 million for fiscal 2013. This improvement in net income was a result of the factors discussed above.

We operate in four segments: Foodservice, Retail, Convenience and Industrial. Our results of operations for Q1 2016, Q1 2015, fiscal 2015, fiscal 2014 and fiscal 2013 were as follows:

(in millions)	Q1 2016			Q1 2015			Fiscal 2015			Fiscal 2014			Fiscal 2013

Net Sales
Foodservice	$	216.1		$	225.2		$	886.1		$	829.6		$	740.9
Retail		105.9			113.8			396.0			399.6			379.0
Convenience		53.0			48.4			201.8			159.7			138.6
Industrial		19.5			39.1			127.7			188.7			233.5

Total	$	394.5		$	426.5		$	1,611.6		$	1,577.6		$	1,492.0



Operating Income
Foodservice	$	37.4		$	29.2		$	134.3		$	70.6		$	56.7
Retail		9.1			10.4			28.5			13.5			6.4
Convenience		8.8			7.4			29.8			18.2			14.8
Industrial		0.5			1.2			2.8			2.0			1.6
Unallocated corporate expenses		(12.0	)		(8.7	)		(45.0	)		(28.2	)		(25.6	)

Total	$	43.8		$	39.5		$	150.4		$	76.1		$	53.9

Our quarterly operating results are affected by the seasonal fluctuations of our net sales and operating income. Sales to schools accounted for 16.2% of our consolidated net sales and 29.4% of our Foodservice segment net sales in fiscal 2015. Because schools comprise a significant portion of our customer base, sales of our products tend to be lower during the summer months and rise significantly during the autumn "back to school" period. In addition, seasonal fluctuations in the demand for beef and other proteins tend to cause seasonal variations in our cost for these raw materials, which tend to rise in the winter and spring and decline during the summer months. The seasonality factors can cause our operating results and usage of cash for working capital requirements to fluctuate during the fiscal year, with our working capital balances typically rising in the first three quarters of the year.

The following table sets forth unaudited financial information for Q1 2016 and each fiscal quarter during fiscal 2015 and fiscal 2014. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair statement of the information shown. This information

should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus.

The following table shows the reconciliation of Adjusted EBITDA from the most directly comparable GAAP measure, net income (loss):

	Fiscal Quarter Ended

(in millions)	April 2, 2016 (13 Weeks)		Jan. 2, 2016 (13 Weeks)			Oct. 3, 2015 (13 Weeks)		Jul. 4, 2015 (13 Weeks)			Apr. 4, 2015 (13 Weeks)		Jan. 3, 2015 (14 Weeks)			Sep. 27, 2014 (13 Weeks)			Jun. 28, 2014 (13 Weeks)			Mar. 29, 2014 (13 Weeks)
Net income (loss)	$	16.6	$	11.7		$	12.6	$	2.3		$	10.5	$	(7.1	)	$	(4.2	)	$	(13.5	)	$	(13.1	)
Interest expense		25.8		25.7			26.0		26.2			26.5		27.9			25.9			26.0			25.8
Provision for income taxes		1.4		2.9			3.0		0.5			2.5		1.5			1.0			3.0			2.9
Depreciation and amortization expense		15.8		16.5			15.9		16.3			14.2		15.4			14.2			14.2			14.2

EBITDA	$	59.6		56.8			57.5		45.3			53.7		37.7			36.9			29.7			29.8

Restructuring expenses(a)		—		1.0			1.8		1.0			0.9		2.1			1.4			2.4			1.4
Non-cash stock based compensation expense(b)		2.7		8.5			1.5		6.6			0.6		1.3			0.4			0.5			0.5
Sponsor fees and expenses(c)		6.1		0.8			1.6		4.2			5.3		3.6			4.3			5.7			2.4
Merger and acquisition expenses and public filing expenses(d)		—		1.2			0.5		3.8			0.7		0.7			—			—			—
Product recalls(e)		—		0.7			3.7		—			—		(0.6	)		0.1			0.4			0.1
Inventory step-up amortization(f)		—		—			0.5		0.4			0.4		—			—			—			—
Fair value adjustment to USDA commodity liability(g)		—		—			0.4		(0.5	)		—		6.0			1.2			—			—
Other		0.4		(0.1	)		0.9		0.4			0.1		0.5			0.9			0.7			0.4

Adjusted EBITDA	$	68.8	$	68.9		$	68.4	$	61.2		$	61.7	$	51.3		$	45.2		$	39.4		$	34.6

(a): Represents costs associated with reorganization and restructuring activities, business acquisitions, integration of acquired businesses and implementation of the APF Way. Restructuring expenses primarily relate to costs associated with the restructure of the management team and consolidation of business unit operations in fiscal 2014.
(b): We expense employee stock grants and other stock-based compensation over the vesting period, based on the fair value of the award on the date of the grant or any subsequent modification date.
(c): Represents quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders. Upon consummation of this offering, we will pay Oaktree an aggregate success fee of $9.0 million pursuant to the management services agreement, which will be terminated.
(d): Merger and acquisition expenses relate to the acquisitions of Landshire and Better Bakery, and costs associated with other unconsummated transactions during fiscal 2015 and fiscal 2014
(e): Represents costs associated with two product recalls, net of related reimbursements.
(f): Represents the impact on our cost of goods sold associated with the sale of inventories that had been written up to fair values in excess of historical cost in connection with acquisition purchase accounting.
(g): Represents valuation adjustments associated with the change in the USDA stipulated value of commodity proteins pursuant to the USDA Commodity Reprocessing Program. We carry our net liability at a value equal to the USDA stipulated value which is updated annually.

We have historically financed our liquidity requirements through internally generated funds, borrowings under our ABL facility and the issuance of other indebtedness.

We expect to invest approximately $35.0 million for capital expenditures in fiscal 2016, of which $9.8 million was invested in Q1 2016. Of this $35.0 million, we expect to invest approximately $17.4 million for routine maintenance of our production facilities and information technology infrastructure, with the remaining capital expected to be used for other discretionary investments to support growth, innovation and productivity of our operations.

As of April 2, 2016 and January 2, 2016, we had $894.9 million and $897.3 million, respectively, in principal outstanding under our prior first lien term loan, which was scheduled to mature on July 10, 2017. As of April 2, 2016 and January 2, 2016, we had $375.0 million in principal outstanding under our second lien term loan, which was scheduled to mature on October 10, 2017. As of April 2, 2016 and January 2, 2016, we had an additional $137.3 million and $125.4 million, respectively, available for borrowing under our ABL facility, which was scheduled to mature in January 2017.

On June 2, 2016, we (1) entered into our first lien term loan, which matures on June 2, 2023, (2) entered into an amendment to our ABL facility extending its maturity to June 2, 2021 and (3) used the proceeds of our first lien term loan to repay our prior term loans, pay related accrued interest and pay related expenses. Our first lien term loan and the amendment to our ABL facility were completed with stated interest rate terms that are favorable in comparison with our prior credit facilities. As of April 2, 2016, after giving effect to the Refinancing, we would have had $1.3 billion aggregate principal amount of indebtedness outstanding and $137.3 million of additional borrowings available under our ABL facility, after giving effect to $5.5 million of outstanding letters of credit.

For a detailed description of our credit facilities, see "Description of Certain Indebtedness." Our credit facilities contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on us include limitations on our ability to incur additional indebtedness or issue preferred stock, pay dividends or make distributions on our capital stock or repurchase our capital stock or to make other restricted payments, make certain investments, create liens on our assets, enter into transactions with affiliates, transfer and sell assets, merge, consolidate or sell all or substantially all of our assets, and create restrictions on dividends or other payments by our restricted subsidiaries. In addition, the credit facilities require mandatory prepayment of amounts equal to Excess Cash Flow (as defined in the credit agreements for our credit facilities). In fiscal 2015, a mandatory prepayment related to Excess Cash Flow of approximately $13.4 million was determined under our prior first lien term loan and this payment was made on April 6, 2016. However, certain debt holders exercised their option to reject the prepayment and $2.8 million of the payment was returned to us.

Our principal sources of funds following this offering are anticipated to be cash flows from operating activities and available borrowings under our ABL facility. We believe that we will generate cash flows from operating activities and have available borrowings under our ABL facility to provide us with sufficient liquidity and capital resources for us to meet our current and future financial obligations, including our scheduled principal and interest payments, as well as to provide funds for working capital, capital expenditures, anticipated dividends and other anticipated needs for at least the next twelve months. We may also decide to access the debt and equity markets to fund large acquisitions or pursue large capital expenditure projects not currently contemplated or to reduce our cost of capital.

Operating Activities. Cash flows provided by operating activities for Q1 2016 increased $56.3 million compared to Q1 2015. The increase in cash flows provided by operating activities was primarily due to a $6.0 million increase in net income and a $48.1 increase in cash from changes in working capital. As we increased our focus on working capital management, we had lower working capital requirements due to faster collections of accounts receivable, extended payment terms with suppliers and reduced inventory costs as a result of lower raw material costs.

Investing Activities. Cash used in investing activities for Q1 2016 decreased by $37.6 million compared to Q1 2015 primarily due to a $34.0 million reduction in cash used for acquisitions, partially offset by an increase in capital expenditures by $3.0 million, of which $2.0 million was for building improvements and equipment associated with integration of acquired businesses.

Financing Activities. Cash used in financing activities for Q1 2016 was $7.9 million compared to cash provided by financing activities of $72.1 million in Q1 2015. The change of $80.0 million was primarily due to a $75.4 million reduction in borrowings under our ABL facility, a $2.6 million reduction in amounts spent on share repurchases and loans to employees for personal income tax elections and a $6.6 million earn-out payment.

Operating Activities. Cash flows provided by operating activities for fiscal 2015 increased $134.3 million compared to fiscal 2014. The increase in cash flows provided by operating activities was primarily due to a $75.0 million increase in net income and a $39.4 million increase in cash from changes in working capital. As we increased our focus on working capital management as part of the implementation of the APF Way, we had lower working capital requirements due to faster collections of accounts receivable, extended payment terms with suppliers and reduced inventory costs as a result of lower raw material costs.

Investing Activities. Cash used in investing activities for fiscal 2015 increased by $87.4 million compared to fiscal 2014 primarily due to $72.5 million of cash used for acquisitions. In addition, our capital expenditures increased by $14.9 million, of which $10.2 million was for building improvements and equipment associated with integration of acquired businesses.

Financing Activities. Cash used in financing activities for fiscal 2015 increased by $42.4 million compared to fiscal 2014 primarily due to a $43.2 million reduction in borrowings under our ABL facility and a $2.0 million increase in amounts spent on share repurchases and loans to employees for income tax elections. This increase was partially offset by a $2.8 million decrease in long-term debt repayments driven by the timing of scheduled amortization payments in fiscal 2015 versus fiscal 2014.

Operating Activities. Cash flows provided by operating activities for fiscal 2014 decreased $11.5 million compared to fiscal 2013 primarily due to a $26.2 million increase in cash used by working capital. We had higher working capital requirements primarily due to increased raw material costs, which increased our inventory and accounts receivables. This was partially offset by a $19.1 million

decrease in net loss, which included a $5.5 million non-cash impairment charge for a trade name for which we re-evaluated the expected useful life in fiscal 2013.

Investing Activities. Cash used in investing activities for fiscal 2014 increased by $9.1 million compared to fiscal 2013 primarily due to the fact that we did not have any asset sales in fiscal 2014. In fiscal 2013, we received $7.7 million of cash proceeds from the sale of property, plant and equipment primarily related to the sale of our Orange City, Iowa production facility. In addition, our capital expenditures increased by $1.5 million.

Financing Activities. Cash used in financing activities for fiscal 2014 decreased by $20.4 million compared to fiscal 2013. The decrease in cash used in financing activities was primarily due to a $23.4 million increase in borrowings under our ABL facility and a $2.3 million decrease in amounts spent on share repurchases and loans to employees for personal income tax elections related to stock-based compensation. This decrease was partially offset by a $4.8 million increase in long-term debt principal payments. In fiscal 2013, we also received $1.0 million in cash proceeds from the sale of stock to a senior executive.

We have obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various assets and services to be used in the normal course of our operations. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as operating lease obligations, are not reflected as assets or liabilities in the accompanying consolidated balance sheet. The long-term debt obligations are our principal payments on cash debt service obligations. Operating lease obligations are the future minimum rental payments required under the operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of January 2, 2016.

The following table summarizes these long term debt and operating lease contractual obligations as of January 2, 2016, and the estimated timing and effect that such obligations are expected to have on our liquidity and cash flows in future periods (in millions):

The preparation of financial statements in conformity with GAAP requires the appropriate application of certain accounting policies, many of which require us to make estimates, judgments and assumptions about future events and their impact on amounts reported in the financial statements and related notes. Since future events and the impact of those events cannot be determined with certainty, the actual results will inevitably differ from our estimates. These differences could be material to the financial statements.

We believe our application of accounting policies, and the estimates and assumptions inherently required therein, are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, our application of accounting policies has been appropriate, and actual results have not differed materially from those determined using necessary estimates.

The following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition. We record revenue from sales of food products at the time title transfers. Standard shipping terms for domestic customers are freight on board ("FOB") destination. Based on these terms, title passes at the time the product is delivered to the customer. For the majority of our Canadian customers, shipping terms are FOB shipping point. Based on these terms, title passes at the time the product departs from our plant or warehouse. Revenue is recognized as the net amount to be received by us after deductions for estimated discounts, product returns, and other allowances. These estimates, for which the estimation methodology has been consistently applied during the periods presented, are based on historical trends and expected future payments. See also "—Promotions" below.

The discount, product return and other allowance rates for Q1 2016, fiscal 2015, fiscal 2014 and fiscal 2013 were 11.5%, 11.5%, 9.9% and 9.8%, respectively. Excluding discounts related to annual school bid fixed prices, the discount, product return and other allowance rates for Q1 2016, fiscal 2015, fiscal 2014, fiscal 2013 were 8.0%, 8.1%, 7.7% and 8.1%, respectively.

Goodwill and Other Intangibles. Other intangibles include recipes, customer relationships, non-competition agreements, licensing agreements, water and sewer usage permits and certain trade names and trademarks. Assets acquired and liabilities assumed in connection with business combinations are recorded in accordance with ASC 805, "Accounting for Business Combinations." Where amounts are recorded on a provisional basis we consider the need for measurement period adjustments based upon additional information through the end of the measurement period, not to exceed one year. In accordance with ASC 350, "Intangibles—Goodwill and Other," we are required to test recorded goodwill and intangibles with indefinite lives for impairment at least annually. We test annually for impairment at the end of the third quarter; however, these tests are performed more frequently when events or changes in circumstances indicate the carrying amount may not be

recoverable. Indicators of impairment are reviewed on a quarterly basis to determine if an impairment test is deemed necessary.

Goodwill is tested annually for impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair values of our reporting units to their respective carrying values. If the fair value exceeds the carrying value, the second step is not necessary. However, if the carrying amount of a reporting unit exceeds its implied fair value, the second step is performed to determine the amount, if any, of impairment loss to recognize. The second step compares the implied fair value of goodwill to its carrying value. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized in the amount equal to the excess. Our annual goodwill impairment analyses, which were completed as of October 3, 2015, September 27, 2014, and September 28, 2013 did not result in any impairment charges.

Indefinite lived intangible assets other than goodwill are evaluated annually, or more frequently when events or changes in circumstances indicate the carrying amount may not be recoverable, for impairment. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair values of trademarks and trade names are determined using a royalty rate method based on expected revenues by trademark or trade name. Our annual evaluations of indefinite-lived intangibles did not indicate impairment in fiscal 2015, fiscal 2014 or fiscal 2013, except as noted below.

During the third quarter of fiscal 2013, the remaining useful life of one of our trade names was evaluated to determine whether events and circumstances continue to support an indefinite useful life. It was determined that an indefinite life was no longer appropriate. This conclusion was based on our expectations of the trade name's contributions to our future cash flows considering factors such as current long-term market outlook, plans for ongoing trade name support and promotion, and strength of the trade name. We expect the remaining useful life of this trade name to be fifteen years. Accordingly, we began amortizing this trade name beginning in September 2013. The change from an indefinite life to a fifteen-year useful life constituted a triggering event under ASC 350. We tested this trade name for impairment as of September 2013 based on financial forecasts and the expected useful life of fifteen years. Per the results of this valuation analysis, the carrying value of the trade name exceeded its fair value by $5.5 million and accordingly, we recorded this amount as "Impairment charges."

No indicators of impairment were noted from the date of the tests to the respective fiscal year-ends that would have required management to test goodwill and indefinite lived intangible assets for impairment again.

In addition, all other intangible assets with finite lives are reviewed for impairment in accordance with ASC 360. Our amortizable intangible assets are amortized using straight line and accelerated amortization methods in order to allocate expected benefits derived from the assets over the estimated useful lives of such assets. During fiscal 2015, fiscal 2014 and fiscal 2013, we noted no changes in circumstances that would have indicated that carrying amounts of amortizable assets may not be recoverable. Accordingly, no impairment was recorded during the respective periods.

In determining the fair value of our goodwill and other intangibles, we use certain assumptions and judgments in forecasting volume growth, sales, operating income, capital investments and discount rates based on economic projections, market influences, internal budgets and strategic plans and projected future cash flows. These assumptions and judgments inherently contain risk. We have not made any material changes in the accounting methodology used to evaluate the impairment of goodwill and other intangibles during the last three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments of goodwill and other Intangibles. If actual results are not consistent with our estimates or assumptions, we may be exposed to impairment losses that could be material.

Promotions. Promotions are an important component of the sales and marketing of our products. We have two categories of promotions: (1) trade promotions reported as a part of net sales and (2) marketing and advertising costs reported as a part of selling, general and administrative expenses.

Foodservice and Convenience trade promotions are incurred to encourage distributors to stock and promote our products and to encourage operators, such as restaurants, hospitals and convenience stores, to purchase and promote our products with consumers. Foodservice trade promotions also include discounts related to our annual school bid fixed price business. Retail trade promotions are incurred to encourage retailers, such as grocery stores, mass merchandisers and club stores, to offer temporary price reductions for the sales of our products to consumers, to obtain favorable display positions in their stores and to obtain shelf space. Trade promotions are both variable in nature, tied to product purchases or promotion performance and fixed in nature, tied to customer development, product placement and growth programs.

Foodservice and Convenience distributor trade promotion costs are readily estimable and highly correlated to the direct shipments of products and contractual promotion dollars by customer. Trade promotion costs related to our school bid fixed price business is readily estimable and highly correlated to the direct shipment of specific products. Operator trade promotion cost estimates are based on a combination of the allowances earned on direct shipment of proprietary products, contractual promotion dollars and historical performance by customer. Retail trade promotion costs are based on contractual promotion dollars related to fixed fees and estimated performance based on historical experience with similar promotional programs by product and customer. Trade promotion costs are charged in the period in which product was shipped and if applicable, the period when the program occurred.

Our Foodservice, Convenience and Retail segments incur marketing and advertising costs related to customer and consumer programs to promote products. These programs include advertising, point of sale materials, in-store display incentives, trade shows, coupons and other programs. 90% of the marketing and advertising costs are related to our Retail segment. All marketing and advertising costs are based on estimated performance, contractual promotion dollars and experience with similar promotional programs. Marketing and advertising costs are charged in the period incurred.

We have not made any material changes in the accounting methodology used to establish our promotion accruals during the past three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our promotion accruals. Trade promotions reported as a part of net sales that are subject to estimation represented 12.4%, 11.6%, 12.0%, 10.5% and 10.1%, respectively, of net sales for Q1 2016, Q1 2015, fiscal 2015, fiscal 2014 and fiscal 2013. If actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. A 10% change in our trade promotion accruals and marketing accruals at April 2, 2016 would impact pretax earnings by approximately $2.7 million and less than $1.0 million, respectively.

USDA Commodity Program. Under the provisions of the USDA Commodity Program, we receive government donated raw materials and process them into finished food products for sale to schools. The USDA Commodity Program provides that, among other things, we bear the risk of loss, spoilage or obsolescence associated with donated food materials and finished goods produced using donated food. Obligations under the USDA Commodity Reprocessing Program and the related inventory are recorded at the USDA stipulated value of the donated commodity raw materials at the date we take possession of the raw materials. Upon delivery of finished product to qualifying school customers, the inventory and associated liability are reduced and netted. As a result, revenues and cost of goods sold related to sales under the USDA Commodity Program are recorded exclusive of the value of the donated raw materials.

We rely on accurate and timely communication of product shipments from our distributors to qualifying school customers. If the information is inaccurate or untimely, we may temporarily over or understate our USDA Commodity inventory and liability.

We have not made any material changes in the accounting methodology used to record our USDA Commodity inventory and liability during the past three fiscal years. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to record our USDA Commodity inventory and liability. If actual results are not consistent with our estimates or assumptions, we may be have a misstatement between our USDA Commodity inventory and liability accounts, however, the impact to the earnings would be immaterial.

Self-insurance. We are self-insured for certain employee medical benefits and workers' compensation benefits. We maintain stop-loss coverage in order to limit our exposure to any significant level of employee medical and workers' compensation claims. Self-insurance expenses are accrued based on estimates of the aggregate liability for uninsured claims incurred using historical claims experience, and the estimation methodology has been consistently applied during the periods presented.

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our self-insurance liability. If actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. A 10% increase in the actuarial estimate at January 2, 2016 would result in an increase in our self-insurance liability of less than $1.0 million.

Income Taxes. The provision for income taxes is determined using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to an amount that is more likely than not to be realized. We follow accounting guidance related to accounting for uncertainty in income taxes to record uncertainties and judgments in the application of complex tax regulations.

Stock-Based Compensation. We account for restricted stock awards granted to employees and directors using a fair-value based method, under which we measure the cost of employee services received in exchange for an award of restricted stock based on the grant-date fair value of the award, and recognize the cost of the services over the vesting periods of the awards. We have determined that liability classification of these awards is appropriate until the point that the award has been vested for a sufficient period of time to allow the holder to fully bear the risks and rewards of ownership (generally six months). At this point, the award is reclassified from liabilities to equity. Under the liability method, we periodically further adjust liability and expense to recognize increases in the fair value of our restricted stock awards.

We are a private company with no active market for our common stock. The fair value of our restricted stock awards is estimated using a market-comparable approach based on an estimate of our enterprise value, subtracting our debt net of cash, and applying an applicable non-marketability discount considering restrictions on transferability and estimated time to a liquidity event. We calculate our enterprise value by applying market benchmark multiples to our Adjusted EBITDA for the trailing twelve months as of the end of the most recent quarter for which a determination is made. Annually, in addition to our market approach to calculating fair value discussed above, we perform an income approach in the form of a discounted cash flow model. The results of our valuation analyses under the market and income approaches are compared for reasonableness. The dates of our valuations have not always coincided with the dates of restricted share grants. In such instances, our estimates have been based on the most recent valuation of our restricted stock and our assessment of additional objective and subjective factors we believed were relevant as of the grant date.

We estimated the fair value of our restricted stock at various dates considering the most recently available valuations of our common stock and our assessment of additional objective and subjective factors that we believed were relevant, including:

There are significant judgements and estimates inherent in these valuations, such as assumptions regarding our future operating performance and the time to complete a liquidity event for restricted stockholders. If we had made different assumptions, our stock-based compensation expense, net income and net income per share could have been different.

During fiscal 2015 and Q1 2016, we granted restricted shares with weighted average fair values per share as follows:

As of January 2, 2016, the fair value of our restricted shares was determined to be $10.24 per share, resulting in a corresponding increase to carrying value of the liability and associated compensation expense. There were no grants awarded at that share price in fiscal 2015.

The estimated fair value of our restricted stock increased significantly during fiscal 2015 as a result of a significant improvement in our operating results, which increased the enterprise value of our business, as well as a significant reduction in our outstanding debt obligations.

The improvement in our operating results was principally the result of strategic pricing and operational productivity cost savings initiatives, which are expected to continue to benefit future results. In addition, two strategic acquisitions that we integrated into our business by mid-year made a significant incremental contribution to our operating results. The purchase prices of these acquisitions were funded from cash flows from operating activities, resulting in no increase in debt. Our operating cash flows were further enhanced by improved working capital management. As such, we were able to significantly reduce our outstanding debt primarily during the last two months of fiscal 2015.

The increase in fair value from $1.52 to $5.58 per share was primarily driven by an increase in Adjusted EBITDA for the trailing twelve months ended July 4, 2015 to $219.3 million. Partially

offsetting the positive impact of improved profitability on the fair value determination was an increase in our debt, net of cash, to $1,386.9 million.

The increase in fair value from $5.58 to $10.24 was primarily driven by an increase in our enterprise value as a result of a $40.9 million increase in Adjusted EBITDA for the trailing twelve months ended January 2, 2016 to $260.2 million compared to $219.3 million for the trailing twelve months ended July 4, 2015. Our operating performance improved primarily as a result of strategic pricing, implementation of the APF Way and operational productivity cost savings initiatives, which required several quarters to implement and achieve results. We also integrated two strategic acquisitions during fiscal 2015, which made a significant incremental contribution to our operating results for the second half of fiscal 2015 compared to the second half of fiscal 2014. Improvements in our operating performance generally have a significant impact on the fair value of our restricted stock awards due to our high level of indebtedness. Partially offsetting the impact of our improved operating performance on our enterprise value was a 3.0% reduction in the market benchmark multiple applied to our Adjusted EBITDA for the trailing twelve months ended January 2, 2016 compared to the market benchmark multiple applied to our Adjusted EBITDA for the trailing twelve months ended July 4, 2015. We reduced the market benchmark multiple due to reduced transaction activity observed in the market, as well as an anticipated slowdown in our growth. In addition to the increase in our enterprise value, the fair value of our restricted shares increased as a result of a $90.9 million reduction in debt, net of cash, to $1,293.8 million as of January 2, 2016 compared to $1,384.7 million as of July 4, 2015. We improved our working capital management during fiscal 2015, which increased our operating cash flows and allowed us to significantly reduce our outstanding debt primarily during the last two months of fiscal 2015. In determining the fair value of our restricted shares as of January 2, 2016, we also reduced the non-marketability discount applied to our enterprise value, after subtracting our debt, net of cash, by 5.0% compared to the non-marketability discount applied as of July 4, 2015, which had the effect of increasing the fair value of our restricted shares by 5.0%. We reduced the non-marketability discount based on conversations with our principal stockholders and their increasing consideration of strategic sale alternatives or other liquidity events, including an initial public offering.

The increase in fair value from $10.24 to $11.25 was driven by an additional increase in Adjusted EBITDA for the trailing twelve months ended April 2, 2016 to $267.3 million and a reduction in debt, net of cash, to $1,268.2 million.

Our accounting for restricted stock awards for our fiscal quarter ended July 2, 2016 will be based on a formal valuation to be completed. However, assuming that the valuation would be consistent with the initial public offering price of $21.00 per share, we estimate that our stock-based compensation expense related to our vested liability-classified restricted stock awards would increase by approximately $10.7 million in comparison with the amount of stock-based compensation expense that would have been calculated based on the $11.25 per share fair value of our restricted shares determined as of April 2, 2016. Under the liability method of accounting for restricted stock awards, this would result in recognition of a like amount of additional compensation expense, included in selling, general and administrative expenses, and a corresponding increase in other liabilities.

Our right to repurchase all or any portion of an employee's vested restricted shares in the event that the employee's employment is terminated for any reason lapses immediately upon completion of an initial public offering of at least 25% of our common stock (on a fully diluted basis). We intend to amend our restricted share agreements to eliminate this right upon completion of this offering, even if this offering does not represent 25% of our common stock. As a result, this offering (either because it is an initial public offering of at least 25% of our common stock or because we amend our restricted share agreements) will modify our restricted stock plan and result in a liability to equity modification. As a result, the liability for our restricted stock would be reclassified to additional paid-in capital as of the modification date and the unvested awards would be accounted for as equity classified awards. The liability for restricted stock included in other liabilities was $18.2 million as of April 2, 2016.

In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes." The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and non-current amounts. The amendments will require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted the guidance retrospectively in fiscal 2015 in order to simplify the classification of deferred taxes into non-current amounts. At January 3, 2015, we had a current deferred tax liability of $0.2 million that was reclassified as non-current. At December 28, 2013, we had a current deferred tax asset of $0.6 million that was reclassified as non-current.

In September 2015, the FASB issued ASU No. 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments." The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the ASU should be applied prospectively. We have adopted this guidance and determined there was no impact on fiscal 2015.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." The new guidance changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for all entities for financial statements that have not been previously issued. We adopted the guidance in Q1 2016. The impact resulted in reductions of deferred loan origination fees and long-term debt, net of current maturities of $9.4 million, $11.1 million and $17.7 million as of April 2, 2016, January 2, 2016 and January 3, 2015, respectively.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." The new guidance will require lessees to recognize the assets and liabilities that arise from leases in the balance sheet, including operating leases. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. We are in the process of evaluating this guidance.

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory," which requires entities to measure most inventory "at the lower of cost and net realizable value," thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The updated guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. We are in the process of evaluating this guidance.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue

arising from contracts with customers and supersedes most current revenue recognition guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. We are currently assessing the impact that adopting this new accounting guidance will have on our consolidated financial statements and footnote disclosures. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted.

We are exposed to certain market risks as part of our on-going business operations. We are exposed to market risk stemming from changes in interest rates and commodity prices. Changes in these factors could cause fluctuations in our financial condition, results of operations and cash flows. To manage these risks, we own certain derivative financial instruments as described below.

Interest Rate Risk. Borrowings under our credit facilities bear interest at floating rates based on LIBOR or the lender's base rate, in each case plus an applicable borrowing margin. For floating-rate debt, interest rate changes generally do not affect the fair market value of our indebtedness but may impact our earnings and cash flows, assuming other factors are held constant. As of April 2, 2016, we had $1.27 billion of floating-rate debt represented by borrowings under our prior term loans and our ABL facility and up to $137.3 million of floating-rate borrowings available under our ABL facility. Interest on our floating-rate debt as of that date was based on a fixed margin over a variable LIBOR benchmark, subject to a minimum of 1.25%. As of April 2, 2016, the LIBOR benchmark was 0.63%. If the benchmark LIBOR interest rate were to increase by 1%, our annual interest payments under our prior term loans and our ABL facility would have increased by $4.8 million. On June 2, 2016, we repaid our prior term loans in full.

Foreign Exchange Rate Risk. Almost all of our sales are denominated an invoiced in U.S. dollars and, thus, our financial results are not subject to material foreign currency exchange risks.

Commodity Price Risk. Certain raw materials that we use in our food processing operations are susceptible to commodity price changes. Increases in the prices of certain commodity products could result in higher overall production costs. The primary raw materials used in our food processing operations are beef, poultry, pork, bread and breadings, cheese, eggs, seasonings, soy proteins and packaging supplies. We attempt to manage this risk through forward purchase orders, non-cancelable contracts and by passing on such cost increases to customers. In addition, we periodically enter into swap agreements to mitigate our exposure to fluctuations in prices of natural gas and diesel fuel. There were no derivative contracts outstanding at April 2, 2016.

Our business is diversified across the U.S. foodservice, retail and convenience channels. Within these industries, we participate in attractive, growing categories that benefit from positive consumer trends. The drivers underpinning our growth include increases in gross domestic product, employment levels and personal consumption expenditures. Our growth is also driven by an increase in the number of restaurants and convenience stores, a continued shift toward value-added, high protein, convenient, affordable and easy-to-prepare foods and an increased frequency in dining out.

The foodservice industry supplies the diverse U.S. "food-away-from-home" industry, which is expected to account for 51% of total food sales by 2021, according to Technomic data prepared in 2016. The foodservice industry had $232 billion of sales in 2015 and is expected to have 2.3% annual growth over the next five years, according to Technomic data prepared in 2016. Growth in the foodservice industry is expected to account for 70% of growth in the food industry, according to Technomic data prepared in 2016. End-customers in this industry include restaurant operators, schools, healthcare providers, hospitality providers, the U.S. military and grocery deli counters that are serviced through national and regional distributors and redistributors such as Sysco Corporation and U.S. Foods, Inc. According to USDA data prepared in 2016, food prepared away from home accounted for 49% of the total food dollars spent by consumers in 2015 with 6.0% annual growth since 2010, outpacing overall food expenditure growth.

The foodservice industry includes the large and stable U.S. school market, which had $10.3 billion of sales in 2015, according to Technomic data prepared in 2016. This market has expanded given the 4% annual growth over the last ten years in meals served for breakfast and in meals served during the summer months, according to USDA data prepared in 2016.

Frozen and refrigerated handhelds, which includes ready-to-eat sandwiches, accounted for $4.1 billion of industry-wide retail sales in 2015, with 5.3% annual growth since 2010, according to IRI data prepared in 2016. Within frozen and refrigerated handhelds, lunch and dinner handhelds and breakfast handhelds accounted for $2.9 billion and $1.2 billion, respectively, of industry-wide retail sales in 2015, with 2.6% and 14.6%, respectively, annual growth since 2010, according to IRI data prepared in 2016.

In the retail industry, according to The Nielsen Company data prepared in 2016, private label sales across all food categories represented $124 billion of sales in 2015, with 3% annual growth since 2013, outpacing growth in national brands. This growth is largely driven by a shift in consumer attitudes and improved quality and assortment of private label product offerings.

The retail industry includes national and regional grocery chains, major warehouse club stores, mass retailers and dollar stores. Dollar stores are showing particularly strong growth and generated $67 billion of sales in 2015, with approximately 5% annual growth in total sales and approximately 27% annual growth in food sales since 2010, according to IBISWorld Inc. ("IBISWorld") data prepared in 2016. Grocery sales accounted for 22.4% of dollar store aggregate sales in 2015, up from 8.9% of sales in 2010, according to IBISWorld data prepared in 2016.

The convenience industry includes national and regional convenience chains and vending providers. Growth in this channel is driven by the number of convenience stores, which have grown 15% from 2002 to 2014 to more than 152,000 stores, according to NACS data prepared in 2015. Prepared food is growing rapidly in the convenience channel as consumers increasingly seek "on-the-go" meal and snacks and trade down from quick service restaurants. Prepared food sales in the convenience channel were $42 billion in 2014, with approximately 8% annual growth since 2012, according to NACS data prepared in 2015.

We sell to a diverse set of over 3,000 customers and have an average relationship tenure of approximately 20 years with our top 20 customers. We employ a customer-centric approach, which is rooted in market-leading R&D capabilities, product quality and customer service. We have dedicated marketing and sales teams for each of our channels to serve the specific needs of our customers. We enjoy "category captain" status in many of our product categories with our largest foodservice customers. In many cases, we collaborate with our customers to develop new products, customizing recipes and flavors in a cost efficient manner. We believe our customer-centric approach is a competitive advantage that helps our customers grow their businesses and, in turn, accelerates our organic growth and profitability.

We sell our value-added products to the foodservice, retail and convenience channels, which correspond to our three core segments. We also sell our products in the industrial channel. We believe our diversification across these channels provides us with a stable revenue base through economic cycles. In fiscal 2015, 55.0% of our net sales were generated from our Foodservice segment, where our commercial brands are highly sought-after and trusted by chefs, cooks and other purchasers. In our Retail segment, in addition to selling our branded products, we also leverage our R&D capabilities to co-create exclusive products and packaging designs with our customers under their private label brands. In our Convenience segment, we are a leading supplier of ready-to-eat sandwiches and sandwich components to national and regional convenience chains and vending providers.

We have an attractive financial profile with steady, organic volume growth, healthy margins, modest capital expenditures and limited working capital requirements. These characteristics enable our business to generate strong cash flows. Our earnings profile also benefits from a lean SG&A cost structure and a scaled, efficient supply chain network. We intend to use these attributes to enhance stockholder value by paying regular dividends, reducing our indebtedness, strategically deploying our capital to fund organic growth opportunities and financing value-enhancing acquisitions.

In the twelve months ended April 2, 2016, we generated $1.6 billion in net sales, $43.2 million of net income and $267.3 million in Adjusted EBITDA. In fiscal 2015, we generated $1.6 billion in net sales, $37.1 million of net income and $260.2 million in Adjusted EBITDA. Our net sales and Adjusted EBITDA in fiscal 2015 reflect a CAGR of 3.9% and 26.2%, respectively, since fiscal 2013. In fiscal 2015, we also generated $157.2 million of cash flow from operating activities. See "Prospectus Summary—Summary Historical Consolidated Financial Data" for a reconciliation of Adjusted EBITDA to net income.

In September 2010, Pierre Foods, Inc. combined with Advance Food Company, Inc. and Advance Brands, LLC to become AdvancePierre Foods, Inc., our wholly-owned indirect subsidiary. Pierre Foods, Inc., Advance Food Company, Inc. and Advance Brands, LLC were previously privately owned and operated and held leading market share positions in their core product categories. Pierre Foods, Inc. was founded in 1946 in Cincinnati, Ohio, and held leading market positions in handheld sandwiches and other value-added meals and snacks, serving the foodservice, retail and convenience channels. Advance Food Company, Inc. was a family owned business founded in 1973 in Enid, Oklahoma, and was a leading developer, producer and marketer of a wide variety of value-added, portion controlled and ready-to-serve products serving the foodservice channel. Advance Brands, LLC was formed in 2001 and was a leader in producing convenient chicken and beef products serving the retail channel.

In May 2011, we acquired Barber Foods, a leading producer and marketer of stuffed chicken breasts. The acquisition of Barber Foods expanded our retail presence and further diversified our portfolio to include chicken-based products.

In January 2015, we acquired the wholesale business and production operations of Landshire, an Illinois-based producer of premium frozen, ready-to-eat sandwiches. In April 2015, we acquired the business and production assets of Better Bakery, a producer of premium handcrafted stuffed sandwiches. Through these acquisitions, we further expanded our high growth and high margin sandwich portfolio while demonstrating our position as the leading platform in the industry with the ability to consolidate the fragmented industry in which we operate, integrate acquisitions successfully and generate meaningful sales and cost synergies.

and 3.6%, respectively, in our three core segments from fiscal 2013 to fiscal 2015. Going forward, we expect these investments and discipline will allow us to continue to deliver overall growth and attractive margins.

Foodservice. Our Foodservice customers include leading national and regional distributors, who then sell our products to end-customers such as restaurant operators, schools, healthcare providers, hospitality providers, the U.S. military and grocery deli counters. We supply 89 of the largest 100 school districts in the United States, directly and through distributors, and work closely with school districts to develop nutritious meal options with good quality and value. We also directly supply many national restaurant chains.

We sell a diverse portfolio of products into the foodservice channel, including ready-to-eat sandwiches, such as breakfast sandwiches, PB&J sandwiches and hamburgers, sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks, and other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites. We primarily sell our products under our own commercial brands, which are highly sought-after and trusted by chefs, cooks and other purchasers. For fiscal 2015, 71.5% of our Foodservice net sales were attributable to

our own commercial brands, such as The Pub, Advance, Steak-Eze, Philly Freedom and Smart Picks, and 28.5% to private label brands.

As foodservice operators attempt to differentiate and broaden their product offerings, they are more frequently working with solution-oriented partners with strong new product development capabilities and national distribution scale, such as ourselves.

Retail. We serve a wide array of retail customers including national and regional grocery chains, major warehouse club stores, mass retailers and dollar stores.

Key products that we sell into the retail channel include ready-to-eat sandwiches, such as breakfast sandwiches, grilled chicken sandwiches and stuffed pockets, sandwich components, such as chicken patties and Philly steaks, and other entrées and snacks, such as stuffed chicken breasts. In addition to selling our branded products, we also leverage our R&D capabilities to co-create exclusive products and packaging designs with our Retail customers under their private label brands. For fiscal 2015, 69.4% of our Retail net sales were attributable to our retail brands, such as Barber, Pierre and Fast Fixin', 29.8% to private label brands and the rest to licensed brands.

Convenience. The convenience channel represents an important outlet for our ready-to-eat sandwiches and includes sales to vending providers. We currently sell to approximately 68,000 convenience locations in the United States and are the largest supplier of ready-to-eat sandwiches to vending providers. We currently sell to approximately 100,000 vending locations in the United States.

We partner with our Convenience customers to develop customized, ready-to-eat sandwiches, such as breakfast sandwiches and hamburgers, sandwich components, such as chicken patties, and other entrées and snacks, such as cinnamon dough bites. We are able to meet specific demands from our Convenience customers by providing private label brand products and innovative new products. For fiscal 2015, 77.6% of our Convenience net sales were attributable to our retail brands, such as Big AZ, 21.6% to private label brands and the rest to licensed brands.

Industrial. In order to optimize capacity utilization across our production network, we opportunistically enter into short-term co-manufacturing agreements with other food producers, such as packaged food companies. Due to the lower margin nature of this business, we have strategically reduced our percentage of net sales generated by this segment from 15.7% in fiscal 2013 to 7.9% in fiscal 2015.

For additional financial information about our segments, see our audited consolidated financial statements included elsewhere in this prospectus.

We market and distribute a broad range of great-tasting products across all day parts in multiple product categories, including: (1) ready-to-eat sandwiches, such as breakfast sandwiches, PB&J sandwiches and hamburgers; (2) sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks; and (3) other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders, crispy sausage snacks and cinnamon dough bites. We market and distribute approximately 2,600 SKUs across all day parts to a diverse mix of customers in our Foodservice, Retail, Convenience and Industrial segments. Many of our products have been customized to fit specific customer needs. In fiscal 2015, 67.4% of our net sales were attributable to the fast-growing ready-to-eat

sandwiches and sandwich components categories. Our products are shipped frozen to our customers and sold under our commercial and retail brands, as well as private label and licensed brands.

Ready-to-Eat Sandwiches. We are the largest manufacturer of ready-to-eat lunch and dinner sandwiches. We produce over 600 million sandwiches per year, which are shipped frozen to our customers. We possess vertically integrated bakery, production and assembly capabilities which differentiate us from our competitors and support high margins in this product category. Our superior bread quality is an important purchase driver for our sandwiches. Our ready-to-eat sandwiches are sold under a variety of our own brands, such as Big AZ, Pierre, Landshire and Better Bakery, licensed brands and several leading private label brands.

Sandwich Components. We are a leading producer of great-tasting sandwich components, such as fully-cooked hamburger patties (sold under The Pub brand), Philly steaks (sold under the Steak-EZE brand), pork rib patties, chicken patties, meatballs and fajita steaks. All of our sandwich components are also offered under leading private label distributor brands in our Foodservice segment and leading private label brands.

Other Entrées and Snacks. We are a leading producer of convenient entrées and snacks, including stuffed entrées (sold under the Barber Foods brand), country fried steak (sold under the Advance brand), chicken tenders (sold under the Fast Fixin' brand), crispy sausage snacks and cinnamon dough bites.

The following table summarizes our net sales by product category for fiscal 2015, fiscal 2014 and fiscal 2013:

We believe the following strengths differentiate us from our competitors and will contribute to our ongoing success:

We produce over 600 million sandwiches per year and 67.4% of our net sales are related to ready-to-eat sandwiches and sandwich components. We are a leading provider of lunch and dinner sandwiches to the foodservice, retail and convenience channels. Our superior bread quality is an important purchase driver for our sandwiches.

We offer a differentiated value proposition to our customers due to our scale, broad product portfolio, customization capabilities, national distribution and food safety track record.

We have two integrated bakery facilities which allow us to source approximately 60% of our bread in-house (excluding bread for our PB&J sandwiches). Our ten production facilities benefit from economies of scale, which when combined with our national distribution capabilities, differentiate us from our competitors and make us a valuable supplier for both national and regional customers. All of our facilities have achieved SQF Level 3 food safety certification, the highest level of such certification from GFSI.

We have an attractive financial profile with steady, organic volume growth in our core segments, healthy Adjusted EBITDA margins, modest capital expenditures and limited working capital requirements.

Since 2011, we have completed three accretive acquisitions, which contributed $166.4 million of incremental net sales in fiscal 2015. In June 2011, we acquired Barber Foods, a producer of premium stuffed entrées, which strengthened our retail presence and expanded our chicken-based product offering. In January 2015, we acquired the wholesale business and production assets of Landshire, which broadened our portfolio of premium sandwiches to include sliced meat sandwiches and added incremental, margin-enhancing baking and assembly production capabilities. In April 2015, we acquired the business and production assets of Better Bakery to expand into stuffed sandwiches, one of the largest ready-to-eat sandwich categories.

We are focused on expanding our leadership position within our core segments of Foodservice, Retail and Convenience.

Our product categories offer potential for value-added product innovation. We believe our innovation capabilities, combined with our investments in consumer insights and our ability to partner with customers to co-create products, will enable us to continue to introduce successful new products to drive sales growth and margin improvement across our portfolio.

We believe we are well positioned to deliver attractive margins given the high value-added nature of our products, our dynamic pricing model and our ability to generate ongoing productivity savings by leveraging the APF Way. In addition, our focus on improving our product mix, leveraging our scalable organization structure and realizing synergies from acquisitions supports our margin profile. Under the APF Way, we are implementing multiple initiatives across the areas of production, procurement, commercial and logistics, that we expect will deliver ongoing productivity savings and help offset potential operational headwinds and cost inflation.

We have a few large customers that account for a significant portion of our sales. Sysco Corporation and U.S. Foods, Inc. accounted for 13.6% and 12.0%, respectively, of our net sales in fiscal 2015. Our two largest customers source over 1,800 SKUs from our portfolio and buy across multiple contracts for a diverse set of end-customers, making us an important supplier and giving us a stable and consistent sales base.

No other customer accounted for more than 10% of our net sales in fiscal 2015, fiscal 2014 or fiscal 2013. Cumulatively, our top ten customers accounted for 53.4%, 54.7% and 54.6% of our net sales in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Customers located in the United States account for almost all of our net sales. Sales to customers located outside of the United States totaled $15.4 million, $20.0 million and $22.7 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. None of our long-lived assets were located outside of the United States during fiscal 2015, fiscal 2014 or fiscal 2013.

We maintain sales and distribution functions to support sales within our three core segments. We have approximately 140 employees within our segment-specific sales and marketing teams and also rely on our 17 member customer service team. In addition, our 42 member demand management team manages customer forecasts, orders, deliveries and feedback.

Foodservice. We employ approximately 30 marketing professionals, 75 direct sales representatives and 14 national and regional brokers to service our diverse set of foodservice customers. We have a Foodservice-specific go-to-market team that enables us to develop tailored marketing and sales solutions for our customers. Our marketing and sales teams directly interact with major participants in the foodservice distribution chain, including distributors, redistributors, contract management companies, group purchasing organizations and large end-use operators. We service the majority of our foodservice customers through distributors but also ship directly to select foodservice customers including large school districts, select national restaurant chains and the U.S. military.

Retail. We employ approximately 15 marketing professionals, 15 direct sales representatives and 41 national and regional brokers to service our retail customers. Our sales and marketing teams are designed to provide direct support to our top retail customers to facilitate responsive and rapid product development, in addition to effective in-store promotion planning and execution. For smaller customers, we work closely with our network of broker sales teams to meet customer needs. Most retail customers either pick up products at our distribution centers or request that we deliver products to their distribution centers. Some smaller customers, however, receive shipments through redistributors that pick up products from our distribution centers.

Convenience. We employ four marketing professionals, nine direct sales representatives and nine national and regional brokers to service our convenience customers. We have designed our sales and marketing teams to provide direct support to our top convenience customers to facilitate responsive and rapid product development, in addition to effective in-store promotion planning and execution. For smaller customers, we work closely with our network of broker sales teams and distributors that deliver products to stores. The majority of large convenience customers receive products through distributors, while smaller convenience customers often receive products through national and regional distributors.

In addition to the above, we have two sales representatives who work within our Industrial segment and are responsible for sourcing business to fill any excess capacity identified within our production facilities.

Our distribution centers are located in Enid, Oklahoma, Cincinnati, Ohio and Rockmart, Georgia. Approximately 34% of our volume is picked up at our production facilities or distribution centers by

our customers. For the remainder of our volume, we utilize third-party logistics providers to deliver products to customer and redistributor warehouses.

In recent years, we have enhanced our new product development and customer insight capabilities and, in 2015, we opened a state-of-the-art 3,200 square foot R&D facility in West Chester, Ohio. Our R&D expertise spans the spectrum of food development, from meat technology and flavor development to production and processing ingredients, bakery science and nutrition formulation.

In addition, our customer-centric model allows us to quickly respond to customer requests, particularly as we co-develop products with our customers to bring new ideas to the market. We station satellite R&D teams in our production facilities where they can directly leverage the facilities' capabilities when developing and scaling new products. Our in-house R&D team is based in West Chester, Ohio and consists of over 50 professionals including chefs, food scientists and food development experts who are focused on new product development, product-quality improvements, productivity improvements and package development.

We introduced 179, 172 and 192 new SKUs in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. New products released during fiscal 2015, fiscal 2014 and fiscal 2013 accounted for 12.7% of our net sales in fiscal 2015. Our R&D expenditures totaled $6.6 million, $6.0 million and $4.7 million for fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Our R&D team is currently focused on developing on-trend products, such as handheld breakfast sandwiches and better-for-you and snacking-oriented products. Examples of projects in our innovation pipeline include ready-to-eat breakfast sandwiches that meet the new K-12 nutrition guidelines, premium offerings for club stores and new limited time offers for key convenience store chain customers. We are also partnering with various customers to develop on-trend, protein-based snacks.

Our production and distribution network consists of ten production facilities and three strategically located distribution centers in the United States. Our production facilities include two integrated bakery facilities which allow us to source approximately 60% of our bread in-house (excluding bread for our PB&J sandwiches).

We own and operate the following ten production facilities, which are used to produce products sold in all four of our segments:

The lenders under our credit facilities have a lien on all of our owned properties. See "Description of Certain Indebtedness."

We lease our distribution center in Enid, Oklahoma and have contracted for warehouse space in our distribution centers in Cincinnati, Ohio and Rockmart, Georgia. In 2012, we sold our distribution center in Enid, Oklahoma and entered into a long-term lease with the buyer through a sale leaseback transaction. We also lease our corporate headquarters in Blue Ash, Ohio.

We believe that the ingredients and packaging used to produce our products are readily available through multiple sources. Our ingredients primarily include beef, poultry, pork, bread and breadings, cheese, eggs, seasonings, soy proteins, corn and packaging supplies. Packaging materials account for a significantly smaller portion of our costs of goods sold than our ingredients. We enter into various purchasing arrangements with certain suppliers, including suppliers of protein, seasoning and packing supplies, in order to mitigate the impact of commodity cost fluctuations. We have not historically entered into any hedging agreements for our ingredients or packaging supplies.

We believe that quality and food safety are paramount. As a result, we have developed, implemented and enforced a robust quality and food safety program.

All of our production facilities' quality control teams are independent and report directly to our corporate quality and food safety team, a central function comprised of approximately 17 employees under the Senior Vice President, Quality, who reports directly to our Chief Executive Officer. This creates strong accountability at the senior level for the quality and safety of our products. We have approximately 175 salaried and hourly quality control employees who are located at our production facilities.

We have implemented the SQF program at all of our facilities. SQF is a fully integrated food safety and quality management protocol designed by GFSI specifically for the food sector. The SQF code offers a comprehensive methodology to manage food safety and quality simultaneously. SQF certification by GFSI provides an independent and external validation that a product, process or service complies with international, regulatory and other specified standards. All of our production facilities have achieved SQF Level 3 food safety certification, the highest level of such certification from GFSI. We also maintain systems in all of our factories that verify and validate compliance with federal, state and local regulations.

We source the raw materials used in our products from a variety of high quality USDA-regulated suppliers and we believe high quality raw material are available from multiple sources. In order to protect the quality and safety of our products, we regularly inspect our suppliers' production facilities and delivered products.

As part of our quality and food safety program, our professionals continuously work with the applicable regulatory agencies, including the USDA and the FDA, the academic community, trade associations and our industry partners to stay informed of emerging issues and improve our quality and food safety program.

Despite our commitment to quality and food safety, we have previously issued recalls for our products. See "Risk Factors—Risks Related to Our Business—If our products become contaminated or are mislabeled, we may be subject to product liability claims, product recalls and increased scrutiny by regulators, any of which could adversely affect our business."

We face competition in each of our respective product categories and end markets. Although we operate in a highly competitive industry, we believe that the breadth and depth of our product portfolio and product quality have resulted in strong market share positions. Within most of our major product

categories, we are the only full-service operator of scale and compete against smaller, regional players with limited product breadth, production capacity and production capabilities. We typically do not compete against large packaged food companies given our foodservice focus and the customization requirements of our customers. Smaller players include American Food Group, CTI Foods, Allied Specialty Foods, Devault Foods, Lopez Foods and JTM Food Group. In certain product categories such as breakfast sandwiches and entrées and snacks, we compete with larger players such as Hormel, Hillshire, Nestle and Smuckers.

We compete on the basis of, among other things, product quality, total product portfolio, price, customer service, ability to meet customer demands, effective consumer marketing, promotional activities and the ability to identify and satisfy emerging consumer preferences.

We operate a single enterprise resource planning ("ERP") system for all of our facilities for operations, procurement, receiving, warehousing, inventory management and order processing. We also have an integrated suite of supporting financial, demand planning and material requirements planning ("MRP") software modules that are effectively integrated into our core ERP platform. This enterprise-wide systems platform provides us with four key advantages. First, it provides us with real-time financial and operational reports that enable rapid decision-making and execution. Second, we efficiently process orders and ship to our customers on a "one order, one invoice" basis. Third, we can efficiently and cost-effectively manage the forecasting, production and inventory complexity associated with our portfolio of approximately 2,600 SKUs. Finally, our common information technology allows us to integrate acquisitions and achieve synergies quickly.

We have approximately 4,000 employees as of April 2, 2016 with approximately 840 salaried employees and the remainder paid on an hourly basis. None of our employees are unionized. While there have been various union organization attempts at our facilities, we have not had any material work stoppages or lockouts and believe that we have good relations with our employees. See "Risk Factors—Risks Related to Our Business—Labor disruptions or increased labor costs could adversely affect our business, financial condition and operating results."

We are subject to extensive regulation, including, among others, the Federal Meat Inspection Act of 1906, the Food, Drug and Cosmetic Act of 1938, the Poultry Products Inspection Act of 1957, the Nutrition Labeling and Education Act of 1990, the USDA HACCP Mega-Reg of 1996, the Public Health Security and Bioterrorism Preparedness & Response Act of 2002, the Food Safety Modernization Act of 2011 and other rules and regulations promulgated by the FDA, the United States Department of Agriculture and the sub-branches of these regulatory bodies pertaining to the production and introduction of human foods to commerce. These comprehensive and evolving regulatory programs govern, among other things, the manufacturing, composition, ingredients, labeling, packaging and safety of food, including compliance with specific current good manufacturing practice regulations. In addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain specific information required to appear on the labels of food products.

In addition to complying with federal laws and regulations pertaining to food production, we are also required to comply with local municipality (city and county) as well as state regulations, including the registration and licensing of our plants, enforcement by state health agencies of various state standards and inspection of our facilities.

Compliance with federal, state and local regulation is costly and time-consuming, but one of our top priorities. Regulatory enforcement actions for violations of federal, state and local regulations may include seizure and condemnation of products, mandatory or voluntary product recalls, cease and desist orders, injunctions and monetary-civil-criminal penalties. We believe that our practices are sufficient to maintain compliance with applicable government regulations, although there can be no assurances in this regard. It is also possible that new laws or regulations, or changes in the enforcement of existing requirements, might require us to change our compliance programs, incur additional costs or result in unexpected liabilities that could be significant.

We are subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act. These regulations require us to comply with certain manufacturing, health and safety standards to protect our employees from accidents.

We are subject to federal, state and local environmental regulations and requirements, including those governing discharges to air and water, the management of hazardous substances, the disposal of solid and hazardous wastes and the remediation of contamination. Failure to comply with these regulations can have serious consequences for us, including criminal as well as civil and administrative penalties, limitations on our operations, claims for remediation costs, as well as alleged personal injury or property damages and negative publicity. We are involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters, and have incurred and will continue to incur capital and operating expenditures to avoid violations of these laws and regulations.

Based on current information, we do not believe that any costs we may incur relating to environmental matters will have a material adverse effect on our business, financial position or results of operations. However, there can be no guarantee that newly discovered information, more stringent enforcement of or changes in environmental requirements, or other unanticipated events will not result in significant costs.

We maintain general liability and product liability, product contamination, property, worker's compensation, business interruption, director and officer and other insurance in amounts and on terms that we believe are customary for companies similarly situated. In addition, we maintain excess insurance where we reasonably believe it is cost effective.

From time to time, we may be party to litigation that arises in the ordinary course of our business. While it is not feasible to predict or determine the ultimate outcome of these matters, we believe that any ultimate liability with respect to any pending litigation will not adversely affect our business, financial condition and operating results.

Below is a list of our executive officers and directors and their respective ages and a brief account of the business experience of each of them.

Name	Age	Position

John N. Simons, Jr.	55	Chief Executive Officer, President and Director
Michael B. Sims	57	Chief Financial Officer, Vice President, Treasurer and Secretary
James L. Clough	54	President, Foodservice
Steven D. Booker	55	President, Retail
Tony Schroder	49	President, Convenience
George F. Chappelle, Jr.	55	Senior Vice President, Supply Chain
John W. (Bill) Theis, III	50	Senior Vice President, Quality
Bernie Panchot	57	Senior Vice President, Research and Development
Margaret M. Cannella	64	Director
Celeste A. Clark, Ph.D.	63	Director
Peter C. Dillingham	52	Director
Dean Hollis	56	Chairman of the Board
Stephen A. Kaplan	57	Director
Gary L. Perlin	65	Director
Matthew C. Wilson	41	Director

John N. Simons, Jr. John N. Simons, Jr. became our Chief Executive Officer, President and a member of our board of directors in October 2013. Prior to joining us, Mr. Simons led Fir Hill Ventures, LLC, a consulting firm founded by Mr. Simons that advises beef industry participants on developing domestic and international growth strategies, from December 2010 to October 2013. Prior to his leadership at Fir Hill Ventures, Mr. Simons served in a variety of leadership roles in agribusiness, food and consumer products at Gregory Mountain Products, Swift & Company, Inc., ConAgra Foods, Inc. and Cargill, Inc. Mr. Simons was President and Chief Executive Officer of Gregory Mountain Products from 2006 to 2009, President and Chief Executive Officer of Swift & Company, Inc. from 2002 to 2005 and President and Chief Operating Officer of ConAgra Foods' red meat division from 1999 to 2002. Prior to joining ConAgra Foods, Mr. Simons held a variety of general manager roles at Cargill, Inc. in the United States, Canada and Australia from 1991 to 1999. Mr. Simons previously served on the board of LiveNation Entertainment, Inc. from 2005 to 2007, where he chaired the compensation committee and served on its audit committee. Mr. Simons holds a Bachelor of Arts in Economics and Political Science from Stanford University and a Master of Business Administration from Harvard University.

Michael B. Sims. Michael B. Sims became our Chief Financial Officer in February 2012. Prior to joining us, Mr. Sims spent more than two decades in accounting, financial operations, investor relations and corporate development roles with Chiquita Brands International, Inc. From August 2009 to February 2012, Mr. Sims served as Senior Vice President and Chief Financial Officer of Chiquita. Prior to joining Chiquita in September 1988, Mr. Sims served as manager of financial reporting at Staley and in the audit department of Ernst & Young. Mr. Sims presently serves on the board of directors for the Dan Beard Council, Boy Scouts of America. Mr. Sims holds a Bachelor of Science degree in Accounting from Indiana University and successfully completed the Certified Public Accountant exam.

James L. Clough. James L. Clough became our President, Foodservice in July 2013. In this role, Mr. Clough is responsible for developing the business strategy, and leading the sales, marketing and finance functions, for our foodservice business. Prior to joining us, Mr. Clough served as President, Foodservice at Schwan's Food Service Inc. from June 2010 to July 2013. Prior to joining Schwan's Food, Mr. Clough was President of Fresh Start Bakeries from January 2008 to October 2010. Mr. Clough has also served in senior leadership positions at Bunge Foods Group, Heinz Foodservice and ConAgra Foods. Mr. Clough presently serves on the board of directors for Kwik Trip, Inc. and is

also the chairman of the audit committee. He also serves on the board of the School Nutrition Foundation. Mr. Clough previously served on the board of directors of the International Foodservice Manufacturers Association and the Global Child Nutrition Foundation. Mr. Clough received his Bachelor of Science degree in Industrial Management from the University of Akron and a Master's degree in Liberal Arts from Baker University. Mr. Clough is also accredited by the School Nutrition Association as a School Nutrition Specialist.

Steven D. Booker. Steven D. Booker became our President, Retail in November 2015. Prior to joining us, Mr. Booker served as Senior Vice President, Customer Development at ConAgra Foods from June 2014 to November 2015. In this role, Mr. Booker led the customer development team, which spanned ConAgra Foods' branded and private label businesses and was focused on the successful execution of business initiatives with U.S. retailers. Prior to this role, Mr. Booker served as Senior Vice President, Private Brand Sales from February 2013 to June 2014 at ConAgra Foods. In this role, Mr. Booker led the customer-facing integration of Ralcorp Holdings, Inc. following ConAgra Foods' acquisition of the private brands business. From June 2010 to February 2013, Mr. Booker served as Vice President and General Manager, Frozen at ConAgra Foods. Prior to joining ConAgra Foods, Mr. Booker served as Vice President Sales, Laundry Care and Home Cleaning, at The Clorox Company, and also in field sales roles at Proctor & Gamble. Mr. Booker holds a Bachelor of Science degree in Business Administration with a concentration in Marketing from California Polytechnic State University at San Luis Obispo.

Tony Schroder. Tony Schroder became our President, Convenience in September 2010. In this role, Mr. Schroder oversees our convenience segment. Mr. Schroder joined us as a production supervisor in February 1991 and has served in various capacities prior to his current position. Mr. Schroder has served as our Senior Vice President of Sales and as a Group Vice President of Sales, Marketing and Product Development for the vending, convenience and warehouse retail divisions. Mr. Schroder has also worked within our other business segments in a variety of national and sales management positions. Mr. Schroder previously served on the board of directors of the National Automatic Merchandising Association (NAMA) and is a NAMA Certified Executive, a designation awarded to distinguished professionals in the field. Mr. Schroder holds a Bachelor of Arts degree in Business Management from Northern Kentucky University.

George F. Chappelle, Jr. George F. Chappelle, Jr. became our Senior Vice President, Supply Chain in January 2014. Prior to joining us, Mr. Chappelle served as Chief Operating Officer of Vi-Jon, Inc. from January 2013 to December 2013 and as Chief Operating Officer of Solo Cup Co. from October 2009 to September 2012. Prior to joining Solo Cup Co., Mr. Chappelle worked for H.J. Heinz Company and Sara Lee Corporation, most recently as Chief Supply Chain Officer for the North American Division of Sara Lee. Mr. Chappelle began his career with The Gillette Company. Mr. Chappelle holds a Bachelor of Science degree from Westfield State University and a Master of Science degree from Lesley University.

John W. (Bill) Theis, III. John W. (Bill) Theis, III became our Senior Vice President, Quality in June 2012. In this role, Mr. Theis oversees quality, food safety and regulatory compliance. Mr. Theis also oversees ongoing education of our employees in the areas of HACCP food safety and quality, Good Manufacturing Practices and Allergen Controls. Prior to joining us, Mr. Theis was a director of quality and technical services at The Wornick Company from 2009 to June 2012, responsible for the delivery of stable-shelf and frozen food products to the U.S. Department of Defense, foreign military and commercial customers. Mr. Theis began his career at The Procter & Gamble Company and spent more than 20 years in various roles in research and development, manufacturing and quality assurance. Mr. Theis holds a Bachelor of Science degree in Chemical Engineering from University of Cincinnati.

Bernie Panchot. Bernie Panchot became our Senior Vice President, Research and Development in August 2014. Ms. Panchot joined us as a Vice President, Research and Development in December 2008. Ms. Panchot brings over 35 years of food industry experience to us. Prior to joining us,

Ms. Panchot served in a variety of positions with Koch Foods, Sara Lee Corporation, Lamb Weston and ConAgra Foods. Ms. Panchot previously served on the board of directors for the Nutrition Council of Greater Cincinnati. Ms. Panchot holds a Bachelor of Science degree in Food Science and Technology from Oregon State University.

Margaret M. Cannella. Margaret M. Cannella has served as our director since 2008. Ms. Cannella currently serves as an Adjunct Professor in the Heilbrunn Center for Value Investing at Columbia Business School, teaching courses in leveraged financing and credit markets. In 2009, after 30 years in investment banking in the U.S., Europe and Asia, Ms. Cannella retired from JPMorgan Chase & Co. as Managing Director and Head of Global Credit Research. Ms. Cannella previously served as Head of U.S. Equity and Credit Research at JPMorgan. In these roles, Ms. Cannella was a member of the operating committee for global markets, chaired JPMorgan's capital market strategy function and represented JPMorgan on regulatory and self-regulatory bodies. Prior to joining JPMorgan in 1998, Ms. Cannella was a Managing Director at Citigroup Inc., ultimately responsible for Global Research. Ms. Cannella presently serves on the board of directors of Watford Re Ltd., an affiliate of Arch Capital Group Ltd., where she chairs the investment committee. Ms. Cannella also serves as an independent trustee of the Schroder Funds, where she is a member of the audit committee. Ms. Cannella has previously served on the board of directors of Avolon Aircraft Holdings, Inc., where she chaired the nominations and corporate governance committee, and as a member of the Wilshire Mutual Funds, where she chaired the investment committee. Ms. Cannella holds an undergraduate degree from Princeton University in East Asian Studies and an M.B.A. degree in Finance from Columbia Business School.

Celeste A. Clark, Ph.D. Celeste A. Clark, Ph.D. has served as our director since February 2016. Dr. Clark served as the Senior Vice President of Global Public Policy and External Relations for Kellogg Company, and was a member of Kellogg's global executive leadership team. Dr. Clark also served as Kellogg's Chief Sustainability Officer and President of the Kellogg Corporate Citizenship Fund, the company's philanthropic entity. Dr. Clark provided leadership for Kellogg's worldwide communications, nutrition science and regulatory programs, and corporate social responsibility functions. Dr. Clark presently serves on the board of directors of Mead Johnson Nutrition Company where she serves on the risk and compliance, and science and technology committees, and was also a member of the nominating and governance committee. Dr. Clark served as a director and member of the nominating and governance and compensation committees of Diamond Foods, Inc. She is a board member and chair of the nominating and governance committee of AAA-Michigan. She is also a Trustee of the W.K. Kellogg Foundation where she serves on the audit and board development committees. Dr. Clark is the principal of Abraham Clark Consulting, LLC and an adjunct professor at Michigan State University in the Department of Food Science and Human Nutrition. Dr. Clark is a member of several professional organizations including the American Society of Nutrition, National Academy of Nutrition and Dietetics, and The Links, Incorporated, and various local and civic organizations. Dr. Clark holds a bachelor's degree from Southern University, a master's degree from Iowa State University and a doctorate from Michigan State University.

Peter C. Dillingham. Peter C. Dillingham has served as our director since 2014. Mr. Dillingham was appointed to our board of directors by certain of our existing stockholders pursuant to our existing stockholders agreement, which will terminate automatically upon the consummation of this offering. Mr. Dillingham presently serves as President of A & P Holdings, LLC, a role he's held since October 2010. Mr. Dillingham is the former Chief Operating Officer of Advance Food Company and served in that role from March 2000 to September 2010. Mr. Dillingham also served as our Senior Vice President, Sales Operations from October 2010 to June 2013. Mr. Dillingham presently serves as Chairman of No Man's Land Foods, LLC and on the boards of REVx Technologies, Inc. and Denny Price YMCA. Mr. Dillingham also serves as President of Denny Price YMCA. Mr. Dillingham has previously served on the board of directors of Cherokee Strip Community Foundation, Loaves & Fishes

of Northwest Oklahoma and Leadership Oklahoma. Mr. Dillingham holds a Bachelor of Science degree in Petroleum Engineering from Colorado School of Mines.

Dean Hollis. Dean Hollis has served as our director since 2008. Mr. Hollis presently serves as a senior advisor for Oaktree. Prior to retiring in 2008, Mr. Hollis served as the President and Chief Operating Officer of the Consumer Foods Division of ConAgra Foods from December 2004 to July 2008. In that role, Mr. Hollis developed and executed a worldwide business transformation strategy, while overseeing the largest part of the ConAgra Foods portfolio. During Mr. Hollis' 21 years with ConAgra Foods, he held many executive level positions, including Executive Vice President, Retail Products; President, Grocery Foods; President, Frozen Foods; President, Specialty Foods; and President, Gilardi Foods. Mr. Hollis previously served on the board of directors of Diamond Foods, Inc., where he served on the audit and nominating and governance committees. Mr. Hollis also previously served on the board of directors of Boulder Brands, Inc., where he served as Chair of the board of directors and on the audit committee. Mr. Hollis also served on the board of directors of Landec Corporation, where he chaired the compensation committee. Dean has several privately held businesses and investments, ranging from transportation services, to specialized retail. Mr. Hollis is a graduate of Stetson University. Mr. Hollis also currently serves as Chair of the Board of Trustees of Brownell Talbot College Preparatory School.

Stephen A. Kaplan. Stephen A. Kaplan has served as our director since 2008. Mr. Kaplan is a Principal and the former head of Oaktree's Global Principal Group. He joined Oaktree in 1995, having previously served as a managing director of TCW and portfolio manager in the TCW Special Credits Group. Prior to joining TCW in 1993, Mr. Kaplan was a Partner with the law firm of Gibson, Dunn & Crutcher and responsible for that firm's East Coast bankruptcy and workout practice. As an attorney, Mr. Kaplan specialized in transactions involving the purchase and sale of companies undergoing financial restructurings. He presently serves on the boards of Oaktree Capital Group, LLC, Regal Entertainment Group and Townsquare Media, Inc. Mr. Kaplan previously served on the boards of Alliance HealthCare Services, Inc., Genco Shipping and Trading Ltd. and General Maritime Corporation. In addition, he currently serves on the boards of several private companies and nonprofit organizations, including the UCLA Jonsson Comprehensive Cancer Center Foundation and the New York University School of Law Foundation. Mr. Kaplan graduated with a B.S. degree in political science summa cum laude from the State University of New York at Stony Brook and a J.D. from the New York University School of Law.

Gary L. Perlin. Gary L. Perlin has served as our director since March 2016. Mr. Perlin is the retired Chief Financial Officer of Capital One Financial Corporation and served in that role from July 2003 to May 2013. Mr. Perlin also advised the U.S. Department of the Treasury as Special Government Employee from February 2014 to June 2014. Mr. Perlin currently serves on the board of directors of Abt Associates, Inc., where he serves as Chairman of the human capital and compensation committee. Mr. Perlin also currently serves on the boards of State Farm Mutual Automobile Insurance Company, where he chairs the audit committee, and State Farm Bank, FSB, where he chairs the credit committee. Mr. Perlin previously served on the board of directors of Avolon Holdings, Ltd., where he chaired the audit committee and risk committee. Mr. Perlin was educated at the Georgetown University School of Foreign Service with a degree in International Affairs, the London School of Economics with an M.Sc. in Economics, and earned an M.P.A., Economics and Public Policy, from Princeton University's Woodrow Wilson School of Public and International Affairs.

Matthew C. Wilson. Matthew C. Wilson has served as our director since 2008. Mr. Wilson is a Managing Director who has been with Oaktree since November 2007. He began serving as a Co-Portfolio Manager within the Global Principal Group since 2014, and maintains responsibility for the U.S. Global Principal team and all of its investment activities. Mr. Wilson leads Oaktree's investing efforts in the consumer sector where he is responsible for sourcing, analyzing and executing transactions as well as monitoring portfolio companies in the food and beverage, retail/restaurant and consumer products sectors. Mr. Wilson worked at H.I.G. Capital, LLC from 2003 to 2007, where he was a founding member

of Bayside Capital, Inc., a firm focused on special situations and credit-oriented investments. From 1999 to 2001, he worked at J.H. Whitney & Co., in its middle market buyout group. Mr. Wilson began his career in the Investment Banking division at Merrill Lynch & Co. where he worked from 1997 to 1999. He currently serves as Chairman of Agro Merchants Group, LLC and Quiksilver, Inc., and on the board of Glam Squad, Inc. Mr. Wilson previously served on the boards of Billabong International Ltd., Diamond Foods, Inc. and the Bridge Direct, Inc. He is also Chairman of the Board of Trustees of The Children's Bureau of Los Angeles. Mr. Wilson earned a B.A. degree with distinction in economics and history from the University of Virginia and an M.B.A. from the Harvard Business School.

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of eight directors. Upon completion of this offering, our amended and restated certificate of incorporation will provide for a classified board of directors, with two directors in Class I (expected to be Mr. Kaplan and Ms. Cannella), three directors in Class II (expected to be Mr. Dillingham, Mr. Simons and Mr. Hollis) and three directors in Class III (expected to be Dr. Clark, Mr. Wilson and Mr. Perlin). Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that the number of directors in each class is nearly equal as possible. See "Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Classified Board of Directors." In addition, we intend to enter into a new stockholders agreement with our principal stockholders in connection with this offering. This agreement will grant Oaktree the right to designate nominees to our board of directors, subject to the maintenance of specified ownership requirements. See "Certain Relationships and Related Party Transactions—Stockholders Agreement."

Under our amended and restated certificate of incorporation, our board of directors will consist of no fewer than five and no more than eleven directors, with the exact number of directors determined from time to time by resolution of our board of directors. Subject to the rights granted to one or more series of preferred stock then outstanding or the rights granted under the stockholders agreement with our principal stockholders, any newly created directorship or vacancies on our board of directors will be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum, by a sole remaining director or by the stockholders; provided, however, at any time when Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, any newly created directorship on our board of directors that results from an increase in the number of directors and any vacancy occurring in our board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by stockholders). Each director will hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal.

We expect our board of directors to determine that Ms. Cannella, Dr. Clark, Mr. Hollis and Mr. Perlin are independent as defined in the federal securities laws and the NYSE rules.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, our board of directors focused primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others: (1) Mr. Simons,

our Chief Executive Officer and President, has extensive experience in the food industry through his leadership positions with agribusiness, food and consumer products companies; (2) Mr. Kaplan and Mr. Wilson have significant financial, investment and operational experience from their involvement in Oaktree's investments in numerous portfolio companies and have played active roles in overseeing those businesses; (3) Ms. Cannella has extensive capital markets knowledge and significant financial and business experience; (4) Dr. Clark has extensive experience with board governance, compliance and risk management, nutritional science and regulatory affairs; (5) Mr. Dillingham has significant experience in the food industry; (6) Mr. Hollis has significant executive level experience in the food industry and extensive experience with public companies; and (7) Mr. Perlin has significant financial, business and public company experience. Our board of directors also considered how Mr. Simons' role as our Chief Executive Officer and President would provide valuable information about the status of our day-to-day operations and bring a management perspective to the deliberations of our board of directors.

Our board of directors will be led by Mr. Hollis, our Non-Executive Chairman. The Chief Executive Officer position is separate from the Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time.

Our board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents our board of directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for our board of directors all areas of risk and the appropriate mitigating factors. In addition, our board of directors receives periodic detailed operating performance reviews from management.

After the completion of this offering, our principal stockholders will continue to beneficially own more than 50% of our common stock and voting power. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE.

Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (3) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. Following this offering, we intend to utilize these exemptions. As a result, following this offering, we may not have a majority of independent directors on our board of directors (although we expect our board of directors to determine that Ms. Cannella, Dr. Clark, Mr. Hollis and Mr. Perlin qualify as independent directors under the corporate governance standards of the NYSE); and we will not have a nominating and corporate governance committee or a compensation committee that is composed entirely of independent directors. In addition, our nominating and corporate governance committee and our compensation committee will not be subject to annual performance evaluations. Accordingly, you

will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. In the event that we cease to be a "controlled company," we will be required to comply with these provisions within the transition periods specified in the corporate governance rules of the NYSE.

After the completion of this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Our Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the controlling interests held by our principal stockholders.

The members of our Audit Committee are Ms. Cannella and Mr. Wilson. Upon the completion of this offering, we expect to have an Audit Committee consisting of Ms. Cannella (Chairman), Dr. Clark, Mr. Perlin and Mr. Wilson. We expect our board of directors to determine that Dr. Clark, Mr. Perlin and Ms. Cannella qualify as independent directors under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3 of the Exchange Act. We expect Mr. Wilson to resign from the Audit Committee within one year of the completion of this offering so that all of our Audit Committee members will be independent as such term is defined in Rule 10A-3(b)(i) under the Exchange Act and under the NYSE. Our board of directors has determined that each member of our Audit Committee qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K.

The purpose of the Audit Committee will be to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm.

Upon the completion of this offering, our board of directors will adopt a new written charter for the Audit Committee, which will be available on our website. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

The members of our Compensation Committee are Mr. Hollis and Mr. Wilson. Upon the completion of this offering, we expect to have a Compensation Committee, consisting of Mr. Perlin (Chairman), Mr. Dillingham, Mr. Hollis and Mr. Wilson.

The purpose of the Compensation Committee is to assist our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our board of directors will adopt a written charter for the Compensation Committee which will be available on our website upon completion of this offering. The information contained on or accessible

through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

Upon the completion of this offering, we expect to have a Nominating and Corporate Governance Committee consisting of Dr. Clark (Chairman), Ms. Cannella, Mr. Dillingham and Mr. Hollis. The purpose of our Nominating and Corporate Governance Committee will be to assist our board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board members, consistent with criteria approved by our board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that our board of directors select, the director nominees for the next annual meeting of stockholders, (3) identifying board members qualified to fill vacancies on any board committee and recommending that our board of directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to our board of directors corporate governance guidelines applicable to us, (5) overseeing the evaluation of our board of directors and management and (6) handling such other matters that are specifically delegated to the committee by our board of directors from time to time.

Our board of directors will adopt a written charter for the Nominating and Corporate Governance Committee which will be available on our website upon completion of this offering. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Upon the completion of this offering, our board of directors will adopt a code of business conduct and ethics that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers. The code of business conduct and ethics will be available on our website. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.

Our compensation program for our executive officers (including our "named executive officers" identified in the Summary Compensation table on page 102 hereof) is designed to (1) attract and retain top talent; (2) motivate and reward the performance of senior executives in support of achievement of strategic, financial, and operating performance objectives; and (3) align our executives' interests with our investors. In order to achieve these goals, we target total direct compensation (which consists of base salary, target annual cash incentive compensation and target long-term equity incentive awards) for our executive officers at the 50^th percentile of our identified peer group of companies, as discussed below. In doing so, we weight overall total direct compensation towards longer term incentives which aligns our executives' compensation with our investors' interests. To encourage pay for performance, we place a meaningful emphasis on variable versus fixed pay for our executive officers through the grant of long-term equity based compensation. This provides our executive officers a reward for achieving exceptional business results, while encouraging our executives to think and act like owners aligned with stockholders.

Our Compensation Committee has overall responsibility for determining the compensation of our executive officers. Members of our Compensation Committee are appointed by our board of directors. Currently Mr. Hollis and Mr. Wilson are members of our Compensation Committee. Upon the completion of this offering, we expect to have a Compensation Committee consisting of Mr. Perlin (Chairman), Mr. Dillingham, Mr. Hollis and Mr. Wilson, each of whom will qualify as an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). See the section entitled "Management—Board Committees—Compensation Committee."

Our Compensation Committee has the authority to engage the services of outside consultants to assist it in making decisions regarding the establishment of our compensation programs and philosophy. Our Compensation Committee has retained Board Advisory as its compensation consultant to advise it in matters related to executive officers, including the design of our executive compensation program following this offering.

For executive officers other than our Chief Executive Officer, our Compensation Committee seeks and considers input from our Chief Executive Officer regarding such executive officers' responsibilities, performance and compensation. Specifically, our Chief Executive Officer recommends base salaries and equity award levels that are used in our compensation program, and advises our Compensation Committee regarding the compensation program's ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our Chief Executive Officer believes are qualitatively commensurate with an executive officer's individual qualifications, experience, responsibility level, functional role, knowledge, skills, and individual performance, as well as our performance. Our Compensation Committee considers our Chief Executive Officer's recommendations, but may adjust up or down as it determines in its discretion, and approves the specific compensation for all the executive officers. Our Compensation Committee also relies on the experience of its members in determining and approving the specific compensation amounts. All such compensation determinations are largely discretionary.

In general, we target total direct compensation for our executive officers as approximately 30% toward base salary; 20% toward annual performance bonus compensation and 50% toward long-term equity compensation awards. We believe this creates an appropriate allocation of short-term and long-term incentives to ensure executive officers are properly balancing the need for consistent annual performance with the need for consistent performance over a multiple year horizon. In addition, this allocation of compensation is intended to ensure that our executive officers share in both downside risk and upside opportunity based on our performance.

Base salaries are intended to compensate our named executive officers and all other salaried employees for their basic services performed for us on an annual basis. In setting base salaries, we take into account the employee's experience, the functions and responsibilities of the positions, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factor relevant to that particular job. We generally aim to pay at the 50^th percentile of our peer group for each position, but do not confine ourselves to this practice if other factors, such as experience, warrant a lower or higher base salary. Base salaries may be adjusted from time to time based on named executive performance or changes in job responsibilities, or may be supplemented by increased annual bonus or long-term incentive compensation opportunities as determined appropriate by our Compensation Committee. Our Chief Executive Officer recommends to our Compensation Committee the base salaries for his direct reports. Our Chief Executive Officer's base salary is set by our Compensation Committee, and is approved by our board of directors.

APF maintains four incentive-based compensation plans designed to provide "pay for performance" for our employees: the Management Incentive Plan, the Sales Incentive Plan, the Gainsharing Plan and the Profit Sharing Plan, as further described in the table below:

Payouts under each of the incentive compensation plans listed above are based on fiscal (calendar) year performance, and are scheduled to be made in February of each year for the prior fiscal year. Employees must remain on the payroll until the respective plan payment dates to remain eligible for a payout. New hires in January or February are eligible for full 12 months of bonus consideration; associates hired between March 1 and September 30 are eligible for a pro-rated bonus in that fiscal year; associates hired between October 1 and December 31 are not eligible for bonus participation until the following full fiscal year. If funded, awards for the Management Incentive Plan, the Gainsharing Plan and the Profit Sharing Plan are based 75% on financial performance and 25% on individual performance.

All of our named executive officers participate in the Management Incentive Plan. We pay cash incentives to our named executive officers each February for performance during the prior year. Our Compensation Committee evaluates these executives' achievement of specific performance goals with strong emphasis on their contributions to overall company performance in addition to their individual business or function. Bonus amounts are determined based on our Compensation Committee's assessment of a number of quantitative and qualitative factors. The target performance levels of the incentive plan performance metrics are challenging but achievable with strong performance, whereas the maximum performance levels represent stretch goals.

Our 2009 Omnibus Equity Incentive Plan (our "2009 Plan") allows for the following types of equity awards: stock options, share appreciation rights, restricted shares, deferred shares (or restricted share units), performance shares and other share-based awards. Our employees, directors and consultants constitute eligible participants under the terms of our 2009 Plan. Under our 2009 Plan, we provide our employees, directors and consultants with equity compensation in the form of restricted stock awards to further align our executives' interests with those of our stockholders. Going forward, we intend that the value of our annual long-term equity compensation awards will comprise 50% stock options and 50% restricted share units, although this allocation may be adjusted to reflect peer company practices and the potential introduction of performance share awards.

Our Compensation Committee considers it in the best interests of our stockholders to encourage the continued attention and dedication of our senior executive officers to their assigned duties without distraction in the event of a change in control. Therefore, in the event of a "Change in Control" of the company, the vesting of a portion of restricted stock grants under our 2009 Plan will accelerate and such grants will become immediately vested pursuant to the award agreements thereunder. See "Potential Payments Upon Termination or Change in Control" below for additional information.

For purposes of designing and setting compensation levels for our executive officers, our Compensation Committee, with the advice of its retained consultant, has designated a peer group of companies for comparison purposes. While our Compensation Committee intends to regularly review and make adjustments to this peer group of companies, the initial peer group for purposes of designing our executive compensation program comprises the following companies: B&G Foods; Flowers Foods; J & J Snack Foods; Lancaster Colony; Pinnacle Foods; Post Holdings; Sanderson Farms; Snyder's-Lance and TreeHouse Foods. These companies represent competitive peers with last-fiscal year revenues ranging from approximately $950 million to $4.7 billion, with market capitalizations ranging from $1.8 billion to $5.1 billion.

For the reasons stated in "Equity Compensation under our 2009 Omnibus Equity Incentive Plan," we provide all of our named executive officers with post-termination severance payments in the event of either termination by us without "Cause" or termination by an executive under limited circumstances in connection with a change in control. As further described under "Events After Fiscal Year End," we are also in the process of adopting the AdvancePierre Foods, Inc. 2016 Executive Severance Plan (the "severance plan"), a cash severance plan pursuant to which each of our executive officers would be entitled to cash severance and Company-Paid COBRA Coverage upon a qualifying termination. Under the severance plan, each of our executive officers is entitled to the better of cash severance which may be payable to them under their employment agreements with APF or the following multiples of base salary and the two-year average of prior years' bonuses: two times for our Chief Executive Officer, one and a half times for our Chief Financial Officer and one times for other executive officers. See also "Employment Agreements" and "Other Change of Control and Severance Agreements" for additional information.

We provide various other benefits and compensation-related programs to our named executive officers and other employees, which allow us to provide a full and comprehensive compensation package. This full package of compensation elements is important to our objectives to attract, retain and incent high-quality employees. The elements of our compensation program not otherwise discussed above are:

In establishing and providing the plans noted above, we use outside benefits consultants for 401(k), medical, dental and other employee benefits plan design. Each of the outside consultants provides advice not less than annually about the plan designs for similar manufacturing companies across the United States. As with other elements of compensation, we strive to provide competitive benefits to attract high quality executives. We believe that the benefits noted in this section generally are competitive with all similarly situated manufacturers and competitors with exceptions made where we believe necessary based on the communities where we are located.

In the interest of good corporate governance and to further align the long-term interests of our executives with our investors, our Compensation Committee, with the advice of its consultant, is in the process of adopting guidelines setting forth target stock ownership levels of six times total annual cash compensation for our Chief Executive Officer, three times total annual cash compensation for our Chief Financial Officer and one times total annual compensation for our other officers. Our executive

officers have five years within which to achieve the guidelines, although the guidelines have been achieved by all of our executive officers as of this offering.

The following table summarizes the compensation of our named executive officers for the fiscal year ended January 2, 2016 to the extent they served as executive officers in such year.

(1): Mr. Lavan separated from service effective October 8, 2015. See "Potential Payments Upon Termination or Change in Control—Thomas Lavan Separation" for additional information.
(2): Bonuses accrued in connection with performance during fiscal 2015 were paid in February 2016, except for Messrs. Schroder and Lavan, each of whom received a supplemental bonus in the amount of $100,000 in August 2015. See "Employment Agreements" below for additional information.
(3): The amounts included in this column represent the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, which on January 23, 2015, August 14, 2015 and October 29, 2015 were $1.52 per share, $5.58 per share and $5.58 per share, respectively. For each named executive officer, the amounts included in this column comprise restricted stock that vests as to one-third of the underlying shares on each of the first three anniversaries of the grant date, subject to the named executive officer's continued employment or service through each applicable vesting date. The valuation assumptions used in calculating the grant date fair value of this restricted stock is set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation."
(4): For Mr. Simons, this amount comprises relocation expenses pursuant to his employment agreement ($87,784), an income tax gross-up payment in connection with such relocation expenses pursuant to Mr. Simons' employment agreement and an action of our Compensation Committee ($80,000), charges incurred in connection with Mr. Simons' personal use of a Delta Private Jets Card for two one-way trips (the amount shown is the total expense for two personal one-way trips, the charges for which were incurred and billed to us on an all-inclusive basis as a function of jet category and flight duration) ($53,500), 401(k) plan company match ($10,600), non-private airfare charges incurred for personal trips ($8,593), hotel expenses ($2,558), and miscellaneous perquisites and personal benefits that do not exceed the greater of $25,000 or 10% of the total amount of Mr. Simons' perquisites and personal benefits (comprising life insurance premiums, parking and ground transportation, meals, and telecommunications costs) (collectively, $2,166). For Mr. Sims,

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2015

John N. Simons, Jr. (Chief Executive Officer). APF entered into an employment agreement with Mr. Simons effective as of September 30, 2013. Pursuant to his employment agreement, Mr. Simons is entitled to a base salary of $550,000 and an annual bonus ranging from 0% to 200% of his base salary, with the board of directors historically setting the target amount at 100% of base salary, determined according to overall company EBITDA. Mr. Simons received an equity award in connection with entry into his employment agreement and became eligible to participate in our 401(k) plan, health insurance, short-term and long-term disability insurance, life insurance and other employee benefit plans with the terms and conditions of those plans, as may be amended from time to time. Mr. Simons' employment agreement contains benefits to be paid in the event of resignation for "Good Reason" (as defined below) or termination by APF for reasons other than "Cause" (as defined below), death or disability. Under such circumstances and contingent upon Mr. Simons signing and not revoking a comprehensive release of claims substantially in a form provided by APF, Mr. Simons would receive: (1) a severance payment equal to 1.5 times his then-current base salary; plus (2) 1.5 times the average of the two annual bonuses paid to him with respect to the immediately preceding two years (or, if such termination occurs after the first complete year but before the second complete year following his commencement of employment, 1.5 times the average of the actual bonus paid with respect to the first full fiscal year commencing with his employment and the bonus that would have been paid for the then-current fiscal year had performance been met at the 100% achievement level); plus (3) COBRA continuation coverage until the earlier of (a) 18 months following the date of his termination of employment or (b) the date on which he obtains other medical plan coverage, whether from another employer or elsewhere. Also under the terms of Mr. Simons' employment agreement, upon the occurrence of any "Change in Control" (as defined below), his outstanding equity, annual bonus and long-term incentive awards will immediately vest (and not be subject to forfeiture for any reason) in a manner to enable him to fully participate in such Change in Control transaction and, to the extent any vested options granted on or after the effective date of his employment agreement survive such Change in Control, will remain vested and exercisable in accordance with their original terms (including in connection with a termination of his employment with APF).

Michael B. Sims (Chief Financial Officer). APF entered into an employment agreement with Mr. Sims on February 2, 2012. Pursuant to his employment agreement, Mr. Sims is entitled to a base salary of $400,000, which APF increased to $420,000 in 2014, and an annual bonus ranging from 0% to 100% of his base salary, with a target of 50%, determined according to performance targets established by us. Mr. Sims received an equity award in connection with entry into his employment agreement and became eligible to participate in our 401(k) plan, health insurance, short-term and long-term disability insurance, life insurance and other employee benefit plans with the terms and conditions of those plans, as may be amended from time to time. Mr. Sims' employment agreement contains benefits to be paid in connection with his termination (1) by APF for any reason other than "Cause" or by disability that continues for greater than 6 months; or (2) by him within 3 months following a "Change in Control" as a result of (a) a material reduction in his then-current base salary or bonus level; (b) a change in office location requiring a relocation from the state of Ohio or in excess of 100 miles; (c) a change resulting in the material diminution of his then-current job description and responsibilities; or (d) a material change in reporting relationship (in each case, provided he adhere to certain notice requirements). Under such circumstances and contingent upon Mr. Sims signing and not revoking a comprehensive release of claims substantially in a form provided by us, Mr. Sims would receive salary continuation payments for 12 months (which payments would reduce any severance due to him under any other company severance plan, program or arrangement).

George F. Chappelle, Jr. (Senior Vice President, Supply Chain). APF entered into an employment agreement with Mr. Chappelle on December 24, 2013. Pursuant to his employment agreement, Mr. Chappelle is entitled to a base salary of $425,000 and an annual bonus ranging from 0% to 100% of his base salary, with a target of 50%, determined according to performance targets established by us. Mr. Chappelle received an equity award in connection with entry into his employment agreement and

became eligible to participate in our 401(k) plan, health insurance, short-term and long-term disability insurance, life insurance and other employee benefit plans with the terms and conditions of those plans, as may be amended from time to time. Mr. Chappelle's employment agreement contains benefits to be paid in connection with his termination (1) by APF for any reason other than "Cause" or by disability that continues for greater than 6 months; or (2) by him within 3 months following a "Change in Control" as a result of (a) a material reduction in his then-current base salary or bonus level; (b) a change resulting in the material diminution of his then-current job description and responsibilities; or (c) a material change in reporting relationship (in each case, provided he adhere to certain notice requirements). Under such circumstances and contingent upon Mr. Chappelle's signing and not revoking a comprehensive release of claims substantially in a form provided by us, Mr. Chappelle would receive salary continuation payments for 12 months (which payments would reduce any severance due to him under any other company severance plan, program or arrangement).

James L. Clough (President, Foodservice). APF entered into an employment agreement with Mr. Clough effective as of June 18, 2013. Pursuant to his employment agreement, Mr. Clough is entitled to a base salary of $385,000 and an annual bonus ranging from 0% to 100% of his base salary, with a target of 50%, determined according to performance targets established by us. Mr. Clough received an equity award in connection with entry into his employment agreement and became eligible to participate in our 401(k) plan, health insurance, short-term and long-term disability insurance, life insurance and other employee benefit plans with the terms and conditions of those plans, as may be amended from time to time. Mr. Clough's employment agreement contains benefits to be paid in connection with his termination (1) by APF for any reason other than "Cause" or by disability that continues for greater than 6 months; or (2) by him within 3 months following a "Change in Control" as a result of (a) a material reduction in his then-current base salary or bonus level; or (b) a change resulting in the material diminution of his then-current job description and responsibilities (in each case, provided he adhere to certain notice requirements). Under such circumstances and contingent upon Mr. Clough's signing and not revoking a comprehensive release of claims substantially in a form provided by us, Mr. Clough would receive salary continuation payments for 12 months (which payments would reduce any severance due to him under any other company severance plan, program or arrangement).

APF entered into a Relocation Repayment Agreement with Mr. Clough effective as of October 14, 2014. Pursuant to the agreement, APF loaned Mr. Clough $100,000 to facilitate his physical relocation on short notice in furtherance of his service to APF. The Relocation Repayment Agreement contained a loan forgiveness feature in the event Mr. Clough remained with APF for a minimum of three years and a partial payment acceleration feature in the event of certain company liquidity transactions. The Relocation Repayment Agreement remained in effect as of January 2, 2016 but was subsequently terminated in connection with an amendment to Mr. Clough's employment agreement, as further described under "Events After Fiscal End."

Tony Schroder (President, Convenience). APF entered into an employment agreement with Mr. Schroder effective as of March 9, 2015. Pursuant to his employment agreement, Mr. Schroder is entitled to a base salary of $250,000 and participation in the Management Incentive Plan with an annual target of 50% of his base salary. Mr. Schroder's employment agreement contains benefits to be paid in connection with his termination (1) by APF for any reason other than "Cause" or by disability that continues for greater than 6 months; or (2) by him within 3 months following a "Change in Control" as a result of (a) a material reduction in his then-current base salary or bonus level; (b) a change resulting in the material diminution of his then-current job description and responsibilities; (c) a material change in reporting relationship; or (d) a relocation of his office more than 50 miles from his then-current office that requires relocation of his then-current home (in each case, provided he adhere to certain notice requirements). Under such circumstances and contingent upon Mr. Schroder's signing and not revoking a comprehensive release of claims substantially in a form provided by us,

Mr. Schroder would receive salary continuation payments for 12 months (which payments would reduce any severance due to him under any other company severance plan, program or arrangement).

Thomas Lavan (President, Retail). APF entered into an employment agreement with Mr. Lavan effective as of November 4, 2013. Pursuant to his employment agreement, Mr. Lavan was entitled to a base salary of $275,000 and an annual bonus ranging from 0% to 100% of his base salary, with a target of 50%, determined according to performance targets established by us. Mr. Lavan received an equity award in connection with entry into his employment agreement and became eligible to participate in our 401(k) plan, health insurance, short-term and long-term disability insurance, life insurance and other employee benefit plans with the terms and conditions of those plans as may be amended from time to time. Mr. Lavan's employment agreement contained benefits to be paid in connection with his termination (1) by APF for any reason other than "Cause" or by disability that continues for greater than 6 months; or (2) by him within 3 months following a "Change in Control" as a result of (a) a material reduction in his then-current base salary or bonus level; (b) a change resulting in the material diminution of his then-current job description and responsibilities; or (c) a material change in reporting relationship (in each case, provided he adhere to certain notice requirements). Under such circumstances and contingent upon Mr. Lavan's signing and not revoking a comprehensive release of claims substantially in a form provided by us, Mr. Lavan would receive salary continuation payments for 12 months (which payments would reduce any severance due to him under any other company severance plan, program or arrangement). Mr. Lavan experienced a separation from service on October 8, 2015 that enabled him to receive the separation benefits described in this paragraph. See "Potential Payments Upon Termination or Change in Control—Thomas Lavan Separation" for additional information.

For purposes of each of the above employment agreements (excluding Mr. Simons' employment agreement),

Our current approach to severance is as follows: salaried employees who are involuntarily terminated for reasons other than cause will receive the following benefits: (1) salary continuation for a defined severance period (the "Severance Period") based on the employee's position with us; (2) continuation of medical and dental benefits for two months at no cost to the employee; and

(3) career transition / outplacement services for the Severance Period. Severance Periods are calculated as follows:

A select group of employees participates in APF's Special Enhanced Severance Plan (the "Enhanced Severance Plan"). The Enhanced Severance Plan provides benefits to participants who, within 26 weeks following a Change in Control (as defined below), either APF terminates for reasons other than "Cause" (as defined below) or who resign as the result of the occurrence of any of the following events without the participant's consent: (1) a material reduction in the participant's base salary or bonus level; (2) a material reduction in the participant's responsibilities; (3) a material adverse change in reporting relationship; or (4) a relocation of Participant's workplace more than 50 miles from the current location; provided that participant notifies APF in writing no more than 60 days following any such event, that such event has not been cured by APF within 30 days thereafter, and that the participant signs and timely returns, and does not revoke, a Confidential Separation Agreement and General Release of Claims form in a form provided by APF. None of our named executive officers participate in the Enhanced Severance Plan. The Enhanced Severance Plan's benefits are as follows:

We are in the process of adopting the 2016 Executive Severance Plan (the "Executive Severance Plan") for our Chief Executive Officer, Chief Financial Offer and other executive officers, as further described under "Events After Fiscal Year End."

The following table presents, for each of the named executive officers, information concerning each grant of an equity award made during the fiscal year ended January 2, 2016. This information supplements the information about these awards set forth in the Summary Compensation Table.

The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of the end of the fiscal year ended January 2, 2016.

				Stock Awards

Name	Note			Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, or Units or Other Rights That have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That have Not Vested(7)
John N. Simons, Jr.		(1	)		—		—		287,643	$	6,040,503
		(2	)		—		—		49,313	$	1,035,573
		(3	)		—		—		49,313	$	1,035,573
Michael B. Sims		(1	)		—		—		49,313	$	1,035,573
		(2	)		—		—		24,657	$	517,797
George F. Chappelle, Jr.		(4	)		—		—		123,282	$	2,588,922
		(5	)		—		—		49,313	$	1,035,573
		(2	)		—		—		36,985	$	776,685
James L. Clough		(1	)		—		—		147,939	$	3,106,719
		(2	)		—		—		36,985	$	776,685
Tony Schroder		(1	)		—		—		32,842	$	689,682
Thomas Lavan(6)					—		—		—	$	—

(1): Restricted stock awards granted on November 11, 2013. These awards vest one third of the underlying shares on each of November 11, 2014, November 11, 2015 and November 11, 2016.
(2): Restricted stock awards granted on August 14, 2015. These awards vest one third of the underlying shares on each of August 14, 2016, August 14, 2017 and August 14, 2018.
(3): Restricted stock awards granted on October 29, 2015. These awards vest one third of the underlying shares on each of October 29, 2016, October 29, 2017 and October 29, 2018.
(4): Restricted stock award granted on December 23, 2013. This award vests one third of the underlying shares on each of December 23, 2014, December 23, 2015 and December 23, 2016.
(5): Restricted stock award granted on September 10, 2014. This award vests one third of the underlying shares on each of September 10, 2015, September 10, 2016 and September 10, 2017.
(6): Mr. Lavan separated from service effective October 8, 2015. All unvested restricted stock Mr. Lavan held as of October 8, 2015 was forfeited. See "Potential Payments Upon Termination or Change in Control—Thomas Lavan Separation" for additional information.
(7): The market price for our common stock is based on the initial public offering price of $21.00 per share.

The following table presents, for each of the named executive officers, the number of shares of our common stock (1) acquired upon the exercises of stock options and (2) the restrictions on which lapsed, respectively, during the fiscal year ended January 2, 2016 and the aggregate value realized upon the exercises or vesting thereof. We have no outstanding stock options.

Our named executive officers received awards under the Management Incentive Plan. See "Compensation Discussion and Analysis—Cash Incentive Compensation" and column (d) of the Summary Compensation Table for additional information.

None of our named executive officers have received nonqualified deferred compensation from us or our subsidiaries or affiliates at any time.

None of our named executive officers are currently in a defined benefit plan sponsored by us or our subsidiaries or affiliates.

On March 24, 2016, Mr. Clough and APF entered into an amendment to Mr. Clough's employment agreement. The amendment terminated the Relocation Repayment Agreement described in "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2015—Employment Agreements" above. In consideration of such termination, the amendment contains a comparable contingent payment feature stating that if Mr. Clough voluntarily terminates employment with APF prior to the three year anniversary of the original loan, or is terminated for Cause (as defined in his employment agreement) prior to such date, Mr. Clough will pay APF $100,000. The amendment contains a partial acceleration feature comparable to that within the Relocation Repayment Agreement.

We are in the process of adopting the 2016 Executive Severance Plan (the "Executive Severance Plan") for our Chief Executive Officer, Chief Financial Offer and certain other officers. The Executive Severance Plan is intended to provide benefits to our Chief Executive Officer, Chief Financial Officer and certain other officers who experience a termination of employment without Cause (as defined below) by APF or an Eligible Executive's resignation for Good Reason (as defined below) and who do not receive superior benefits in their individual employment agreements.

Mr. Lavan separated from service on October 8, 2015. Pursuant to his separation agreement, Mr. Lavan received or will receive $473,459 in cash and non-cash consideration, comprising (1) $275,000 in salary continuation payments, payable in equal installments on regular company payroll dates commencing on the first regularly scheduled payroll date following October 8, 2015; (2) debt forgiveness in the amount of $92,273 pertaining to two promissory notes Mr. Lavan and APF executed in connection with two elections Mr. Lavan made under Section 83(b) of the Code; (3) a $100,000 payment in consideration for Mr. Lavan's Management Incentive Plan award for 2015, to be paid concurrent with the final payment of his salary continuation provided he has continued to meet all obligations under the terms of his separation agreement as of such time; (4) $1,833 corresponding to eight weeks of COBRA continuation coverage beginning on October 8, 2015; (5) $853 corresponding to his earned but unused vacation accrual as of the date of his separation from service; and (6) $3,500 corresponding to three months of career transition services, which commenced by November 7, 2015. In exchange for the consideration stated above, Mr. Lavan (1) acknowledged his continuing obligations under his previously executed Confidentiality Agreement; (2) entered into a one-year non-competition obligation; and (3) entered into a one-year non-interference obligation. Also in connection with his

separation, we repurchased 172,596 shares of company stock (the "repurchased shares") from Mr. Lavan at a repurchase price of $5.58 per share, for a gross payment of $962,500, of which $89,884 was used to repay outstanding obligations pursuant to the two promissory notes described above, resulting in a net payment of $872,616. The repurchased shares comprise the first two-thirds to vest of a grant of 172,596 shares of restricted stock awarded to Mr. Lavan on November 4, 2013 (the remaining, unvested one-third to be forfeited for no consideration) plus the first one-third to vest of a grant of 172,596 shares of restricted stock awarded to Mr. Lavan on April 23, 2014 (the remaining, unvested two-thirds to be forfeited for no consideration).

The following table provides potential payments that may be made to each named executive officer upon termination and/or a change in control as defined and pursuant to each executive's executive employment letter. In order to receive severance benefits under their respective employment agreements, each of our named executive officers must sign and timely return, and not revoke, a comprehensive release of claims and demonstrate continued compliance with the confidentiality, non-compete, non-solicitation and/or non-interference provisions of his employment agreement, as applicable. None of our named executive officers participate in the Enhanced Severance Plan. The amounts shown in the table below assume that the executive was terminated on January 2, 2016 and that the effective date of the change in control was January 2, 2016, and do not include amounts (if any) in which the named executive officer had already vested as of January 2, 2016, or potential benefits from the Executive Severance Plan, which was not in effect as of January 2, 2016. The amounts shown below are hypothetical payments calculated using the assumptions required under applicable regulations, and do not represent actual payments to any named executive officer. The actual compensation to be paid can only be determined at the time of a named executive officer's termination of employment or upon a change in control, as applicable.

"Change in Control" under our 2009 Plan, the vesting of Mr. Simons' restricted stock grants would accelerate and such grants would become immediately vested in full. For purposes of Mr. Simons' awards agreements under our 2009 Plan, a "Change in Control" means the sale or other transfer of us to an Independent Third Party (as defined below) or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of Independent Third Parties pursuant to which such party or parties acquire (1) capital stock of us possessing the voting power under normal circumstances (without regard to the occurrence of any contingency) to elect a majority of our board of directors (whether by merger, consolidation or sale or transfer of our capital stock) or (2) all or substantially all of our assets determined on a consolidated basis. "Independent Third Party" means any person or entity who, immediately prior to the contemplated transaction, does not own in excess of 5% of the common stock on a fully-diluted basis (a "5% Owner"), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other persons.

(3): Mr. Simons' employment agreement does not explicitly provide for separate benefits upon a termination without "Cause" or with "Good Reason" in connection with a "Change in Control." The benefits specified in this column assume simultaneous application of the "Cause" / "Good Reason" and the "Change in Control" provisions of Mr. Simons' employment agreement.
(4): Payment equal to Mr. Simons' base salary ($550,000) multiplied by 1.5, plus the average of Mr. Simons' 2014 annual bonus payment ($275,000) and 2015 annual bonus payment ($1,000,000) multiplied by 1.5, pursuant to the terms of his employment agreement.
(5): Payment equal to Mr. Simons' 2015 annual bonus payment pursuant to the terms of his employment agreement.
(6): Represents the value of accelerated vesting of 386,269 shares of restricted stock, valued at $10.24 per share as of January 2, 2016.
(7): Represents payment by us of COBRA premiums with respect to health and welfare plan coverage for him (and his dependents, if covered under such plan as of the date of termination) for 18 months.
(8): Represents a "gross-up" payment under Sections 280G and 4999 of the Code such that, after his payment of any excise taxes imposed by Section 4999 of the Code or any similar such taxes in connection with his receipt of an excess parachute payment (including any interest or penalties imposed with respect to such taxes), Mr. Simons retains an additional amount equal to any such excise taxes or similar taxes imposed upon the termination- or change-in-control-related payments.

Name	Benefit	Payable Upon a Change in Control(1)			Payable Upon Termination (a) Without Cause; (b) Upon Disability or Death; or (c) with Good Reason within 3 Months after a Change in Control(2)

Michael B. Sims	Cash	$	—		$	420,000	(3)
	Equity	$	757,453	(4)	$	757,453	(4)
	Perquisites / Benefits	$	—		$	2,015	(5)
	Tax Reimbursement	$	—		$	—
	Total	$	757,453		$	1,179,468
George F. Chappelle, Jr.	Cash	$	—		$	425,000	(3)
	Equity	$	2,146,099	(4)	$	2,146,099	(4)
	Perquisites / Benefits	$	—		$	2,889	(5)
	Tax Reimbursement	$	—		$	—
	Total	$	2,146,099		$	2,573,988
James L. Clough	Cash	$	—		$	385,000	(3)
	Equity	$	1,893,622	(4)	$	1,893,622	(4)
	Perquisites / Benefits	$	—		$	2,886	(5)
	Tax Reimbursement	$	—		$	—
	Total	$	1,893,622		$	2,281,508
Tony Schroder	Cash	$	—		$	250,000	(3)
	Equity	$	336,330	(4)	$	336,330	(4)
	Perquisites / Benefits	$	—		$	2,863	(5)
	Tax Reimbursement	$	—		$	—
	Total	$	336,330		$	589,193
Thomas Lavan(6)	Cash	$	—		$	—
	Equity	$	—		$	—
	Perquisites / Benefits	$	—		$	—
	Tax Reimbursement	$	—		$	—
	Total	$	—		$	—

(1): In the event of a "Change in Control" under our 2009 Plan, the vesting of Messrs. Sims, Chappelle, Clough, Schroder and Lavan's restricted stock grants would accelerate and such grants would become immediately vested in full. For purposes of the respective awards agreements under our 2009 Plan, a "Change in Control" means the sale or other transfer of us to an Independent Third Party (as defined below) or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of Independent Third Parties pursuant to which such party or parties acquire (1) capital stock of us possessing the voting power under normal circumstances (without regard to the occurrence of any contingency) to elect a majority of our board of directors (whether by merger, consolidation or sale or transfer of us capital stock) or (2) all or substantially all of our assets determined on a consolidated basis. "Independent Third Party" means any person or entity who, immediately prior to the contemplated transaction, does not own in excess of 5% of the common stock on a fully-diluted basis (a "5% Owner"), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other persons.
(2): Please see "Employment Agreements" above for a definition of "Cause" (subject to footnote 4, below), the events that constitute good reason, and "Change in Control."
(3): For each named executive officer (other than Mr. Simons), represents 12 months of salary continuation payments. See "Employment Agreements" for additional information.

Directors who are also executive officers do not receive any additional compensation for serving as members of our board of directors or any committee of our board of directors. Each non-employee director is eligible for reimbursement for his expenses incurred in connection with attendance at our board of directors meetings in accordance with our policy. Additionally, non-employee directors are compensated as follows:

Quarterly Cash Retainers. Ms. Cannella is our only director who receives cash compensation. Ms. Cannella receives an annual retainer of $35,000 paid on a quarterly basis.

Board Meeting Attendance Fees. Non-employee directors do not receive any additional compensation for their attendance at our board of directors meetings.

The following table presents, for each of the directors, the compensation and/or fees received by such director during the fiscal year ended January 2, 2016.

The following table sets forth information with respect to the beneficial ownership of our common stock by (1) each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our named executive officers, (3) each of our directors, (4) all of our directors and our executive officers as a group and (5) each of the selling stockholders.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock that a person has the right to acquire within 60 days of the date of this prospectus are deemed to be outstanding and beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage of beneficial ownership for any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have the sole voting and investment power with respect to all common shares that they beneficially own, subject to community property laws where applicable. The number of shares and percentages of beneficial ownership prior to this offering set forth below are based on 67,496,202 shares of our common stock outstanding as of April 2, 2016 and 78,586,202 shares of our common stock outstanding following this offering.

Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o AdvancePierre Foods Holdings, Inc., 9987 Carver Road, Blue Ash, Ohio 45242.

						Shares of Common Stock Beneficially Owned After this Offering

	Shares of Common Stock Beneficially Owned Prior to this Offering					Assuming No Exercise of the Underwriters' Option					Assuming Full Exercise of the Underwriter's Option
Name of Beneficial Owner	Number		%			Number		%			Number		%
5% Stockholders and Other Selling Stockholders:
Funds managed by Oaktree Capital Management, L.P.(1)		53,899,160		79.86	%		47,364,118		60.27	%		44,936,320		57.18	%
Allen-McLaughlin APF Holdings, LLC(2)		773,820		1.15	%		107,946		*			107,946		*
Allen Family 2009 Trust(3)		1,090,114		1.62	%		1,012,843		1.29	%		922,292		1.17	%
David McLaughlin Family 2009 Trust(4)		1,373,515		2.04	%		1,218,973		1.55	%		1,037,872		1.32	%
Gregory S. Allen Revocable Trust(5)		830,579		1.23	%		753,308		*			662,758		*
Named Executive Officers and Directors:
John N. Simons, Jr.(6)		2,007,040		2.97	%		2,007,040		2.55	%		2,007,040		2.55	%
Michael B. Sims(7)		517,787		*			517,787		*			517,787		*
James L. Clough(8)		480,802		*			480,802		*			480,802		*
Tony Schroder(9)		350,912		*			350,912		*			350,912		*
George F. Chappelle, Jr.(10)		480,802		*			480,802		*			480,802		*
Thomas Lavan		—		—			—		—			—		—
Margaret M. Cannella		119,979		*			119,979		*			119,979		*
Celeste A. Clark, Ph.D.(11)		19,726		*			19,726		*			19,726		*
Peter C. Dillingham		—		—			—		—			—		—
Dean Hollis(12)		447,417		*			447,417		*			447,417		*
Stephen A. Kaplan		—		—			—		—			—		—
Gary L. Perlin		—		—			—		—			—		—
Matthew C. Wilson		—		—			—		—			—		—

*: Less than one percent.
(1): OCM Principal Opportunities Fund IV Delaware, L.P. ("POF IV Delaware") is the manager of OCM APFH Holdings, LLC ("OCM APFH"). Prior to this offering, POF IV Delaware held 51,898,728 shares, or 76.89%, of our common stock, and OCM APFH held 2,000,432 shares, or 2.96%, of our common stock. POF IV Delaware and OCM APFH are offering 6,292,498 and 242,544 shares of our common stock, respectively, in this offering. After this offering, POF IV Delaware will hold 45,606,230 shares, or 58.0%, of our common stock (or 43,268,538 shares, or 55.06%, of our common stock if the underwriters exercise in full their option to purchase additional shares of common stock), and OCM APFH will hold 1,757,888 shares, or 2.24%, of our common stock (or 1,667,782 shares, or 2.12%, of our common stock if the underwriters exercise in full their option to purchase additional shares of common stock). The general partner of POF IV Delaware is OCM Principal Opportunities Fund IV Delaware GP Inc. ("POF IV Delaware GP"). The general partner of POF IV Delaware GP is OCM Principal Opportunities Fund IV, L.P. ("POF IV"). The general partner of POF IV is OCM Principal Opportunities Fund IV GP, L.P. ("POF IV GP"). The general partner of POF IV GP is POF IV GP LTD. ("POF IV GP LTD"). The sole shareholder of POF IV GP LTD is Oaktree Fund GP I, L.P. ("GP I"), and the sole director of POF IV GP LTD is OCM LP. The general partner of GP I is Oaktree Capital I, L.P. ("Capital I"). The general partner of OCM LP is Oaktree Holdings, Inc. ("Holdings Inc."). The general partner of Capital I is OCM Holdings I, LLC ("Holdings I"). The managing member of Holdings I is Oaktree Holdings, LLC ("Holdings LLC"). The managing member of Holdings LLC and the sole shareholder of Holdings Inc. is Oaktree Capital Group, LLC ("OCG"). The duly elected manager of OCG is Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Stephen A. Kaplan, David M. Kirchheimer and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the shares of our common stock held by POF IV Delaware. Each OCGH GP Member disclaims beneficial ownership of the shares of our common stock held by POF IV Delaware.
(2): Greg S. Allen is the manager of Allen-McLaughlin APF Holdings, LLC and holds voting and dispositive power over the shares held by Allen-McLaughlin APF Holdings, LLC. The address for Allen-McLaughlin APF Holdings, LLC is 7301 N. Broadway Extension, Suite 225, Oklahoma City, Oklahoma 73116.
(3): Steven T. Ledgerwood is the trustee of the Allen Family 2009 Trust and holds voting and dispositive power over the shares held by the Allen Family 2009 Trust. The address for the Allen Family 2009 Trust is 2028 Ben White Boulevard, Sutie 240-2846, Austin, TX 78741.
(4): Rob McLaughlin is the trustee of the David McLaughlin Family 2009 Trust and holds voting and dispositive power over the shares held by the David McLaughlin Family 2009 Trust. The address for the David McLaughlin Family 2009 Trust is 6824 N. Robinson, Oklahoma City, Oklahoma 73116.
(5): Greg S. Allen is the grantor and beneficiary of the Gregory S. Allen Revocable Trust and holds voting and dispositive power over the shares held by the Gregory S. Allen Recovable Trust. The

We are currently party to a registration rights agreement with our principal stockholders and certain other existing stockholders. In connection with this offering, we will enter into an amended and restated registration rights agreement with our principal stockholders and the same existing stockholders. The existing registration rights agreement grants, and the amended and restated registration rights agreement will grant, to our principal stockholders an unlimited number of "demand" registration rights and to both our principal stockholders and the other existing stockholders party thereto customary "piggyback" registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify our principal stockholders and the existing stockholders party thereto against certain liabilities which may arise under the Securities Act.

We are currently party to a stockholders agreement with our principal stockholders and certain other existing stockholders, including members of management who hold shares of our common stock. The existing stockholders agreement contains agreements among the parties with respect to, among other things, preemptive rights with respect to certain issuances of our equity securities, transfer restrictions, come-along rights, bring-along rights and rights of first refusal. The existing stockholders agreement also contains agreements with respect to the election of our directors. The existing stockholders agreement will terminate automatically upon the consummation of this offering.

In connection with this offering, we will enter into a new stockholders agreement with our principal stockholders. This agreement will grant our principal stockholders the right to nominate to our board of directors a number of designees equal to: (1) at least a majority of the total number of directors comprising our board of directors at such time as long as affiliates of Oaktree beneficially own at least 50% of the shares of our common stock entitled to vote generally in the election of our directors; (2) at least 40% of the total number of directors comprising our board of directors at such time as long as affiliates of Oaktree beneficially own at least 40% but less than 50% of the shares of our common stock entitled to vote generally in the election of our directors; (3) at least 30% of the total number of directors comprising our board of directors at such time as long as affiliates of Oaktree beneficially own at least 30% but less than 40% of the shares of our common stock entitled to vote generally in the election of our directors; (4) at least 20% of the total number of directors comprising our board of directors at such time as long as affiliates of Oaktree beneficially own at least 20% but less 30% of the shares of our common stock entitled to vote generally in the election of our directors; and (5) at least 10% of the total number of directors comprising our board of directors at such time as long as affiliates of Oaktree beneficially own at least 5% but less than 20% of the shares of our common stock entitled to vote generally in the election of our directors. For purposes of calculating the number of directors that our principal stockholders are entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis, taking into account any increase in the size of our board of directors (e.g., one and one quarter (1¹/4) directors shall equate to two directors). In addition, in the event a vacancy on our board of directors is created by the death, disability, retirement or resignation of an Oaktree director designee, Oaktree shall, to the fullest extent permitted by law, have the right to have the vacancy filled by a new Oaktree director-designee.

We are currently party to a management services agreement with Oaktree pursuant to which Oaktree provides us with ongoing management, advisory and consulting services. In consideration for

the services provided, we are required to pay Oaktree an aggregate annual advisory fee of $3.0 million. We are also required to reimburse Oaktree for certain out-of-pocket expenses incurred with respect to the performance of services, including fees and expenses paid by Oaktree on our behalf to third-party consultants, who were engaged to provide consulting and other advisory services to us in connection with certain performance improvement projects. We paid $4.2 million, $11.6 million, $13.1 million and $3.6 million in combined fees and expenses to Oaktree in Q1 2016, fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Upon consummation of this offering, we will pay Oaktree an aggregate success fee of $9.0 million pursuant to the management services agreement, which will be terminated.

Oaktree and its affiliates were participating lenders under our prior second lien term loan. $32.0 million aggregate principal amount of our prior second lien term loan was owed to Oaktree and its affiliates at April 2, 2016, January 2, 2016 and January 3, 2015. At April 2, 2016, January 2, 2016 and January 3, 2015, interest accrued to Oaktree and its affiliates was $0.7 million, $0.7 million and $0.7 million, respectively. Related party interest for Oaktree and its affiliates was $0.8 million, $3.1 million, $3.1 million and $2.9 million for Q1 2016, fiscal 2015, fiscal 2014 and fiscal 2013, respectively. On June 2, 2016, our prior second lien term loan was repaid in full.

As a privately owned company, we have from time to time made loans, evidenced by promissory notes, to our employees to assist them in paying income taxes triggered by restricted share grants and concurrent elections under Section 83(b) of the Internal Revenue Code, which result in immediate recognition of compensation for income tax purposes associated with the grants. The employee loans typically have terms of seven years and the annual interest rate on the employee loans for each year varies based on the mid-term adjusted applicable federal rate. The employee loans are secured by all shares issued to the respective employee under our 2009 Omnibus Equity Incentive Plan. As of January 2, 2016 and January 3, 2015, the annual interest rates on the loans ranged from 0.95% to 2.04%.

During fiscal 2015, the maximum amounts outstanding, including accrued interest, under loans to Mr. Simons, Mr. Sims, Mr. Clough, Mr. Booker, Mr. Schroder, Mr. Chappelle, Mr. Theis, Ms. Panchot and Mr. Hollis were $799,349, $730,865, $340,841, $539,439, $71,985, $314,824, $24,400, $51,295 and $205,068, respectively. During fiscal 2014, the maximum amounts outstanding, including accrued interest, under loans to Mr. Simons, Mr. Sims, Mr. Clough, Mr. Schroder, Mr. Chappelle, Mr. Theis, Ms. Panchot and Mr. Hollis were $449,421, $659,147, $237,787, $70,751, $212,459, $23,957, $18,435 and $73,279, respectively. During fiscal 2013, the maximum amounts outstanding, including accrued interest, under loans to Mr. Simons, Mr. Sims, Mr. Clough, Mr. Schroder, Mr. Chappelle, Mr. Theis, Ms. Panchot and Mr. Hollis were $441,544, $647,859, $233,620, $69,522, $172,725, $23,537, $18,139 and $71,995, respectively.

In March 2016, Mr. Simons, Mr. Sims, Mr. Clough, Mr. Booker, Mr. Schroder, Mr. Chappelle, Mr. Theis, Ms. Panchot and Mr. Hollis repaid their loans in full. We will no longer make loans to Mr. Simons, Mr. Sims, Mr. Clough, Mr. Booker, Mr. Schroder, Mr. Chappelle, Mr. Theis, Ms. Panchot and Mr. Hollis or our other executive officers or directors.

Prior to the completion of this offering, we will enter into indemnification agreements with each of our executive officers and directors, as described under "Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors."

Following our initial public offering, we expect to be able to utilize net operating losses, tax basis and certain other tax attributes that arose prior to the initial public offering, assuming generation of future income. These net operating loss carryforwards, depreciation and amortization deductions in respect of tax basis and certain other tax attributes will reduce the amount of tax that we and our subsidiaries would otherwise be required to pay in the future.

We will enter into an income tax receivable agreement with our existing stockholders that will provide for the payment by us to our existing stockholders of 85% of the amount of cash savings, if any, in U.S. federal, state, local, and foreign income tax that we and our subsidiaries actually realize (or are deemed to realize in the case of an early termination by us, a change of control or certain subsidiary dispositions, as discussed below) as a result of the utilization of our and our subsidiaries' net operating losses, tax basis and other tax attributes attributable to periods prior to this offering together with interest accrued at a rate of LIBOR plus 200 basis points from the date the applicable tax return is due (without extension) until the date the applicable payment is due. To the extent that we fail to make payments when due under the income tax receivable agreement for any reason, other than as a result of certain restrictions in our debt documents, discussed below, such payments will accrue interest at a rate of LIBOR plus 500 basis points per annum until paid.

For purposes of the income tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had we not been able to utilize the tax benefits subject to the income tax receivable agreement. The term of the income tax receivable agreement will commence upon consummation of this offering and will continue until all relevant tax benefits have been utilized or have expired.

Our counterparties under the income tax receivable agreement will not reimburse us for any benefits that are subsequently disallowed (although any future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the income tax receivable agreement that are greater than our actual cash tax savings.

While the actual amount and timing of any payments under the income tax receivable agreement will vary depending upon a number of factors, including the amount, character and timing of our and our subsidiaries' taxable income in the future, we expect that during the term of the income tax receivable agreement, the payments that we may make could be material. Assuming no material changes in the relevant tax law, and that we and our subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the income tax receivable agreement, we expect that future payments under the income tax receivable agreement will total approximately $216 million. Such amount may differ materially from the amount presented above based on various items.

If we undergo a change of control, the income tax receivable agreement will terminate, and we will be required to make a lump sum payment equal to the present value of future payments under the income tax receivable agreement, which payment would be based on certain assumptions (the "valuation assumptions"), including those relating to our and our subsidiaries' future taxable income. Additionally, if we or a direct or indirect subsidiary transfers any asset to a corporation with which we do not file a consolidated tax return, we will be treated as having sold that asset in a taxable transaction for purposes of determining the cash savings in income tax under the income tax receivable agreement. If we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a change of control, we will be required to make a lump sum payment equal to the present value of future payments under the income tax receivable agreement attributable to the tax benefits of such subsidiary that is sold or disposed of, applying the valuation assumptions. Any such payment resulting from a change of control, asset transfer or subsidiary disposition could be substantial and could exceed our actual cash tax savings.

The income tax receivable agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the income tax receivable agreement will be accelerated and will become due and payable, applying the same valuation assumptions discussed above, including those relating to our future taxable income. Such payments could be substantial and could exceed our actual cash tax savings. Additionally, we generally have the right to terminate the income tax receivable agreement. If we terminate the income tax receivable agreement, our payment and other obligations under the income tax receivable agreement will be accelerated and will become due and payable, also applying the valuation assumptions discussed above. Such payments could be substantial and could exceed our actual cash tax savings.

Because we are a holding company with no operations of our own, our ability to make payments under the income tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. To the extent that we are unable to make payments under the income tax receivable agreement as a result of specified restrictions in our, or our subsidiaries', debt documents, such payments will be deferred and will accrue interest at a rate of LIBOR plus 200 basis points per annum until paid. To the extent that we otherwise are not able to make payment when due under the income tax receivable agreement, such late payments will accrue interest at the rate of LIBOR plus 500 basis points per annum until paid. We will agree under the income tax receivable agreement not to incur, and not to permit any of our subsidiaries to incur, any new restrictions, enter into any agreement or indenture or any amendment or other modification to any agreement or indenture (including, in each case, in connection with any refinancing) that would directly or indirectly, materially limit our ability to make payments under the income tax receivable agreement or the ability of our subsidiaries to make payments to us for that purpose. Additionally, we will agree under the income tax receivable agreement not to, without the consent (not to be unreasonably withheld) of the representative of our existing stockholders, (1) change any accounting method, or amend or take any position inconsistent with a prior tax return if such action could materially adversely affect the assets included in the income tax receivable agreement, (2) seek any guidance from, or initiate any communication with, the Internal Revenue Service or any other taxing authority (whether written, verbal or otherwise) at any time on matters concerning the assets included in the income tax receivable agreement, or (3) settle or otherwise resolve any audit or other challenge by a taxing authority of a material amount relating to any realized benefit under the income tax receivable agreement.

Prior to the completion of this offering, all related party transactions had to be presented to and approved by our Chief Executive Officer and Chief Financial Officer, as well as our Audit Committee if the transaction was material.

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and improper valuation (or the perception thereof). In connection with this offering, our board of directors will adopt a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under the new policy:

In connection with the review and approval or ratification of a related person transaction:

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee's status as an "independent," "outside," or "non-employee" director, as applicable, under the rules and regulations of the SEC, the NYSE and the Internal Revenue Code.

We summarize the principal terms of some of the agreements governing our existing indebtedness below. The following summaries are not complete descriptions of all of the terms of such agreements.

On June 2, 2016, we, our wholly owned indirect subsidiary, APF, and our wholly owned direct subsidiary, APF Holdco, entered into a first lien credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders from time to time party thereto, providing for a first lien term loan in an aggregate principal amount of $1.30 billion, the proceeds of which were used to repay our prior term loans, to pay related accrued interest and to pay related expenses. As of June 2, 2016, $1.30 billion was outstanding under our first lien term loan.

Our first lien term loan will mature on June 2, 2023. Principal repayments of 0.25% of the initial principal amount of our first lien term loan (approximately $3.25 million), subject to reduction for certain other prepayments, are payable quarterly, with the balance due at maturity.

In addition to the quarterly principal payments, our first lien term loan is subject to mandatory prepayment (1) upon any incurrence of indebtedness by us or any of our restricted subsidiaries, other than indebtedness permitted to be incurred or issued under our first lien term loan, (2) upon certain specified asset sales, dispositions by us and our restricted subsidiaries and casualty events, in each case, subject to certain thresholds and reinvestment provisions and (3) once per fiscal year in an amount equal to 50% (subject to reduction to 25% upon achieving a total net leverage ratio (as defined in our first lien term loan) of 3.95 to 1.00 and reduction to 0% upon achieving a total net leverage ratio of 3.45 to 1.00) of annual excess cash flow (as defined in our first lien term loan, and subject to reduction for cash used for capital expenditures, acquisitions and certain other permitted investments, certain debt repayments and redemptions and certain permitted dividends in each case except to the extent financed with certain indebtedness).

APF may prepay our first lien term loan at any time and from time to time, in whole or in part, without premium or penalty.

The obligations of APF under our first lien term loan are guaranteed by us, APF Holdco and each of APF's direct and indirect wholly owned domestic subsidiaries (other than subsidiaries of foreign subsidiaries, immaterial subsidiaries, unrestricted subsidiaries and certain other exceptions). Our first lien term loan and the guarantees thereunder are secured by liens granted by APF and the guarantors in (1) all of the capital stock of all direct domestic subsidiaries, (2) 65% of the capital stock of each direct foreign subsidiary and (3) substantially all other tangible and intangible assets, subject in each case to certain exceptions. The liens securing our first lien term loan (1) have priority over the liens securing our ABL facility with respect to the Term Loan Priority Collateral (as defined in our first lien term loan) and (2) are second in priority with respect to the ABL Priority Collateral (as defined in our first lien term loan).

Our first lien term loan bears interest equal to the alternative base rate plus 2.75% per annum or LIBOR plus 3.75% per annum, with a LIBOR floor of 1.00%, based on a periodic election of LIBOR or base rate by APF. The applicable margins above LIBOR and base rate will each be reduced by 0.25% if we achieve and maintain a total net leverage ratio of 4.00 to 1.00 (or less) and also maintain a

corporate family rating of at least "B1" from Moody's and a corporate rating of at least "B+" from Standard & Poor's. At June 2, 2016, the interest rate for all borrowings on our first lien term loan was LIBOR plus 3.75%.

Our first lien term loan contains a number of covenants that, among other things, limit or restrict the ability of us and our restricted subsidiaries to: (1) dispose of certain assets; (2) incur, permit or guarantee additional indebtedness; (3) enter into a new line of business; (4) make investments; (5) incur or maintain liens; (6) modify certain terms of their organizational documents or certain debt instruments; (7) permit restrictions on a restricted subsidiary's ability to pay dividends, make intercompany loans or otherwise transfer assets to us or any of our restricted subsidiaries; (8) engage in certain transactions with affiliates; or (9) engage in mergers or the sale of substantially all of its assets.

Our first lien term loan also restricts the ability of us and our restricted subsidiaries to pay dividends or make other restricted payments. After this offering, our first lien term loan will generally permit us to pay dividends: (1) in an amount not to exceed $75 million in the aggregate; (2) in an aggregate amount not to exceed a specified available amount (as defined in our first lien term loan, and calculated as the sum of, among other things, $25 million, plus that portion of retained excess cash flow not used for mandatory prepayments, plus net cash proceeds received by APF from the sale or issuance of certain equity interests, minus dividends, prepayments of debt and investments made in reliance on the available amount) as long as (A) after giving pro forma effect to the contemplated dividend, the first lien net leverage ratio for the four fiscal quarters preceding such dividend is greater than or equal to 4.70 to 1.0 and (B) no default or event of default has occurred or would result from the contemplated dividend; (3) in an aggregate amount in any fiscal year not to exceed 6.0% of our market capitalization; (4) if the total net leverage ratio for the most recently ended calculation period does not exceed 4.0 to 1.0 after giving pro forma effect to the contemplated dividend; and (5) in other circumstances specified in our first lien term loan. Our first lien term loan will also permit us to make payments under the tax receivable agreement.

At June 2, 2016, we and our restricted subsidiaries were in compliance with all covenants under our first lien term loan.

Our first lien term loan contains a number of events of default including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, cross payment default and cross acceleration to certain other material indebtedness, certain bankruptcy events, certain ERISA events, invalidity of guarantees or security interests, material judgments and change of control.

On June 2, 2016, our wholly owned indirect subsidiary, APF, entered into a third amendment to the second amended and restated credit agreement with Wells Fargo Capital Finance, LLC, as administrative agent, and the lenders from time to time party thereto. Our ABL facility provides for an asset based senior secured revolving loan facility for aggregate maximum borrowings (subject to availability under a borrowing base) of up to $175 million to APF. $30 million of our ABL facility is available for the issuance of letters of credit. As of April 2, 2016, APF had $0.2 million of borrowings and $5.5 million of letters of credit outstanding under our ABL facility. There was available capacity under our ABL facility of $137.3 million at April 2, 2016.

Subject to certain exceptions, our ABL facility is subject to mandatory prepayment if outstanding extensions of credit exceed the borrowing base. The amount of the mandatory prepayment is the amount by which certain outstanding extensions of credit exceed the borrowing base.

The obligations of APF under our ABL facility are guaranteed by us, APF Holdco and each of APF's direct and indirect wholly owned domestic subsidiaries (other than subsidiaries of foreign subsidiaries, immaterial subsidiaries, unrestricted subsidiaries and certain other exceptions). Our ABL facility and the guarantees thereunder are secured by security interests in (1) all of the capital stock of all direct domestic subsidiaries, (2) 65% of the capital stock of each direct foreign subsidiary and (3) substantially all other tangible and intangible assets, subject in each case to certain exceptions. The liens securing our ABL facility (1) have priority over the liens securing our first lien term loan with respect to the ABL Priority Collateral and (2) are second in priority with respect to the Term Loan Priority Collateral.

APF can periodically elect to pay interest on outstanding borrowings under our ABL facility at an alternative base rate plus a margin ranging from 0.50% to 1.00% per annum or LIBOR plus a margin ranging from 1.50% to 2.0% per annum, in each case, depending on APF's average excess availability under our ABL facility for the most recently completed calendar quarter. Our ABL facility also carries a fronting fee with respect to letters of credit of 0.125% per annum and an unused commitment fee ranging from 0.250% to 0.375% per annum.

Our ABL facility contains a number of covenants that, among other things, limit or restrict the ability of us and our restricted subsidiaries to: (1) dispose of certain assets; (2) incur or guarantee additional indebtedness; (3) enter into a new line of business; (4) make investments or certain payments in respect of indebtedness; (5) incur or maintain liens; (6) modify certain terms of their organizational documents or certain debt instruments; (7) permit restrictions on a restricted subsidiary's ability to pay dividends, make intercompany loans or otherwise transfer assets to us or any of our restricted subsidiaries; (8) engage in certain transactions with affiliates; or (9) engage in mergers or the sale of substantially all of its assets.

Our ABL facility also restricts the ability of us and our restricted subsidiaries to pay dividends and make other restricted payments (including redemption of our stock). Our ABL facility will generally permit APF to pay dividends and make other restricted payments (including redemption of APF's stock): (1) in an aggregate amount not to exceed (a) $30 million if EBITDA (as defined in our ABL facility) for the most recently ended calculation period is less than $250 million or (b) $60 million if EBITDA for the most recently ended calculation period equals or exceeds $250 million; (2) in an unlimited amount subject to certain payment conditions based on the excess availability under the ABL facility or the ratio of EBITDA to fixed charges; and (3) in other circumstances specified in our ABL facility. Our ABL facility will also permit us to make payments under the tax receivable agreement. In addition, under our ABL facility, if availability under our ABL facility falls below a specified threshold for a certain period of time, the borrowers are required to comply with a minimum fixed charge coverage ratio of 1.0:1.0.

At June 2, 2016, we and our restricted subsidiaries were in compliance with all covenants under our ABL facility.

Our ABL facility contains a number of events of default including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, cross payment default and cross acceleration to certain other material indebtedness, certain bankruptcy events, certain ERISA events, invalidity of guarantees or security interests, material judgments and change of control.

In connection with this offering, we will amend and restate our certificate of incorporation and our bylaws. The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the consummation of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus is a part.

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Upon the consummation of this offering, our authorized capital stock will consist of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock will be issued or outstanding immediately after the public offering contemplated by this prospectus. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Holders of our common stock are entitled to one vote for each share held of record on all matters to which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets and funds available for distribution. Holders of our common stock do not have preemptive, subscription or conversion rights. The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

Our amended and restated certificate of incorporation will authorize our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by the NYSE, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors is able to determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative participations, optional or other special rights, and the qualifications, limitations or restrictions thereof, of that series, including, without limitation:

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your common stock over the market price of the common stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

The DGCL permits a corporation to declare and pay dividends out of "surplus" or, if there is no "surplus," out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. "Surplus" is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our board of directors may consider relevant. See "Dividend Policy."

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those

attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply if and so long as our common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

Our board of directors may generally issue preferred shares on terms calculated to discourage, delay or prevent a change of control of us or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by our board of directors.

Under the DGCL, unless otherwise provided in a certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our amended and restated certificate of incorporation will provide that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, at any time when Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66²/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class. In addition, our amended and restated certificate of incorporation will provide that, subject to the rights granted to one or more series of preferred stock then outstanding or the rights granted under the stockholders agreement with our principal stockholders, any newly created directorship or vacancies on our board of directors will be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum, by a sole remaining director or by the stockholders; provided, however, at any time when

Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, any newly created directorship on our board of directors that results from an increase in the number of directors and any vacancy occurring in our board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by stockholders). With respect to any vacancy of an Oaktree-designated director, Oaktree will have the right to designate a new director for election by a majority of the remaining directors then in office.

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation will not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors will be able to elect all our directors.

Our amended and restated certificate of incorporation will provide that special meetings of our stockholders may be called at any time only by or at the direction of our board of directors or the chairman of our board of directors; provided, however, at any time when Oaktree and its affiliates beneficially own, in the aggregate, at least 40% in voting power of our stock entitled to vote generally in the election of directors, special meetings of our stockholders shall also be called by our board of directors or the chairman of our board of directors at the request of Oaktree and its affiliates. Our amended and restated bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder's notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws will also specify requirements as to the form and content of a stockholder's notice. Our amended and restated bylaws will allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to influence or obtain control of us.

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides

otherwise. Our amended and restated certificate of incorporation will preclude stockholder action by written consent at any time when Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors is expressly authorized to adopt, amend, alter or repeal, our bylaws without a stockholder vote in any matter not inconsistent with the laws of the State of Delaware or our amended and restated certificate of incorporation. For as long as Oaktree and its affiliates beneficially own, in the aggregate, at least 40% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders will require the affirmative vote of a majority in voting power of the outstanding shares of our stock present in person or represented by proxy and entitled to vote on such amendment, alteration, rescission or repeal. At any time when Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders will require the affirmative vote of the holders of at least 66²/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation's certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

Our amended and restated certificate of incorporation will provide that at any time when Oaktree and its affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors, the following provisions in our amended and restated certificate of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66²/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class:

The combination of the classification of our board of directors, the lack of cumulative voting and the supermajority voting requirements will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers,

these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.

These provisions may have the effect of deterring hostile takeovers, delaying, or preventing changes in control of our management or us, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder's stock thereafter devolved by operation of law.

Our amended and restated certificate of incorporation will provide that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of us, (2) action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, creditors or other constituents, (3) action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, or (4) action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine, in each such case subject to said Court of Chancery of the State of Delaware having jurisdiction over any such action or proceeding. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of our company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, the enforceability of similar forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to

our principal stockholders, any of their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates except any opportunity offered to a non-employee director solely in his or her capacity as our director. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, each of Oaktree or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have no duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Oaktree or any of its affiliates or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity.

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation will include a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders' derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Our amended and restated bylaws will provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors' and officers' liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Prior to the completion of this offering, we will enter into indemnification agreements with each of our directors and executive officers pursuant to which we will agree to indemnify them to the fullest extent permitted by Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed

that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company, LLC.

Our common stock has been approved for listing on the NYSE under the trading symbol "APFH."

Prior to this offering, there has not been a public market for our common stock, and we cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See "Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline."

Upon the consummation of this offering, we will have 78,586,202 shares of common stock outstanding. Of these shares, only the 18,600,000 shares of common stock (or 21,390,000 shares if the underwriters exercise in full their option to purchase additional shares) sold in this offering by the selling stockholders and us will be freely tradable without registration under the Securities Act and without restriction by persons other than our "affiliates" (as defined under Rule 144). The shares of common stock held by our principal stockholders, certain of our directors and officers and other existing stockholders after this offering will be "restricted" securities under the meaning of Rule 144 and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act. In addition, 6,500,000 shares of common stock are reserved for future issuance under our 2009 Omnibus Equity Incentive Plan.

In general, under Rule 144, as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without registration, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates, who have met the six month holding period for beneficial ownership of "restricted shares" of our common stock, are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under "Underwriting" and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

We, our directors and executive officers, the selling stockholders and all other holders of our outstanding stock (including the selling stockholders) have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly, without the prior written consent of each of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of our common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for shares of our common stock or sell or grant options, rights or warrants with respect to any shares of our common stock or securities convertible into or exchangeable for common stock (other than the grant of options pursuant to stock option plans existing on the date of this prospectus), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing. Barclays Capital Inc. and Credit Suisse Securities (USA) LLC in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. See "Underwriting."

We are currently party to a registration rights agreement with our principal stockholders and certain other existing stockholders. In connection with this offering, we will enter into an amended and restated registration rights agreement with our principal stockholders and the same existing stockholders. The existing registration rights agreement grants, and the amended and restated registration rights agreement will grant, to our principal stockholders an unlimited number of "demand" registration rights and to both our principal stockholders and the other existing stockholders party thereto customary "piggyback" registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify our principal stockholders and the members of management party thereto against certain liabilities which may arise under the Securities Act.

Following completion of this offering, the shares covered by the registration rights agreement would represent 69.3% of our outstanding common stock (or 65.7%, if the underwriters exercise in full their option to purchase additional shares). These shares also may be sold under Rule 144, depending

on their holding period and subject to Rule 144 limitations applicable to affiliates and the lock-up restrictions described above and under "Underwriting."

For additional information, see "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

The following is a summary of United States federal income tax considerations generally applicable to the ownership and disposition of shares of our common stock by a non-U.S. holder (as defined below) that purchases shares of our common stock pursuant to this offering and holds such common stock as a "capital asset" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). This discussion is based on currently existing provisions of the Code, applicable United States Treasury regulations promulgated thereunder, judicial decisions, and rulings and pronouncements of the United States Internal Revenue Service (the "IRS") all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or subject to different interpretation. This discussion does not address all the tax consequences that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under United States federal income tax laws (such as financial institutions, insurance companies, tax-exempt organizations, controlled foreign corporations, passive foreign investment companies, retirement plans, partnerships and their partners, dealers in securities, brokers, United States expatriates, persons who have acquired shares of our common stock as compensation or otherwise in connection with the performance of services, or persons who have acquired shares of our common stock as part of a straddle, hedge, conversion transaction or other integrated investment). This discussion does not address the state, local, or foreign tax, the Medicare tax imposed on certain investment income or United States federal estate or alternative minimum tax consequences relating to the ownership and disposition of shares of our common stock. Prospective investors should consult their tax advisors regarding the United States federal tax consequences of owning and disposing shares of our common stock, as well as the applicability and effect of any state, local or foreign tax laws.

As used in this discussion, the term "non-U.S. holder" refers to a beneficial owner of our common stock that is not, for United States federal income tax purposes, any of the following:

If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes holds shares of our common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partnership that holds shares of our common stock and any partner who owns an interest in such a partnership should consult their tax advisors regarding the United States federal income tax consequences of an investment in our common stock.

You should consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership, and disposition of our common stock as well as the consequences to you arising under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

If we make a distribution of cash or other property (other than certain distributions of our stock) in respect of shares of our common stock, the distribution generally will be treated as a dividend to the extent of our current or accumulated earnings and profits as determined under United States federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, on a share-by-share basis, to the extent of the non-U.S. holder's tax basis in our common stock, and, to the extent such portion exceeds the non-U.S. holder's tax basis in our common stock, the excess will be treated as gain from the disposition of the common stock, the tax treatment of which is discussed below under "—Sale, Exchange or Other Taxable Disposition."

The gross amount of dividends paid to a non-U.S. holder with respect to shares of our common stock generally will be subject to United States federal withholding tax at a rate of 30%, unless (1) an applicable income tax treaty reduces or eliminates such tax, and the non-U.S. holder certifies that it is eligible for the benefits of such treaty in the manner described below, or (2) the dividends are effectively connected with the non-U.S. holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) and the non-U.S. holder satisfies certain certification and disclosure requirements. In the latter case, a non-U.S. holder generally will be subject to United States federal income tax with respect to such dividends on a net income basis at regular graduated United States federal income tax rates in the same manner as a United States person (as defined under the Code). Additionally, a non-U.S. holder that is a corporation may be subject to a branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

A non-U.S. holder that wishes to claim the benefit of an applicable income tax treaty with respect to dividends on shares of our common stock will be required to provide the applicable withholding agent with a valid IRS Form W-8BEN or W-8BEN-E (or other applicable form) and certify under penalties of perjury that such holder (1) is not a United States person (as defined under the Code) and (2) is eligible for the benefits of such treaty, and the withholding agent must not have actual knowledge or reason to know that the certification is incorrect. This certification must be provided to the applicable withholding agent prior to the payment of dividends and may be required to be updated periodically. A non-U.S. holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Prospective investors, and in particular prospective investors engaged in a United States trade or business, are urged to consult their tax advisors regarding the United States federal income tax consequences of owning our common stock.

Generally, a non-U.S. holder will not be subject to United States federal income tax on gain realized upon the sale, exchange, or other taxable disposition of shares of our common stock unless (1) the gain is effectively connected with such non-U.S. holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States), (2) such non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange or other taxable disposition and certain other conditions are satisfied or (3) we are or become a "United States real property holding corporation" (as defined in section 897(c) of the Code) at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S.

holder's holding period for our common stock and either (a) our common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale, exchange or other taxable disposition occurs, or (b) the non-U.S. holder owns (actually or constructively) more than five percent of our common stock at some time during the shorter of the five-year period ending on the date of disposition or such holder's holding period for our common stock. Although there can be no assurances in this regard, we believe that we are not a United States real property holding corporation, and we do not expect to become a United States real property holding corporation.

Generally, gain described in clause (1) of the immediately preceding paragraph will be subject to tax on a net income basis at regular graduated United States federal income tax rates in the same manner as if the non-U.S. holder were a United States person (as defined under the Code). A non-U.S. holder that is a corporation may also be subject to a branch profits tax equal to 30% (or at such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. An individual non-U.S. holder described in clause (2) of the immediately preceding paragraph will be required to pay (subject to applicable income tax treaties) a flat 30% tax on the gain derived from the sale, exchange or other taxable disposition, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States.

A non-U.S. holder generally will be required to comply with certain certification procedures to establish that such non-U.S. holder is not a United States person (as defined under the Code) in order to avoid backup withholding with respect to dividends or the proceeds of a disposition of shares of our common stock. In addition, we are required to annually report to the IRS and a non-U.S. holder the amount of any distributions paid to such non-U.S. holder, regardless of whether we actually withheld any tax. Copies of the information returns reporting such distributions and the amount withheld, if any, may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or credit against such non-U.S. holder's U.S. federal income tax liability, provided that certain required information is timely provided to the IRS.

Withholding at a rate of 30% is required on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, shares of our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the United States Treasury Department to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain United States persons and by certain non-United States entities that are wholly or partially owned by United States persons and to withhold on certain payments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale or other disposition of, shares of our common stock held by an investor that is a non-financial foreign entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (1) certifies that such entity does not have any "substantial United States owners" or (2) provides certain information regarding the entity's "substantial United States owners." Prospective investors should consult their tax advisors regarding the possible implications of these rules on their investment in our common stock.

Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as representatives of the several underwriters. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement, each of the underwriters named below has severally agreed to purchase from us and the selling stockholders the respective number of common stock shown opposite its name below:

The underwriting agreement provides that the underwriters' obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

The underwriting agreement provides that the underwriters must purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased.

The following table summarizes the underwriting discounts and commissions we and the selling stockholders will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to us and the selling stockholders for the shares.

Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC have advised us that the underwriters propose to offer the shares of common stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $0.693 per share. After the offering, the representatives may change the offering price and other selling terms.

The expenses of the offering that are payable by us and the selling stockholders are estimated to be approximately $5.7 million excluding underwriting discounts and commissions. We have agreed to pay expenses incurred by the selling stockholders in connection with the offering, other than the underwriting discounts and commissions. We have agreed to reimburse the underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to $50,000. In addition, the underwriters have agreed to reimburse us for certain of our expenses relating to this offering. Upon consummation of this offering, we will also pay Oaktree an aggregate success fee of $9.0 million pursuant to the management services agreement, which will be terminated.

The selling stockholders have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an aggregate of 2,790,000 shares from the selling stockholders at the public offering price less underwriting discounts and commissions. This option may be exercised to the extent the underwriters sell more than 18,600,000 shares in connection with this offering. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares based on the underwriter's percentage underwriting commitment in the offering as indicated in the table at the beginning of this Underwriting Section.

We, our directors and executive officers, the selling stockholders and all other holders of our outstanding stock (including the selling stockholders) have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly, without the prior written consent of each of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of our common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for shares of our common stock or sell or grant options, rights or warrants with respect to any shares of our common stock or securities convertible into or exchangeable for common stock (other than the grant of options pursuant to stock option plans existing on the date of this prospectus), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities or (4) publicly disclose the intention to do any of the foregoing.

Barclays Capital Inc. and Credit Suisse Securities (USA) LLC in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release shares of our common stock and our other securities from lock-up agreements, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC will consider, among other factors, the holder's reasons for requesting the release, the number of shares of our common stock and our other securities for which the release is being requested and market conditions at the time. At least three business days before the effectiveness of any release or waiver of any of the restrictions described above with respect to one of our officers or directors, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC will notify us of the impending release or waiver and we have agreed to announce the impending release or waiver by press release through a major

news service at least two business days before the effective date of the release or waiver, except where the release or waiver is effected solely to permit a transfer of shares of our common stock or other securities that is not for consideration and where the transferee has agreed in writing to be bound by the same terms as the lock-up agreements described above to the extent and for the duration that such terms remain in effect at the time of transfer.

Prior to this offering, there has been no public market for our common stock. The initial public offering price was negotiated between the representatives and us. In determining the initial public offering price of our common stock, the representatives considered:

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

The underwriters may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act:

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on or otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representatives on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter's or selling group member's website and any information contained in any other website maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Our common stock has been approved for listing on the NYSE under the trading symbol "APFH."

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or may in the future receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities

(or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities or instruments of the issuer or its affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the shares of common stock offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the shares of common stock offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

An affiliate of Wells Fargo Securities, LLC is acting as administrative agent under our ABL facility. An affiliate of Morgan Stanley & Co. LLC is acting as the administrative agent and security agent and affiliates of certain other underwriters acted as joint lead arrangers and joint book-running managers or as other agents, in each case, under our first lien term loan. In addition, affiliates of certain of the underwriters are lenders under our first lien term loan and under our ABL facility. We intend to use the net proceeds from this offering to repay a portion of our first lien term loan and therefore such affiliates of such underwriters may receive a pro rata portion of our net proceeds from this offering.

This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyone in any country or jurisdiction (1) in which such an offer or solicitation is not authorized, (2) in which any person making such offer or solicitation is not qualified to do so or (3) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the shares of common stock or possession or distribution of this prospectus or any other offering or publicity material relating to the shares of common stock in any country or jurisdiction (other than the United States) where any such action for that purpose is required.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of any common stock which are the subject of the offering contemplated herein may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

provided that no such offer of common stock shall result in a requirement for us, the selling stockholders or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any common stock under, the offers contemplated here in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter, the selling stockholders and us that:

For the purposes of this representation and the provision above, the expression an "offer of common stock to the public" in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any common stock to be offered so as to enable an investor to decide to purchase or subscribe for the common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This prospectus has only been communicated or caused to have been communicated and will only be communicated or caused to be communicated as an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the "FSMA")) as received in connection with the issue or sale of the common stock in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA will be complied with in respect to anything done in relation to the common stock in, from or otherwise involving the United Kingdom.

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

The validity of the shares of common stock offered by this prospectus will be passed upon for us and the selling stockholders by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Certain legal matters relating to this offering will be passed upon for the underwriters by Shearman & Sterling LLP, New York, New York.

The financial statements as of January 2, 2016 and January 3, 2015 and for each of the three years in the period ended January 2, 2016 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement and its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and in each instance that a copy of such contract, agreement or document has been filed as an exhibit to the registration statement, we refer you to the copy that we have filed as an exhibit.

When we complete this offering, we will also be required to file annual, quarterly and special reports and other information with the SEC. Our filings with the SEC will be available to the public on the SEC's website at http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, our corporate website under the heading "Investors," at http://www.advancepierre.com. The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part. You may also read and copy, at SEC prescribed rates, any document we file with the SEC, including the registration statement (and its exhibits) of which this prospectus is a part, at the SEC's Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.

To the Board of Directors and Shareholders of AdvancePierre Foods Holdings, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), stockholders' deficit and of cash flows present fairly, in all material respects, the financial position of AdvancePierre Foods Holdings, Inc. and its subsidiaries at January 2, 2016 and January 3, 2015, and the results of their operations and their cash flows for each of the three years in the period ended January 2, 2016 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for current deferred income tax assets and liabilities and the manner for which it accounts for debt issuance costs in 2015.

/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
April 11, 2016, except for the effect of the change in the presentation of debt issuance costs discussed in Note 2 for which the date is May 27, 2016, and except for the effects of the stock split discussed in Note 24, for which the date is July 5, 2016

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share amounts)

	Fiscal Year Ended

	January 2, 2016		January 3, 2015			December 28, 2013
	52 Weeks		53 Weeks			52 Weeks
Net sales	$	1,611,611	$	1,577,627		$	1,491,998
Cost of goods sold		1,158,218		1,227,053			1,144,333
Distribution expenses		96,527		99,329			95,339
Restructuring expenses		2,492		2,046			21,444

Gross profit		354,374		249,199			230,882
Selling, general and administrative expenses		196,169		167,596			160,442
Impairment charges		—		—			5,497
Restructuring expenses		2,248		5,265			10,249
Other expense, net		5,550		259			780

Operating income		150,407		76,079			53,914
Interest expense:
Third party interest		91,187		92,628			91,957
Related party interest		3,124		3,177			2,910
Amortization of loan origination fees and original issue discount		10,066		9,828			9,738

Income (loss) before income tax provision		46,030		(29,554	)		(50,691	)
Income tax provision		8,919		8,389			6,356

Net income (loss)	$	37,111	$	(37,943	)	$	(57,047	)



Other comprehensive income (loss), net of tax:
Change in fair value of derivatives		2,294		(2,294	)		—

Other comprehensive income (loss)		2,294		(2,294	)		—



Comprehensive income (loss)	$	39,405	$	(40,237	)	$	(57,047	)



Net income (loss) per common share
Weighted average common shares outstanding—basic		65,350,463		64,209,838			63,502,480
Net income (loss) per common share—basic	$	0.57	$	(0.59	)	$	(0.90	)
Weighted average common shares outstanding—diluted		66,181,865		64,209,838			63,502,480
Net income (loss) per common share—diluted	$	0.56	$	(0.59	)	$	(0.90	)

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	January 2, 2016			January 3, 2015

Assets
Current Assets:
Cash and cash equivalents	$	4,505		$	97
Accounts receivable, net of allowance $15		82,618			99,249
Inventories		183,536			189,733
Donated food value of USDA commodity inventory		31,590			25,561
Prepaid expenses and other current assets		11,201			12,411

Total current assets		313,450			327,051
Property, plant and equipment, net		237,922			219,394

Other Assets:
Goodwill		299,708			275,262
Other intangibles, net		242,110			223,318
Other		2,969			3,768

Total other assets		544,787			502,348

Total assets	$	1,096,159		$	1,048,793



Liabilities and Shareholders' Deficit
Current Liabilities:
Current maturities of long-term debt	$	24,721		$	11,736
Trade accounts payable		43,896			67,709
Accrued payroll and payroll taxes		24,235			19,917
Accrued interest		20,028			20,980
Accrued advertising and promotion		25,289			13,504
Accrued obligations under USDA commodity program		30,541			28,525
Other accrued liabilities		37,548			17,665

Total current liabilities		206,258			180,036
Long-term debt:
Long-term debt, net of current maturities		1,202,065			1,244,166
Related party debt		31,772			31,644

		1,233,837			1,275,810

Deferred income taxes		42,750			35,292
Other long-term liabilities		40,541			24,693

Total liabilities		1,523,386			1,515,831

Commitments and contingencies (see notes 22 and 23)
Stockholders' Deficit:
Common stock—$0.01 par value, 500,000,000 shares authorized, 66,057,768 and 65,001,718 issued and outstanding at January 2, 2016 and January 3, 2015, respectively		651			641
Additional paid-in capital		3,549			1,783
Stockholder notes receivable		(3,884	)		(2,514	)
Accumulated deficit		(427,543	)		(464,654	)
Accumulated other comprehensive loss		—			(2,294	)

Total stockholders' deficit		(427,227	)		(467,038	)

Total liabilities and stockholders' deficit	$	1,096,159		$	1,048,793

ADVANCEPIERRE FOODS HOLDINGS, INC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(In thousands, except share amounts)

	Common Stock															Accumulated Other Comprehensive Loss

	Common Stock						Additional Paid-In Capital			Stockholder Notes Receivable			Accumulated Deficit						Total Stockholders' Deficit
	Shares			Amount			Additional Paid-In Capital			Stockholder Notes Receivable			Accumulated Deficit						Total Stockholders' Deficit
Balance at December 29, 2012		63,609,884		$	636		$	179		$	(5,471	)	$	(369,664	)	$	—		$	(374,320	)
Net loss					—			—			—			(57,047	)		—			(57,047	)
Issuance of liability classified vested shares		856,616			—			—			—			—			—			—
Stock-based compensation		172,593			2			2,047			—			—			—			2,049
Capital contribution		5,515,318			55			5,537			—			—			—			5,592
Redemption of stock		(7,199,359	)		(72	)		(7,227	)		—			—			—			(7,299	)
Issuance of stock		986,260			10			990			—			—			—			1,000
Change in accounting from equity to liability based stock awards					(2	)		(1,071	)		—			—			—			(1,073	)
Reclassification of liability based stock awards to equity					9			928			—			—			—			937
Stockholder notes:
Interest					—			—			(28	)		—			—			(28	)
Issuance					—			—			(1,067	)		—			—			(1,067	)
Retirement					—			—			3,905			—			—			3,905

Balance at December 28, 2013		63,941,312		$	638		$	1,383		$	(2,661	)	$	(426,711	)	$	—		$	(427,351	)



Net loss					—			—			—			(37,943	)		—			(37,943	)
Issuance of liability classified vested shares		1,060,406			—			—			—			—			—			—
Capital contribution		442,784			4			445			—			—			—			449
Redemption of stock		(442,784	)		(4	)		(445	)		—			—			—			(449	)
Change in fair value of derivatives					—			—			—			—			(2,294	)		(2,294	)
Reclassification of liability based stock awards to equity					3			400			—			—			—			403
Stockholder notes:
Interest					—			—			(44	)		—			—			(44	)
Issuance					—			—			(413	)		—			—			(413	)
Retirement					—			—			604			—			—			604

Balance at January 3, 2015		65,001,718		$	641		$	1,783		$	(2,514	)	$	(464,654	)	$	(2,294	)	$	(467,038	)



Net income					—			—			—			37,111			—			37,111
Issuance of liability classified vested shares		1,228,646			—			—			—			—			—			—
Redemption of stock		(172,596	)		(2	)		(318	)		—			—			—			(320	)
Change in fair value of derivatives					—			—			—			—			2,294			2,294
Reclassification of liability based awards to equity					12			2,084			—			—			—			2,096
Stockholder notes:
Interest					—			—			(50	)		—			—			(50	)
Issuance					—			—			(1,497	)		—			—			(1,497	)
Retirement					—			—			177			—			—			177

Balance at January 2, 2016		66,057,768		$	651		$	3,549		$	(3,884	)	$	(427,543	)	$	—		$	(427,227	)

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Year Ended

	January 2, 2016			January 3, 2015			December 28, 2013
	52 Weeks			53 Weeks			52 Weeks
Cash flows from operating activities
Net income (loss)	$	37,111		$	(37,943	)	$	(57,047	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization charges		62,857			58,005			57,337
Impairment charges		—			—			5,497
Amortization of loan origination fees and original issue discount		10,066			9,828			9,738
Loss (gain) on disposal of property, plant and equipment		1,223			36			(440	)
Deferred income tax provision		7,458			8,058			5,782
Stock-based compensation expense		17,198			2,744			2,502
Forgiveness of notes receivable from stockholders		87			604			3,905
Changes in operating assets and liabilities (excluding amounts from acquisitions):
Accounts receivable		18,945			(4,841	)		2,531
Inventories		14,298			(25,006	)		6,197
Prepaid expenses and other current assets		4,509			4,555			9,515
Cash overdrafts, accounts payable and accrued liabilities		(16,573	)		7,051			(10,235	)
Other		67			(231	)		(843	)

Net cash provided by operating activities		157,246			22,860			34,439

Cash flows used in investing activities
Purchases of property, plant and equipment		(35,861	)		(21,006	)		(19,513	)
Net cash used in acquisitions		(72,483	)		—			—
Proceeds from sale of property, plant and equipment		42			81			7,739

Net cash used in investing activities		(108,302	)		(20,925	)		(11,774	)

Cash flows used in financing activities
Loan origination fees		—			—			(423	)
Repayments on term loans and capital leases		(13,466	)		(16,257	)		(11,477	)
Borrowings on revolving line of credit		419,336			439,642			421,489
Repayments on revolving line of credit		(448,036	)		(425,100	)		(430,350	)
Redemption of stock		(963	)		—			(1,707	)
Issuance of stockholder notes receivable, net of retirements		(1,407	)		(413	)		(1,067	)
Issuance of stock		—			—			1,000

Net cash used in financing activities		(44,536	)		(2,128	)		(22,535	)

Net increase (decrease) in cash and cash equivalents		4,408			(193	)		130
Cash and cash equivalents, beginning of period		97			290			160

Cash and cash equivalents, end of period	$	4,505		$	97		$	290



Supplemental Cash Flow Information:
Cash paid (received) during the period for:
Interest, net	$	94,928		$	94,681		$	95,212
Income taxes paid (refunded), net		1,850			(59	)		(358	)
Significant non-cash transactions:
Accounts payable for construction in progress		1,982			1,358			301
Insurance premiums financed		3,266			4,288			4,543
Capital leases		305			839			300

ADVANCEPIERRE FOODS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

Description of Business. AdvancePierre Foods Holdings, Inc. (the "Company") is a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. The Company sells its value-added products to the foodservice, retail, convenience and industrial channels that correspond to its reportable segments. The Company markets and distributes a broad line of products in multiple product categories including ready-to-eat sandwiches, such as breakfast sandwiches, peanut butter and jelly ("PB&J") sandwiches and hamburgers; sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks; and other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites.

OCM Principal Opportunities Fund IV L.P. ("OCM") is the Company's majority shareholder. AdvancePierre Foods, Inc. ("APF") is a wholly-owned indirect subsidiary of the Company.

Stock Split. On June 16, 2016, the Company declared a 49.313-for-one stock split of its common stock with an effective date of June 21, 2016. The par value of the common stock was not adjusted as a result of the stock split. All share and per share amounts included in the consolidated financial statements and accompanying notes have been retroactivity adjusted to reflect the stock split. Fractional shares resulting from the stock split were rounded up to the nearest whole share.

Principles of Consolidation. The accompanying consolidated financial statements include the Company and its subsidiaries. All intercompany transactions have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include estimates of fair values for inventory, goodwill, other intangible assets and other long-lived assets, in addition to accounting estimates of sales discounts and promotional allowances, sales-in-transit, self-insurance reserves, fair value of restricted shares and useful lives assigned to intangible assets and property, plant and equipment. Actual results could differ from those estimates.

Fiscal Year. The Company operates on a 52-week or 53-week fiscal year ending on the Saturday closest to December 31. The fiscal year ended January 2, 2016 ("fiscal 2015") and December 28, 2013 ("fiscal 2013") were 52-week fiscal periods. The fiscal year ended January 3, 2015 ("fiscal 2014") was a 53-week fiscal period. The fiscal year ending December 31, 2016 ("fiscal 2016") will be a 52-week fiscal period.

Cash and Cash Equivalents. For financial statement presentation purposes, the Company presents book overdrafts, principally outstanding checks in excess of cash on hand in accounts with the same financial institution and with a legal right of offset, as book overdrafts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At January 2, 2016 and January 3, 2015, the Cash and cash equivalent balance included book overdrafts of $4,588 and $3,334, respectively. At both January 2, 2016 and January 3, 2015 the Company had no cash equivalents.

Cash in domestic bank accounts is insured by the Federal Deposit Insurance Corporation ("FDIC"). From time to time the Company deposits cash in interest-bearing domestic bank accounts that may not be fully insured by the FDIC.

Accounts Receivable. Allowances for doubtful accounts are maintained against accounts receivable for estimated losses resulting from the inability of customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. Accounts are written off against the allowance when it becomes evident collection will not occur.

Concentration of Credit Risk and Significant Customers. Trade accounts receivable potentially subject the Company to concentrations of credit risk. The Company performs periodic credit evaluations of its customers' financial conditions and generally does not require collateral. The Company encounters a certain amount of credit risk as a result of a concentration of receivables among a few significant customers. Aggregate sales to the Company's two largest customers, which operate in the Foodservice segment, represented approximately 13.6% and 12.0% of net sales in fiscal 2015, 12.9% and 12.2% of net sales in fiscal 2014, and 13.1% and 11.8% of net sales in fiscal 2013. If the Company should lose either of the above mentioned customers, it would have a material adverse effect on the Company's results. Accounts receivable included $13,520 and $25,087 from these two customers as of January 2, 2016 and January 3, 2015, respectively.

Inventories. Inventories are stated at the lower of cost (first-in, first-out) or market. Cost for inventory is composed of purchase price of raw materials plus conversion costs. The Company records reserves to reduce the carrying values of inventories to expected realizable value after considering expected disposition of the inventory, and if applicable, expected sales price and incremental costs to sell.

Property, Plant and Equipment. Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs which do not significantly extend the useful lives of assets are charged to operations whereas additions and betterments, including interest costs incurred during construction, which was not material for the fiscal years presented, are capitalized.

Depreciation of property, plant and equipment is provided over the estimated useful lives of the respective assets on the straight-line basis. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the terms of the respective leases. Property under capital leases is amortized over the terms of the respective leases. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation are removed from the accounts with any gain or loss recognized in Other expense, net.

In accordance with ASC 360, "Property, Plant and Equipment," ("ASC 360") when changes in circumstances indicate that carrying amounts may not be recoverable, the Company evaluates the recoverability of property, plant, and equipment not held for sale by comparing the carrying amount of the asset or group of assets against the estimated undiscounted future cash flows expected to result from the use of the asset or group of assets and their eventual disposition. If the undiscounted future cash flows are less than the carrying value of the asset or group of assets being evaluated, an impairment loss is recorded. The loss is measured as the difference between the fair value and carrying value of the asset or group of assets being evaluated. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less cost to sell. The estimated fair value is based on the best

information available under the circumstances, including prices for similar assets or the results of valuation techniques, including the present value of expected future cash flows using a discount rate commensurate with the risks involved.

Capitalized Internal-use Software Costs. Capitalized costs include external consulting fees and payroll and payroll-related costs for employees in the Company's information technology groups who are directly associated with, and who devote time to, the Company's internal-use software projects during the application development stage. Capitalization begins when the planning stage is complete and the Company commits resources to the software project. Amortization of the asset commences when the software is complete and placed in service. The Company amortizes completed internal-use software over the estimated useful lives of the internal-use computer software on a straight-line basis.

Goodwill and Other Intangibles. Other intangibles include recipes, customer relationships, non-competition agreements, licensing agreements, water and sewer usage permits and certain trade names and trademarks.

In accordance with ASC 350, "Intangibles—Goodwill and Other," ("ASC 350") the Company is required to test recorded goodwill and intangibles with indefinite lives for impairment at least annually. The Company tests annually for impairment at the end of the third quarter; however, these tests are performed more frequently when events or changes in circumstances indicate the carrying amount may not be recoverable. Indicators of impairment are reviewed on a quarterly basis to determine if an impairment test is deemed necessary. Goodwill is tested annually for impairment using a two-step process. The first step consists of comparing the fair value of the Company's reporting units to their respective carrying value. If the fair value exceeds the carrying value, the second step is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performed to determine the amount, if any, of impairment loss to recognize. The second step compares the implied fair value of goodwill to its carrying value. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized in the amount equal to the excess. The Company's annual goodwill impairment analysis, which was completed as of October 3, 2015, September 27, 2014 and September 28, 2013 did not result in an impairment charge.

Indefinite lived intangible assets other than goodwill are evaluated annually, or more frequently when events or changes in circumstances indicate the carrying amount may not be recoverable, for impairment. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair values of trademarks and trade names are determined using a royalty rate method based on expected revenues by trademark or trade name. The Company's annual evaluations of indefinite-lived intangibles did not indicate impairment in either fiscal 2015 or fiscal 2014. The Company has evaluated the useful life of its indefinite-lived asset and has concluded that it continues to meet such criteria.

During the third quarter of fiscal 2013, the remaining useful life of one of the Company's trade names was evaluated to determine whether events and circumstances continue to support an indefinite useful life. It was determined that an indefinite life was no longer appropriate. This conclusion was based on our expectations of the trade name's contributions to our future cash flows considering factors such as current long-term market outlook, plans for ongoing trade name support and promotion, and strength of the trade name. The Company expects the remaining useful life of this trade name to be fifteen years. Accordingly, the Company began amortizing this trade name beginning in September 2013. The change from an indefinite life to a fifteen year useful life constituted a triggering event

under ASC 350. The Company tested this trade name for impairment as of September 2013 based on financial forecasts and the expected useful life of fifteen years. Per the results of this valuation analysis, the carrying value of the trade name exceeded its fair value by $5,497 and accordingly, the Company recorded this amount as Impairment charges in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) ("consolidated statements of operations").

In addition, all other intangible assets with finite lives are reviewed for impairment in accordance with ASC 360. The Company's amortizable intangible assets are amortized using straight-line and accelerated amortization methods in order to allocate expected benefits derived from the assets over the estimated useful lives of such assets. During the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013, the Company's management noted no changes in circumstances that would have indicated carrying amounts of amortizable assets may not be recoverable. Accordingly, no impairment was recorded during the respective fiscal years.

Deferred Loan Origination Fees. Deferred loan origination fees associated with the Company's revolving credit facility and long-term debt are amortized based on the term of the respective loan agreements. All amortization expense related to deferred loan origination fees is included in interest expense. In connection with refinancing transactions, the Company evaluates debt on a creditor by creditor basis to assess whether the refinancing transaction results in a modification or an extinguishment with the issuance of new debt. Existing deferred loan origination fees are expensed or carried over and fees associated with the refinancing transaction are expensed or capitalized as appropriate under ASC 470, "Modifications and Extinguishments" ("ASC 470").

Revenue Recognition. The Company records revenues from sales of its food products at the time title transfers. Standard shipping terms for domestic customers are FOB destination point. Based on these terms, title passes at the time the product is delivered to the customer. For the majority of the Company's international customers, shipping terms are FOB shipping point. Based on these terms, title passes at the time the product departs from the Company's plant or warehouse. Revenue is recognized as the net amount to be received by the Company after deductions for estimated discounts, product returns, and other allowances. These estimates are based on historical trends and expected future payments (see also Advertising and Promotions below).

Cost of Goods Sold. The Company's cost of goods sold includes the following: raw material costs, manufacturing labor, manufacturing overhead including depreciation expense, manufacturing warehousing costs and shipping and handling costs related to the movement of finished goods from manufacturing locations to sales distribution centers and to customers.

Advertising and Promotions. The Company expenses advertising costs as incurred. These costs are included in Selling, general and administrative expenses. Advertising expense for fiscal 2015, fiscal 2014 and fiscal 2013 was $1,523, $986 and $1,760 respectively. Promotional expenses associated with rebates, marketing promotions, and special pricing arrangements are recorded as a reduction of net sales at the time the sale is recorded. Certain of these expenses are estimated based on historical trends, expected future payments to be made under these programs and expected future customer deductions to be

taken under these programs. The Company believes the estimates recorded in the consolidated financial statements are reasonable estimates of the liability under these programs.

USDA Commodity Program. The Company participates in the USDA Commodity Reprocessing Program (the "USDA Commodity Program") which provides food and nutrition assistance to schools. Under the provisions of the USDA Commodity Program, the Company receives government donated raw materials and processes them into finished food products for sale to schools. The USDA Commodity Program provides that, among other things, the Company bears the risk of loss, spoilage or obsolescence associated with donated food materials and finished goods produced using donated food. Obligations under the USDA Commodity Program and the related inventory are recorded at the USDA stipulated value of the donated commodity raw materials at the date the Company takes possession of the raw materials. Upon delivery of finished product to qualifying school customers, the inventory and associated liability are reduced and netted. As a result, revenues and cost of goods sold related to sales under the USDA Commodity Program are recorded exclusive of the value of the donated raw material product.

Stock-Based Compensation. The Company's compensation structure includes a stock-based incentive program that allows for the issuance of stock options, performance stock and restricted stock. Only the program for restricted stock is currently utilized. The Company records compensation expense related to stock-based compensation in accordance with ASC 718, "Compensation—Stock Compensation." See Note 16.

Research and Development. The Company expenses research and development costs, consisting of employee costs, supplies, travel, and production costs associated with product testing, as incurred. These costs are included in Selling, general and administrative expenses. Research and development expense for fiscal 2015, fiscal 2014 and fiscal 2013 was $6,551, $5,991 and $4,714 respectively.

Distribution Expenses. The Company expenses distribution costs as incurred. These costs include warehousing, fulfillment and freight costs.

Self-Insurance. The Company is self-insured for certain employee medical benefits and workers' compensation benefits. The Company maintains stop-loss coverage in order to limit its exposure to any significant level of employee medical and workers' compensation claims. Self-insurance expenses are accrued based on estimates of the aggregate liability for uninsured claims incurred using historical claims experience.

Income Taxes. The provision for income taxes is determined using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to an amount that is more likely than not to be realized. The Company follows accounting guidance related to accounting for uncertainty in income taxes to record uncertainties and judgments in the application of complex tax regulations (refer to Note 10 for more information).

Fair Value Accounting. The Company accounts for derivative financial instruments at fair value, as required by ASC 820 "Fair Value Measurement" ("ASC 820"). The Company has elected not to adopt fair value accounting for any assets or liabilities that are not required to be reported at fair value.

Derivative Financial Instruments. The Company holds derivative financial instruments from time to time including diesel fuel swap agreements, natural gas swap agreements, and forward foreign currency exchange contracts. The Company does not hold or issue derivative financial instruments for trading purposes. Changes in the fair value of derivative financial instruments that are effective as hedges are recorded in other comprehensive income ("OCI"). Deferred gains or losses are reclassified from OCI to the consolidated statements of operations in the same period as the gains or losses from the underlying transactions, including contract terminations, are recorded and are generally recognized in earnings. Changes in fair value that do not qualify for hedge accounting are immediately recognized in earnings.

Contingent Consideration. The Company has a liability associated with contingent consideration for the earn out payments related to a business acquisition as discussed in Note 3. The fair value of the contingent consideration is measured on a quarterly basis with any changes recognized in earnings in accordance with ASC 805 "Business Combinations" ("ASC 805"). The Company is required to make payments under the acquisition agreement based on the achievement of contractual minimum volumes. The Company has determined the fair value based on its assessment is highly likely that these minimum volumes will be achieved and accordingly has recorded the liability based on the net present value of the maximum payment amount stipulated in the contract.

Liquidity and Capital Resources. As discussed in Note 24, subsequent to January 2, 2016, the Company completed a refinancing of its first lien term loan, second lien term and revolving line of credit facility. Prior to the refinancing, the Company was assessing its liquidity and capital resources as discussed in the following paragraphs.

As of January 2, 2016, the Company had $897,250 and $375,000 in principal outstanding under its first lien term loan and second lien term loan, respectively, which mature on July 10, 2017 and October 10, 2017, respectively, and an additional $125,443 available for borrowing under its $175,000 revolving credit facility which matures on January 10, 2017. As discussed in Note 9, the Company's term loans and revolving credit facility contain a number of non-financial covenants imposing significant restrictions on the Company's business, including certain limitations on incurrence of additional indebtedness, investments, sales of assets and payments to the Company's stockholders. The Company's term loans and revolving credit facility also require mandatory prepayments under certain circumstances.

The Company is actively negotiating a new first lien term loan which it will also use to repay its second lien term loan. In addition, the Company is actively negotiating a new extended revolving credit facility. The Company will consider opportunities to refinance or otherwise reduce its indebtedness on favorable terms. Any further potential reduction of indebtedness or refinancing could require significant use of the Company's liquidity and capital resources.

The Company does not have sufficient capital resources in place currently to repay its term loans when they mature, and is in negotiations to refinance these obligations as well as its revolving credit facility before they come due. The Company believes that it will generate cash flows from operating activities to provide it with sufficient liquidity and capital resources to meet its current and future financial obligations, including its scheduled principal and interest payments, as well as to provide funds for working capital, capital expenditures, and other needs into the second quarter of 2017. While the Company believes it will be able to refinance its revolving credit facility, first lien term loan and second lien term loan, there can be no assurances that it can do so or whether it can do so on terms that

would be favorable. If the Company is unable to renew its revolving credit facility or refinance its first and second lien term loans prior to maturity, it would have a material adverse impact on the business and financial condition of the Company.

In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17, "Balance Sheet Classification of Deferred Taxes". The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and non-current amounts. The amendments will require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company adopted the guidance retrospectively in fiscal 2015 in order to simplify the classification of deferred taxes into non-current amounts. At January 3, 2015, the Company had a current deferred tax liability of $167 that was reclassified as non-current. At December 28, 2013, we had a current deferred tax asset of $624 that was reclassified as non-current. See Note 10.

In September 2015, the FASB issued ASU No. 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments". The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the ASU should be applied prospectively. The Company has adopted this guidance and determined there was no impact on fiscal 2015.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs". The new guidance changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for all entities for financial statements that have not been previously issued. The Company adopted the guidance in the first quarter of 2016. This adoption resulted in reductions of deferred loan origination fees and long-term debt, net of current maturities of $11,072 and $17,695 as of January 2, 2016 and January 3, 2015, respectively.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The new guidance will require lessees to recognize the assets and liabilities that arise from leases in the balance sheet, including operating leases. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of evaluating this guidance.

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory", which requires entities to measure most inventory "at the lower of cost and net realizable value," thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The updated guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating this guidance.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted.

On January 30, 2015 the Company acquired the wholesale business and production assets of Landshire, Inc. ("Landshire"), a manufacturer and marketer of sandwich products, and on April 24, 2015 acquired the business and production assets of Better Bakery, LLC ("Better Bakery"), a producer of high quality, premium stuffed sandwiches and other licensed products. The acquisitions bring a new set of premium products to the Company's portfolio that complement and increase its existing product offerings, and provide the Company with additional capacity for increased sandwich and bakery production. The sellers of Landshire entered into an agreement with the Company for an ongoing supply of product whereby the seller can earn additional acquisition consideration upon meeting certain volume thresholds.

The purchase prices for the acquisitions were funded by cash payments and in the case of Landshire estimated earn out payments to be paid in cash over three years based on volume performance under the supply agreement. The Company expects to make all additional consideration payments included in the acquisition agreement and therefore, has valued the liability as the net present value of the payment stream.

inputs, as defined by ASC 820. Such assets and liabilities include tangible and intangible assets whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Unobservable inputs were developed based on the best information available, which in some instances included the Company's own data.

The acquisitions were recorded in accordance with ASC 805. The net purchase prices were allocated to assets acquired and liabilities assumed based on estimated fair values at the date of the acquisitions as follows:

The Company assumed liabilities of $561 and $7,228 for Landshire and Better Bakery, respectively. The assumed liability for Better Bakery is primarily related to an onerous broker contract, the amount of which was determined in reference to prevailing market brokerage rates for the Company and projected future sales under the contract. $20,800 and $10,400 was assigned to customer relationships with useful lives of 15 years for Landshire and Better Bakery, respectively. $8,600 and $9,600 was assigned to amortizable trade names and trademarks with weighted average useful lives of 19 years and 17 years for Landshire and Better Bakery, respectively. $700 and $400 was assigned to non-competition agreements with useful lives of 3 years and 4 years for Landshire and Better Bakery, respectively. The goodwill arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the acquired businesses and integrating them into the Company, as well as the assembled workforce, and is deductible for tax purposes. The Company charged to Other expense, net $645 and $480 of acquisition related legal and professional fees expenses for Landshire and Better Bakery, respectively.

The following data table presents summarized pro forma results of the Company had the acquisitions occurred on December 29, 2013 (unaudited):

The 2015 pro forma net income includes $1,879 of non-recurring expenses of which $927 related to manufacturing start up inefficiencies and $952 related to severance, professional fees, travel and contract exit costs. The Company's consolidated net sales includes $40,646 and $8,220 for Landshire and Better Bakery, respectively, since the date of acquisition and net income of $7,768 for Landshire and net loss of $148 for Better Bakery since the date of acquisition.

As of January 2, 2016, other receivables included $9,398 for the Company's product contamination insurance policy claim related to the recall of stuffed chicken breast products that occurred in fiscal 2015. The $9,398 recognized under a loss contingency model is related primarily to the claim for net sales reductions due to product returns, marketing expense to support post-recall sales, and administrative expense due to professional fees and travel. The amount recorded represents the amount expected to be collected under the policy. The full amount of the insurance claim filed is $14,969, of which $1,000 is subject to self-insurance retention, and $3,175 represents amounts claimed under the business interruption section of the Company's contamination insurance policy which has been evaluated under a gain contingency model with no amounts recorded as of January 2, 2016.

The following table summarizes the recall receivable activity included in other receivables:

Of the $11,794 recorded in fiscal 2015, $6,244, $196, $1,670 and $3,654 were recorded to Cost of goods sold, Distribution expenses, Selling, general and administrative expenses, and Other expense, net, respectively.

The major components of and useful lives assigned in accordance with Company policy to property, plant and equipment are as follows:

Net book value of internally developed software costs included in software above was $5,777 and $5,876 as of January 2, 2016 and January 3, 2015, respectively. Depreciation of capitalized internal-use computer software costs included in depreciation expense below for fiscal 2015, fiscal 2014 and fiscal 2013 was $3,153 and $2,876 and $2,512 respectively.

Depreciation expense for fiscal 2015, fiscal 2014 and fiscal 2013 was $31,149, $28,182 and $26,740 respectively.

	January 2, 2016

	Weighted Avg. Useful Life (In yrs.)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangibles
Formulas	10	$	10,307	$	6,784	$	3,523
Trade name and trademarks	12		106,092		36,263		69,829
Non-compete	4		2,309		1,220		1,089
Customer relationships	14		270,610		133,035		137,575

			389,318		177,302		212,016
Indefinite-lived intangibles
Trade name and trademarks			27,175		—		27,175
Water and sewer usage permits			2,919		—		2,919

			419,412		177,302		242,110
Goodwill			299,708		—		299,708

		$	719,120	$	177,302	$	541,818

	January 3, 2015

	Weighted Avg. Useful Life (In yrs.)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangibles
Formulas	10	$	10,307	$	5,766	$	4,541
Trade name and trademarks	10		87,892		28,378		59,514
Non-compete	5		1,209		978		231
Customer relationships	14		239,410		110,472		128,938

			338,818		145,594		193,224
Indefinite-lived intangibles
Trade name and trademarks			27,175		—		27,175
Water and sewer usage permits			2,919		—		2,919

			368,912		145,594		223,318
Goodwill			275,262		—		275,262

		$	644,174	$	145,594	$	498,580

Amortization expense related to other intangibles was $31,708, $29,823 and $30,597 for fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

At January 2, 2016, expected future amortization expense for other intangibles was as follows:

The carrying amounts of goodwill by segment (there was no goodwill associated with the Industrial segment) are as follows:

Periodically, the Company enters into swap agreements to mitigate its exposure to fluctuations in prices of natural gas and diesel fuel and designates the agreements as cash flow hedges. The Company recognizes all derivatives on its Consolidated Balance Sheets at fair value.

Diesel Fuel Risk. The Company uses independent freight carriers to deliver its products. These carriers charge the Company a basic rate per mile that is subject to a mileage surcharge for diesel fuel price increases. In fiscal 2014, the Company entered into a variable to fixed rate commodity swap agreement with a financial counterparty to manage the fluctuations in fuel costs. The Company hedged approximately 60% of its diesel fuel requirements. The Company used the hedge agreements to mitigate the variability in monthly cash flows attributable to fuel surcharge rate changes caused by changes in U.S. No 2 Diesel Retail pricing, and not to speculate on the future price level of diesel fuel. The hedging instruments consisted of a series of financially settled fixed forward contracts with expiration dates ranging up to twelve months. The net amount paid or received upon monthly settlements is recorded as an adjustment to freight expense, while the effective change in fair value is recorded as a component of Accumulated Other Comprehensive Income (Loss) ("AOCI") in the equity section of the Consolidated Balance Sheets. As of January 2, 2016, no contracts were outstanding and therefore, the Company had no deferred net loss included in AOCI related to the diesel hedge.

Natural Gas Risk. The Company utilizes multiple providers of natural gas. In fiscal 2014, the Company entered into a series of variable to fixed rate commodity swap agreements with a financial counterparty to manage the fluctuations in natural gas costs. The Company hedged approximately 40% of its natural gas requirements. The Company used the hedge agreements to mitigate the variability in monthly cash flows attributable to natural gas price changes caused by changes in NYMEX pricing, and not to speculate on the future price level of natural gas. The hedging instruments consisted of a series of financially settled fixed forward contracts with expiration dates ranging up to twelve months. The net amount paid or received upon monthly settlements is recorded as an adjustment to utilities expense, while the effective change in fair value is recorded as a component of AOCI in the equity section of the Consolidated Balance Sheets. As of January 2, 2016, no contracts were outstanding and therefore, the Company had no deferred net loss included in AOCI related to the natural gas hedge.

The fair value of derivative instruments reported in the Consolidated Balance Sheets within Other accrued liabilities are as follows:

The effects of derivative instruments on the consolidated statements of operations for fiscal 2015, fiscal 2014 and fiscal 2013 are as follows:

Within the consolidated statements of operations, the diesel fuel swap is recorded in Distribution expenses and the natural gas swap is recorded in Cost of goods sold. In fiscal 2015, fiscal 2014 and fiscal 2013 no tax impact is reflected as any impact would be offset with a valuation allowance (see Note 10).

The Company entered into master netting agreements with a financial counterparty where they entered into commodity swap agreements that permitted the net settlement of amounts owed under their respective derivative contracts. Under these master netting agreements, net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event was allowed. The amounts under the master netting agreements were immaterial.

	January 2, 2016			January 3, 2015

2012 First Lien Term Loan, with floating interest rates, maturing July 10, 2017 net of original issue discount of $2,399 and $3,869 at January 2, 2016 and January 3, 2015, respectively	$	894,851		$	902,631
2012 Second Lien Term Loan, with floating interest rates, maturing October 10, 2017, net of original issue discount of $2,438 and $3,810 at January 2, 2016 and January 3, 2015, respectively		340,562			339,190
2012 Second Lien Term Loan held by related party, with floating interest rates, maturing October 10, 2017, net of original issue discount of $228 and $356 at January 2, 2016 and January 3, 2015, respectively		31,772			31,644
Revolving line of credit, maximum borrowings of $175,000 in fiscal 2015 and $150,000 in fiscal 2014 with floating interest rates, maturing January 10, 2017		—			28,705
Loan origination fees		(11,071	)		(17,695	)
Capitalized lease obligations maturing through fiscal 2018		861			992
Insurance premium financing		1,583			2,079

Total debt		1,258,558			1,287,546
Less: current maturities		(24,721	)		(11,736	)

Long-term debt	$	1,233,837		$	1,275,810

In connection with the 2012 issuance of a $925,000 first lien term loan (the "First Lien Term Loan") and a $375,000 second lien term loan (the "Second Lien Term Loan") (collectively, "Term Loans"), the Company paid $30,925 in aggregate financing fees; $26,839 were capitalized and amortized over the lives of the new loans. The First Lien Term Loan and the Second Lien Term Loan were issued with original issue discounts of $6,938 and $7,500, respectively. After considering the impact of the amortization of original issue discount and deferred financing fees, the effective interest rates for the First Lien Term Loan and the Second Lien Term Loan were 6.51% and 10.55%, respectively, at the issue date.

As discussed in Note 24, subsequent to January 2, 2016, the Company completed the refinancing of its Term Loans and revolving line of credit facility.

Borrowings under the Term Loans are subject to a variable rate interest determined based on either a LIBOR or bank base rate, plus a margin, as follows:

LIBOR borrowings under the Term Loans were subject to a minimum, or floor, LIBOR rate of 1.25%. Bank base rate borrowings under the Term Loans were subject to the prime rate plus margin. During both fiscal 2015 and fiscal 2014, the Company's debt was subject to LIBOR loan margins. At both January 2, 2016 and January 3, 2015, the interest rate for borrowings on the First Lien Term Loan was 5.75% and for the Second Lien Term Loan was 9.50%. Borrowings on the First Lien Term Loan were collateralized by a first-priority security interest in substantially all of the Company's assets except for accounts receivable, inventory and cash and cash equivalents that serve as first-priority collateral for the revolving facility, on which the First Lien Term Loan maintained a second-priority interest. Borrowings on the Second Lien Term Loan were collateralized by a second-priority security interest in substantially all of the Company's assets except for accounts receivable, inventory and cash and cash equivalents that serve as first-priority collateral for the revolving line of credit, on which the Second Lien Term Loan maintained a third-priority interest.

The First Lien Term Loan required mandatory prepayments upon the occurrence of certain defined events, including, but not limited to, dispositions of property, plant and equipment, depreciation of appraised value of property, plant and equipment, extraordinary cash receipts, and receipt of proceeds from certain gain contingencies. In addition, the First Lien Term Loan required mandatory prepayment of amounts equal to Excess Cash Flow (as defined in the Credit Agreement governing the First Lien Term Loan). No mandatory prepayments were required or made in fiscal 2014. For fiscal 2015, a mandatory prepayment related to Excess Cash Flow of $13,407 was made on April 6, 2016. However, certain debt holders exercised their option to reject the prepayment and $2.8 million of the payment was returned to the Company.

Pursuant to the Term Loans, the Company was required to satisfy non-financial covenants including, but not limited to, restrictions on incurrence of indebtedness and liens, declaration and

payment of distributions, making fundamental changes to the business and disposing of assets. The Company was in compliance with all such covenants as of January 2, 2016 and January 3, 2015. The Company is currently not subject to financial maintenance covenants except under certain conditions which have not been met.

During fiscal 2014, the revolving line of credit facility had a maximum borrowing limit of $150,000. In fiscal 2015, the maximum borrowing limit was increased to $175,000 and the maximum borrowing base limits were further subject to a borrowing base limitation derived from applying defined calculations to inventory and accounts receivable balances.

At January 2, 2016 and January 3, 2015, availability under the facility was as follows:

At January 3, 2015, the interest rate for borrowings on the revolving line of credit was 4.00% (base rate 3.25% plus 0.75% margin).

Future maturities of total debt excluding capital leases, were as follows as of January 2, 2016:

Actual income tax provision differs from amounts computed by applying a statutory federal income tax rate to reported income (loss). The following are reconciliations to the reported income tax provision:

Stock-based compensation expense creates a permanent book/tax difference because employee elections under Section 83(b) of the Internal Revenue Code establish the basis for the Company's income tax deduction for employee compensation as of the restricted stock grant dates, whereas the Company's recognition of compensation expense under the liability method of accounting (see Note 16) is affected by increases in restricted stock values subsequent to the grant dates.

The approximate tax effect of each type of temporary difference that gave rise to the Company's deferred income tax assets and liabilities as of January 2, 2016 follows:

	Assets			Liabilities			Total

Inventory cost capitalization and reserves	$	4,789		$	—		$	4,789
Other reserves and accruals		4,209			(940	)		3.269
Basis difference in property, plant and equipment		—			(16,794	)		(16,794	)
Amortization of intangible assets		—			(23,261	)		(23,261	)
Federal net operating loss carryforwards		76,678			—			76,678
State net operating loss carryforwards		11,153			—			11,153
Alternative minimum tax carryforward		1,502			—			1,502
State income tax credit		10,100			—			10,100
Other		307			(803	)		(496	)

Total deferred assets and liabilities		108,738			(41,798	)		66,940
Valuation allowance		(109,690	)		—			(109,690	)

Net deferred tax assets and liabilities	$	(952	)	$	(41,798	)	$	(42,750	)

The approximate tax effect of each type of temporary difference that gave rise to the Company's deferred income tax assets and liabilities as of January 3, 2015 follows:

	Assets			Liabilities			Total

Inventory cost capitalization and reserves	$	5,380		$	—		$	5,380
Other reserves and accruals		3,920			(1,109	)		2,811
Basis difference in property, plant and equipment		—			(14,205	)		(14,205	)
Amortization of intangible assets		—			(17,620	)		(17,620	)
Federal net operating loss carryforwards		88,873			—			88,873
State net operating loss carryforwards		13,521			—			13,521
Alternative minimum tax carryforward		632			—			632
State income tax credit		10,100			—			10,100
Other		1,850			(242	)		1,608

Total deferred assets and liabilities		124,276			(33,176	)		91,100
Valuation allowance		(126,392	)		—			(126,392	)

Net deferred tax assets and liabilities	$	(2,116	)	$	(33,176	)	$	(35,292	)

As of January 2, 2016, the Company had net operating losses ("NOL") carryforwards of $215,694 and $168,101 for federal and state purposes, respectively, which expire during the following years (as revised):

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. At each reporting date, the Company considers both negative and positive evidence that impacts the assessment of the realization of deferred tax assets. Based on the Company's evaluation of positive and negative evidence as of January 2, 2016, Management determined that a full valuation allowance should continue to be recorded against the deferred tax assets. Principal among the negative evidence was the sustained history of recent cumulative losses, in part related to fluctuations in commodity costs and a high degree of financial leverage. The amount of deferred tax assets considered realizable, however, could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

The following shows the activity in the valuation allowance for deferred tax assets:

$890 of deductions during fiscal 2015 and $895 of additions during fiscal 2014 have been recorded in OCI.

Net deferred tax assets and federal income tax expense in future years can be significantly affected by changes in enacted tax laws and rates or by unexpected adverse events that would impact management's conclusions as to the ultimate realizability of deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As of January 2, 2016, the Company's federal and state tax returns for fiscal 2011 through fiscal 2014 remain open under the relevant statutes.

Management believes that substantially all tax positions taken and expected to be taken and reflected in the consolidated financial statements at January 2, 2016 and January 3, 2015 are more likely than not to be sustained, based upon the technical merits, upon examination. As a result, no

material amounts were recorded to reverse the impact of tax benefits as of January 2, 2016 and January 3, 2015.

During fiscal 2013, the Company received $1,000 in proceeds from the sale of stock to a senior executive.

Concurrent with the restricted stock grants discussed in Note 16, employees and other recipients made elections under section 83(b) of the Internal Revenue Code, which resulted in immediate recognition of compensation for federal income tax purposes associated with the grants. The Company issued loans to the recipients, evidenced by promissory notes (the "Stockholder Notes"), for an amount approximately equal to their individual tax liability related to the 83(b) elections. The Stockholder Notes are secured by all shares issued to the respective recipients under the Company's 2009 Omnibus Equity Incentive Plan (the "Equity Incentive Plan") or any other equity incentive plan. In addition, the Stockholder Notes have recourse in the event of default by the recipient. Interest is charged on the outstanding balance at the mid-term applicable federal rate in effect at the issue date. As of January 2, 2016 and January 3, 2015, the interest rates on the Stockholder Notes ranged from 0.95% to 2.04%. The outstanding balance of $3,884 and $2,514, including principal and accrued interest, at January 2, 2016 and January 3, 2015, respectively, was classified as a reduction of stockholders' equity. The interest on Stockholder Notes of $50, $44, and $28 in fiscal 2015, fiscal 2014, and fiscal 2013, respectively is included in Related party interest in the consolidated statements of operations.

The Company leases certain plant, property and equipment under leases classified as capital leases. The leases have original terms ranging from one to six years. The assets covered under these leases have carrying values of approximately $861 and $938 as of January 2, 2016 and January 3, 2015, respectively.

The Company also leases cold storage space, machinery and equipment and real estate classified as operating leases with terms that are effective for varying periods through fiscal 2025. Certain of these leases have remaining renewal clauses, exercisable at the Company's option.

At January 2, 2016, the Company had minimum rental payments required under operating and capital leases as follows:

During fiscal 2012, the Company sold its Enid, OK cold storage facility with a net book value of $12,587 to an unrelated third party ("Enid DC Transaction"). Net proceeds from this sale were $25,704. Concurrent with this sale, the Company entered into an agreement to lease the property back from the purchaser over a minimum lease term of twenty years. The lease agreement contains provisions that, under certain conditions, may require the Company or a successor lessee to provide financial assurances that may be deemed to be collateral for sale-leaseback accounting purposes. As a result of these provisions, the Enid DC Transaction did not qualify for sale-leaseback accounting treatment in fiscal 2012. Accordingly, the Company maintains the real estate and related building and equipment on the January 2, 2016 and January 3, 2015 Consolidated Balance Sheets, respectively, and cash proceeds from the sale have been recorded in Other long-term liabilities, net of the current portion of $603, recorded in Other accrued liabilities. The lease agreement does not have a stated rate of interest. The implicit interest rate is 7.12% over the term of the agreement.

During fiscal 2014, the Company closed its administrative office in Edmond, OK but has a remaining obligation for the rental of the facility. At January 2, 2016 and January 3, 2015 this obligation was $71 and $237, respectively. Also during fiscal 2014, the Company entered into an operating lease for additional office space in Cincinnati, OH. A portion of the rent was abated at the start of the lease term. ASC 840—"Leases" ("ASC 840") states that lease payments should be charged to expense on a straight-line basis over the lease term. Accordingly, the Company recorded rent expense during fiscal 2015 and fiscal 2014 and an obligation for the deferred payments. At January 2, 2016 and January 3, 2015, this obligation was $342 and $197, respectively.

During fiscal 2015, the Company made business acquisitions as discussed in Note 3. A component of the purchase price for one of the acquisitions related to contingent consideration for earn out payments based on achieving minimum annual volume targets. At January 2, 2016, the fair value of the liability for the earn out payments was $19,628 with $9,956 classified in Other accrued liabilities and $9,672 classified in Other long-term liabilities. The Company assumed an onerous broker contract in one of the acquisitions. At January 2, 2016, the liability for this contract was $6,821 and was recorded in Other long-term liabilities.

During the past three years, the Company has initiated a number of restructuring programs, incurring expenses to integrate acquired businesses, improve the efficiency of its manufacturing and distribution network, and consolidate and reorganize its management and support teams.

As discussed in Note 3, during fiscal 2015, the Company made two business acquisitions and incurred $1,887 in expense in connection with the integration of the related operations. $927 of this expense was charged to gross profit and related primarily to reconfiguration of production lines and associated ramp up inefficiencies. $960 of this expense was charged to operating income and these expenses were composed of travel and meals, legal and professional fees, facility closing costs and related severance.

During fiscal 2015, the Company incurred $1,191 in expense that was charged to gross profit and related to reconfiguration of production lines at its Portland, ME manufacturing facility.

During fiscal 2013, the Company undertook various initiatives intended to improve its commercial effectiveness and reduce operating costs, the execution of which continued in both fiscal 2014 and fiscal 2015. These initiatives include:

In connection with the above named initiatives, the Company recorded $1,662, $6,842 and $2,495 in expenses related primarily to severance costs, relocation and recruiting costs, and professional fees in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. In fiscal 2015, $374 and $1,288 of this expense was charged to gross profit and operating income, respectively. In fiscal 2014, $1,614 and $5,228 of this expense was charged to gross profit and operating income, respectively. In fiscal 2013, the entire expense was charged to operating income.

During fiscal 2013, in connection with the reorganization, the Company recorded $7,359 in expenses related primarily to severance costs and debt forgiveness on Shareholder Notes. $308 and $7,051 of this expense was charged to gross profit and operating income, respectively

During fiscal 2014, and fiscal 2013, the Company incurred $37 and $703, respectively in expense charged to operating income in connection with the integration of the operations of the former Pierre Foods, Inc., Advance Food Company, Advance Brands, LLC and Barber Foods, LLC. In fiscal 2013, these expenses were composed of consulting and professional service fees, facility consolidations, and employee-related costs such as severance, relocation, and outplacement.

During fiscal 2012, the Company completed a comprehensive analysis of its manufacturing capacity and footprint and decided to close the Orange City, IA facility, consolidating its activities among existing facilities. In connection with the idling of the production line and the facility closure, the Company incurred $432 and $20,742 in expense charged to gross profit in fiscal 2014 and fiscal 2013, respectively. In fiscal 2013, these expenses were composed of $18,527 in costs associated with reconfiguration of production lines and related ramp up inefficiencies and $2,215 in warehousing and transportation costs.

All the above initiatives are complete as of January 2, 2016. The Company expects that the related cash payments will be substantially completed within fiscal 2016.

The following table summarizes the classification of restructuring costs in the consolidated statements of operations:

The following table reflects the activity regarding accrued liabilities for the Company's restructuring expenses as the result of the above initiatives. The accrued liabilities are included in Other accrued liabilities and Other long term liabilities in the consolidated balance sheets. The Company did not record any restructuring expenses directly attributable to its reportable segments.

Other expenses, net in fiscal 2015 are composed primarily of professional fees associated with merger and acquisition activity, and costs associated with a recall of stuffed chicken breasts (refer to Note 4 for more information).

The Company maintains a 401(k) retirement plan for employees which provides that the Company will make a matching contribution. For fiscal 2015, fiscal 2014 and fiscal 2013, the Company matched 100% for the first 3% of the employees' salary and 50% for the next 2%. The Company's contributions expensed under the plans were approximately $4,606, $4,415 and $3,795 for fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

The Company provides employee health insurance benefits through self-insurance group medical plans. The Company's contributions expensed for the self-insured group medical plans were approximately $22,251, $18,784 and $19,219 for fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Effective January 15, 2009, the Company's board of directors adopted the Equity Incentive Plan for the purpose of providing additional incentive to selected employees, directors and consultants whose contributions are essential to the growth and success of the Company's business. The Equity Incentive Plan provides that the Company may grant options, share appreciation rights, restricted shares, deferred shares, performance shares, unrestricted shares, other share-based awards or any combination of the foregoing awards. Awards under the Equity Incentive Plan are limited to 11,095,425 shares of the Company's common stock, subject to adjustment as provided in the Equity Incentive Plan document. The Equity Incentive Plan provides for board of directors' discretion in determining vesting periods, contractual lives and option exercise prices for each award issuance under the Equity Incentive Plan. Pursuant to the First Amended and Restated Stockholders' Agreement by and among the Company and its Stockholders and the individual award agreements, transfer of shares awarded under the Equity Incentive Plan is restricted.

During fiscal 2015, fiscal 2014 and fiscal 2013, the Company granted 779,154, 505,460 and 2,490,308 restricted shares, respectively, to key employees. The restricted shares vest over a three-year or four-year period with equal proportion of the shares vesting at the anniversary date of the grant in each of the three or four years in the vesting period. The fair value was estimated at the grant dates using an estimate of the enterprise value of the Company subtracting its debt net of cash, and applying an applicable liquidity discount. The enterprise value estimate was calculated by applying market benchmark multiples to our Adjusted EBITDA for the trailing twelve months as of the end of the most recent quarter for which a determination is made, and the corresponding amount was compared annually with the Company's estimated future discounted cash flows.

The following table summarizes the share activity during fiscal 2015, fiscal 2014 and fiscal 2013:

	Fiscal 2015					Fiscal 2014					Fiscal 2013

	Shares			Weighted Average Grant Date Fair Value per Share		Shares			Weighted Average Grant Date Fair Value per Share		Shares			Weighted Average Grant Date Fair Value per Share
Total Restricted Shares:
Balance at beginning of year		4,104,722		$	1.51		4,038,792		$	1.83		8,484,364		$	2.96
Granted		779,154		$	4.09		505,460		$	1.01		2,490,308		$	1.01
Forfeited		(172,596	)	$	1.01		(49,313	)	$	1.01		—
Repurchased		(172,596	)	$	1.01		(390,217	)	$	4.30		(6,935,880	)	$	2.92

Balance at end of year		4,538,684		$	1.99		4,104,722		$	1.51		4,038,792		$	1.83

Vested Restricted Shares:
Balance at beginning of year		1,857,157		$	1.85		1,186,968		$	2.81		7,093,639		$	2.66
Vested		1,228,646		$	1.43		1,060,406		$	1.68		1,029,209		$	4.54
Repurchased		(172,596	)	$	1.01		(390,217	)	$	4.30		(6,935,880	)	$	2.92

Balance at end of year		2,913,207		$	1.72		1,857,157		$	1.85		1,186,968		$	2.81

Unvested shares at end of year		1,625,477		$	2.46		2,247,565		$	1.22		2,851,824		$	1.42
Shares available for grant		914,707					1,348,661					1,804,806

During fiscal 2015, the Company granted restricted shares with weighted average fair values per share as follows:

The fair value of the restricted shares was determined contemporaneously with the grants.

Compensation expense, included in Selling, general and administrative expenses, associated with all outstanding stock awards, including credits for stock forfeitures, was $17,198, $2,744 and $2,502 for fiscal 2015, fiscal 2014 and fiscal 2013, respectively. As of January 2, 2016, total unrecognized compensation cost was approximately $8,386 related to unvested stock-based compensation arrangements granted under the Equity Incentive Plan. This cost is expected to be recognized over the next four fiscal years.

During fiscal 2013 and fiscal 2015, the Company repurchased terminated employees' vested stock with cash of $1,707 and $963, respectively. These shares were retired upon repurchase. In addition, in fiscal 2013 and fiscal 2014, OCM and Maine purchased terminated employees' vested stock with cash of $5,592 and $449, respectively. These purchases were reflected as a Capital contribution with related Redemption of stock in the Company's Consolidated Statements of Stockholders' Deficit. As of January 2, 2016 and January 3, 2015, the Company has a liability to the holders of those grants of $17,393 and $2,934, respectively. This liability is included in Other accrued liabilities in the Consolidated Balance Sheet as stockholders may resign at will or through termination which would result in the Company's repurchase of the stock based on past practices.

Restricted stock awards issued under the Equity Incentive Plan provide the Company with the right, but not the obligation to repurchase all or any portion of an employee's vested equity interests in the event that the employee's employment is terminated for any reason. The call right terminates immediately in the event of an initial public offering of at least 25% of the common stock of the Company. The Company has exercised this right in every instance of employment termination since inception of the Equity Incentive Plan. The purchase price for each equity interest is a value per equity interest determined pursuant to a valuation made in good faith by the board of directors of the Company and based on a reasonable valuation method. The exercise of this right has prevented the holders from bearing the risks and rewards of ownership in cases where employment is terminated shortly after vesting. Therefore, the Company has determined that liability classification of these awards is appropriate until the point that the shares have been vested for six months, a sufficient period of time to allow the holder to fully bear the risks and rewards of ownership. At this point, the award is reclassified from liabilities to equity.

Under liability classification, the Company is required to recognize a liability based on the stock award's fair value at each reporting period with reference to its vesting schedule. The fair value of the restricted stock was $1.01 as of December 29, 2012 and December 28, 2013, and increased to $1.52 and $10.24 as of January 3, 2015 and January 2, 2016, respectively. As such, additional compensation expense was recorded and the liability recognized was adjusted.

The Company has revised its rollforward of Additional Paid-In Capital within its Statement of Stockholders' Deficit to correctly present its restricted stock awards as a $2,096, $403 and $937 reclassification of liability based awards to equity for the years ended January 2, 2016, January 3, 2015 and December 28, 2013, respectively, rather than as being equity based awards with a reclassification from equity awards to liability awards. There was no net impact on total Additional Paid-In Capital or Stock-based Compensation. The Company has concluded that the impact to all prior periods was immaterial.

Fair value is the amount that would be received from the sale of an asset or paid for transfer of a liability in an orderly transaction between market participants, i.e., an exit price. To estimate an exit price, a three-level hierarchy is used. The three-level hierarchy for fair value measurements is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or a liability as follows:

Level 1—Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Valuation is based upon quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3—Valuation is based upon other unobservable inputs that are significant to the fair value measurements and are developed based on the best information available, which in some instances included the Company's own data.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The Company's non-derivative financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables and long-term debt. The estimated fair values of the financial instruments have been determined by the Company using available market information and appropriate valuation techniques. Considerable judgment is required, however, to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

At January 2, 2016 and January 3, 2015, excluding the Term Loans, the book values of each of the non-derivative financial instruments recorded in the Company's Consolidated Balance Sheets are considered representative of fair value due to variable interest rates, short terms to maturity and/or short length of time outstanding.

The Company recorded a liability of $2,294 to recognize the fair value of the Company's derivative instruments as of January 3, 2015. The carrying value of the Company's First Lien Term Loan was $894,851 and $902,631 at January 2, 2016 and January 3, 2015, respectively. The carrying value of the Company's Second Lien Term Loan was $375,000 at January 2, 2016 and January 3, 2015.

The Company recorded a liability of $19,293 at the time of acquisition to recognize the fair value of its contingent consideration related to the volume earn out from the 2015 acquisitions. Other than the accretion of the liability due to passage of time, there has been no change in the underlying assumptions used to calculate the fair value of the earn out since the acquisition date.

The following table summarizes the fair value measurement of the Company's Term Loans, derivatives and contingent consideration:

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Oaktree Capital Management, L.P. ("Oaktree"), provides certain management, advisory and consulting services to the Company pursuant to a Management Services Agreement effective September 30, 2010. Oaktree is the management company for OCM. Prior to September 30, 2015, Maine Street Holdings, Inc ("Maine") also provided certain management, advisory and consulting services to the Company pursuant to a Management Services Agreement effective September 30, 2010. Maine is controlled by the Company's minority owners. In consideration for the services provided, the Company was required to pay a quarterly management fee of $750, in advance, to both Oaktree and Maine. The Company was also required to reimburse Oaktree and Maine for certain out-of-pocket expenses incurred with respect to the performance of services. The Company recorded $11,566 and $2,250 in combined fees and expenses to Oaktree and Maine, respectively, in fiscal 2015, $13,111 and $3,000 in combined fees and expenses to Oaktree and Maine, respectively, in fiscal 2014, and $3,576 and $3,000 in combined fees and expenses to Oaktree and Maine, respectively, in fiscal

2013, all of these combined fees and expenses are included in Selling, general and administrative expenses. Under the Management Services Agreement, in the event of consummation of an initial registered public offering of the equity securities or equity interests of the Company or a sale of all or substantially all of the assets of the Company, the Company will pay Oaktree an aggregate success fee in an amount equal to three times the annual management fee. The Company is not required to make any further payments to Maine.

Oaktree and its affiliates are holders of the Second Lien Term Loan. At both January 2, 2016 and January 3, 2015, Oaktree and its affiliates held $31,772 and $31,644 of the carrying value of the Second Term Loan. Interest accrued to Oaktree and its affiliates was $692 and $726 as of January 2, 2016 and January 3, 2015, respectively, and is included in Accrued interest in the accompanying Consolidated Balance Sheets. The Company recorded Interest expense of $3,074, $3,133 and $2,882 during fiscal 2015, fiscal 2014 and fiscal 2013, respectively, on debt held by Oaktree and its affiliates.

The Company and its Audit Committee have adopted written procedures which restrict and govern related party transactions. Pursuant to those procedures, any related party transaction that would be required to be reported in this report must first be presented to and approved by the Company's Chief Executive Officer and Chief Financial Officer, and if the transaction is material, also by the Audit Committee before the Company makes a binding commitment to the related party.

Basic earnings per share is calculated based upon the weighted average number of outstanding common shares for the period, plus the effect of vested shares. Diluted earnings per share is calculated consistent with the basic earnings per share calculation plus the effect of dilutive unissued common shares related to stock-based employee compensation programs. All of the Company's unvested restricted stock awards were excluded from the computation of diluted net income (loss) per share for fiscal 2014 and fiscal 2013 because including them would have had an anti-dilutive effect due to the net loss position of the Company. There were no awards that could have diluted basic earnings per share in the future that were not included in the computation of diluted earnings per share in fiscal 2015 as all awards were dilutive.

The Company operates in four reportable segments: Foodservice, Retail, Convenience and Industrial.

The Foodservice segment supplies the diverse US "food-away-from-home" industry. The Company's foodservice customers include leading national and regional distributors with whom we have long-standing and collaborative relationships. The Company supplies to 89 of the largest 100 school districts, working closely with schools to develop nutritious meal options with good quality and value. The Company's diverse portfolio of products includes ready-to-eat sandwiches, such as breakfast sandwiches and PB&J sandwiches, sandwich components, such as Philly steaks and fully-cooked hamburger-patties, and other entrées and snacks, such as country-fried steak, stuffed entrées and chicken tenders.

The Retail segment supplies national and regional grocery chains, major warehouse club stores, mass retailers and dollar stores. The Company sells both branded and private label ready-to-eat sandwiches, such as grilled chicken sandwiches and stuffed pockets, sandwich components, such as chicken patties and Philly steaks and other entrées and snacks such as, stuffed chicken breasts.

The Convenience segment customers include national and regional convenience chains and vending providers. In the Convenience segment, the Company sells customized ready-to-eat sandwiches, such as breakfast sandwiches and burgers, sandwich components, such as chicken patties and other entrées and snacks, such as cinnamon dough bites.

The Industrial segment primarily supplies other food producers, such as packaged food companies under short-term co-manufacturing agreements.

Segment performance is evaluated by the Company's chief operating decision maker ("CODM") and is based on net sales and operating income. Unallocated corporate income (expense) includes executive management, finance and legal functions and refinancing related charges.

	Fiscal 2015			Fiscal 2014			Fiscal 2013

Net sales
Foodservice	$	886,095		$	829,563		$	740,854
Retail		395,941			399,621			378,970
Convenience		201,845			159,659			138,623
Industrial		127,730			188,784			233,551

Total	$	1,611,611		$	1,577,627		$	1,491,998



Operating income
Foodservice	$	134,287		$	70,592		$	56,663
Retail		28,543			13,488			6,418
Convenience		29,776			18,230			14,806
Industrial		2,767			1,998			1,626
Unallocated corporate expenses, net		(44,966	)		(28,229	)		(25,599	)

Total	$	150,407		$	76,079		$	53,914

The Company manages assets on a total company basis, not by operating segment. The CODM does not receive any asset information by operating segment and, accordingly, the Company does not report asset information by operating segment.

In October, 2012, in response to Sunland, Inc.'s peanut butter recall, the Company decided to initiate a voluntary recall of all products that had the potential to be contaminated with Salmonella. The Company recalled select frozen products including peanut butter and jelly sandwiches, peanut butter and jelly graham cracker sandwiches and peanut butter cup products all produced at its Easley, SC factory. The Company filed claims against Sunland Inc. to recover $1,242 of expenses incurred during fiscal 2012 in addition to sales interruption and other continuing or incidental losses for which the Company had not completed an estimate. In October 2013, Sunland, Inc. filed for bankruptcy under Chapter 7. In August 2014, the bankruptcy trustee filed motions seeking approval of the settlements reached with the insurance company and recall claimants for a buy-back of the insurance policy and payments to creditors on their recall claims. The Bankruptcy Court approved the agreements, and the Company recovered $775 from its claim against Sunland, Inc.

The Company evaluates contingencies based upon the best available information. The Company believes it has recorded appropriate liabilities to the extent necessary in cases where the outcome of such liabilities is considered probable and reasonably estimable, and that its assessment of contingencies is reasonable. To the extent that resolution of contingencies results in amounts that vary from management's estimates, future earnings will be charged or credited accordingly.

As part of its ongoing operations in the food processing industry, the Company is subject to extensive federal, state, and local regulations and its food processing facilities and food products are subject to frequent inspection, audits and inquiries by the USDA, the FDA, and various local health and agricultural agencies and by federal, state, and local agencies responsible for the enforcement of environmental, labor, and other laws and regulations. The Company is also involved in various legal actions arising in the normal course of business. These matters are continuously being evaluated and, in some cases, are being contested by the Company and the outcome is not predictable. Consequently, an estimate of the possible loss or range of loss associated with these actions cannot be made.

The Company is subject to risks and uncertainties inherent in the food processing industry, many of which are outside the Company's control, including raw material, energy and fuel costs, interest rates and general economic conditions. Commodity-based raw materials, including beef, chicken and pork, flour, seasonings, soy, and corrugate represent a significant portion of the Company's total annual expenditures. Unexpected or sustained increases in commodity prices underlying the Company's primary raw materials could materially increase the Company's cost of operations. Management continually monitors changes in the operating environment and takes action to mitigate the impact of adverse changes, including implementing price increases, productivity and cost savings initiatives and deferral or elimination of discretionary spend.

The Company has considered subsequent events through April 11, 2016, the date the consolidated financial statements were originally available to be issued, and May 27, 2016, the date the revised consolidated financials were available to be issued, and July 5, 2016, the date the revised consolidated financials were available to be issued with the effects of the stock split.

On June 21, 2016 the Company effected a 49.313-for-one stock split of the Company's issued and outstanding common shares and increased its authorized shares of common stock by 6,870,000 shares. The par value of the common stock was not adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying audited consolidated financial statements have been retroactively restated to reflect the stock split. Fractional shares resulting from the stock split were rounded up to the nearest whole share.

On June 2, 2016, the Company completed a new first lien term loan agreement with a combination of existing and new lenders for $1,300,000 which matures on June 2, 2023. The Company received proceeds of $1,293,500, net of original issue discount of $6,500, from issuance of the new first lien term loan, which were used to repay $1,259,346 of principal outstanding under the Term Loans (see Note 9), pay related accrued interest of $11,990 and pay expenses related to the refinancing (including prepayment penalties) of $18,510 (revised). The Company also retained $3,654 (revised) of the proceeds from issuance of the new first lien term loan. Borrowings under the new first lien term loan are subject to a variable rate interest determined based on either a LIBOR or bank base rate, plus a margin, of 3.75% and 2.75%, respectively. LIBOR borrowings under the new first lien term loan are subject to a minimum, or floor, LIBOR rate of 1.00%. Bank base rate borrowings under the new first lien term loan are subject to the prime rate plus margin. The new first lien term loan provides for mandatory quarterly principal repayments of $3,250 beginning September 30, 2016 until its final maturity in 2023, which requires a balloon payment of $1,212,250. The new first lien term loan agreement also provides for collateralization and non-financial covenants similar to the provisions of the First Lien Term Loan, including limitations on our ability to incur additional indebtedness or issue preferred stock, pay dividends or make distributions on our capital stock or repurchase our capital stock or to make other restricted payments, make certain investments, create liens on our assets, enter into transactions with affiliates, transfer and sell assets, merge, consolidate or sell all or substantially all of our assets, and create restrictions on dividends or other payments by our restricted subsidiaries. In addition, the new first lien term loan requires mandatory annual prepayment of amounts equal to Excess Cash Flow (as defined in the new first lien term loan agreement).

In addition, on June 2, 2016 the Company completed an amendment of the revolving credit facility which extends its maturity to June 2, 2021. The amended and extended revolving credit facility has a maximum borrowing limit of $175,000 which is further subject to a borrowing base limitation derived from applying defined calculations to inventory and accounts receivable balances, consistent with the original revolving line of credit more fully described in Note 9. Similar to the original revolving line of credit, the amended and extended agreement includes financial maintenance covenants that are only in force under certain conditions, along with non-financial covenants.

The Company is in the process of evaluating the guidance with regard to accounting for debt modifications and extinguishments as it relates to the refinancing. As of April 2, 2016, the Company currently has $4,306 and $9,362 recorded as original issue discount and loan origination fees included in long term debt which could be written off as a result of this analysis if it is determined that the Term Loan has been extinguished for accounting purposes.

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per share amounts)
(Unaudited)

	Fiscal Quarter Ended

	April 2, 2016		April 4, 2015
	13 Weeks		13 Weeks
Net sales	$	394,495	$	426,509
Cost of goods sold		270,486		314,058
Distribution expenses		23,818		25,003
Restructuring expenses		—		294

Gross profit		100,191		87,154
Selling, general and administrative expenses		54,384		46,222
Restructuring expenses		12		633
Other expense, net		1,985		761

Operating income		43,810		39,538
Interest expense:
Third party interest		22,466		23,252
Related party interest		754		755
Amortization of loan origination fees and original issue discount		2,587		2,503

Income before income tax provision		18,003		13,028
Income tax provision		1,439		2,499

Net income	$	16,564	$	10,529



Other comprehensive income, net of tax:
Change in fair value of derivatives		—		204

Other comprehensive income		—		204



Comprehensive income	$	16,564	$	10,733



Net income per common share
Average common shares outstanding—basic		66,025,281		65,145,051
Basic per share net income	$	0.25	$	0.16
Average common shares outstanding—diluted		66,880,841		66,258,254
Diluted per share net income	$	0.25	$	0.16

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)
(Unaudited)

	April 2, 2016			January 2, 2016

Assets
Current Assets:
Cash and cash equivalents	$	26,898		$	4,505
Accounts receivable, net of allowance of $15		94,238			82,618
Inventories		181,181			183,536
Donated food value of USDA commodity inventory		23,896			31,590
Prepaid expenses and other current assets		10,737			11,201

Total current assets		336,950			313,450
Property, plant and equipment, net		238,663			237,922

Other Assets:
Goodwill		299,708			299,708
Other intangibles, net		234,360			242,110
Other		3,255			2,969

Total other assets		537,323			544,787

Total assets	$	1,112,936		$	1,096,159



Liabilities and Stockholders' Deficit
Current Liabilities:
Current maturities of long-term debt	$	21,056		$	24,721
Trade accounts payable		53,697			43,896
Accrued payroll and payroll taxes		14,691			24,235
Accrued interest		19,598			20,028
Accrued advertising and promotion		30,783			25,289
Accrued obligations under USDA commodity program		25,246			30,541
Other accrued liabilities		39,692			37,548

Total current liabilities		204,763			206,258
Long-term debt:
Long-term debt, net of current maturities		1,205,057			1,202,065
Related party debt		31,804			31,772

		1,236,861			1,233,837

Deferred income taxes		43,763			42,750
Other long-term liabilities		34,723			40,541

Total liabilities		1,520,110			1,523,386

Commitments and contingencies (see note 20)
Stockholders' Deficit:
Common stock—$0.01 par value, 500,000,000 shares authorized, 65,875,722 and 66,057,768 issued and outstanding at April 2, 2016 and January 2, 2016, respectively		651			651
Additional paid-in capital		3,914			3,549
Stockholder notes receivable		(760	)		(3,884	)
Accumulated deficit		(410,979	)		(427,543	)

Total stockholders' deficit		(407,174	)		(427,227	)

Total liabilities and stockholders' deficit	$	1,112,936		$	1,096,159

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(In thousands, except share amounts)
(Unaudited)

	Common Stock

	Common Stock						Additional Paid-In Capital			Stockholder Notes Receivable			Accumulated Deficit			Total Stockholders' Deficit
	Shares			Amount			Additional Paid-In Capital			Stockholder Notes Receivable			Accumulated Deficit			Total Stockholders' Deficit
Balance at January 2, 2016		66,057,768		$	651		$	3,549		$	(3,884	)	$	(427,543	)	$	(427,227	)
Net income		—			—			—			—			16,564			16,564
Issuance of liability classified vested shares		37,136			—			—			—			—			—
Redemption of stock		(219,182	)		(2	)		(1,024	)		—			—			(1,026	)
Reclassification of liability based stock awards to equity		—			2			1,389			—			—			1,391
Stockholder notes:
Interest		—			—			—			(14	)		—			(14	)
Issuance		—			—			—			(81	)		—			(81	)
Retirement		—			—			—			3,219			—			3,219

Balance at April 2, 2016		65,875,722		$	651		$	3,914		$	(760	)	$	(410,979	)	$	(407,174	)

ADVANCEPIERRE FOODS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

	Fiscal Quarter Ended

	April 2, 2016			April 4, 2015
	13 Weeks			13 Weeks
Cash flows from operating activities
Net income	$	16,564		$	10,529
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization charges		15,808			14,253
Amortization of loan origination fees and original issue discount		2,587			2,503
Loss on disposal of property, plant and equipment		8			46
Deferred income tax provision		1,013			2,084
Stock-based compensation expense		2,739			552
Forgiveness of notes receivable from stockholders		32			—
Changes in operating assets and liabilities (excluding amounts from acquisitions):
Accounts receivable		(11,620	)		(7,975	)
Inventories		2,355			(17,914	)
Prepaid expenses and other current assets		464			551
Cash overdrafts, accounts payable and accrued liabilities		10,503			(20,876	)
Other		(320	)		65

Net cash provided by (used in) operating activities		40,133			(16,182	)

Cash flows used in investing activities
Purchases of property, plant and equipment		(9,762	)		(6,775	)
Net cash used in acquisitions		—			(40,678	)
Proceeds from sale of property, plant and equipment		—			12

Net cash used in investing activities		(9,762	)		(47,441	)

Cash flows from financing activities
Repayments on term loans and capital leases		(3,294	)		(3,425	)
Borrowings on revolving line of credit		64,545			181,097
Repayments on revolving line of credit		(64,360	)		(105,450	)
Repayments on other long-term liabilities		(6,558	)		—
Redemption of stock		(779	)		—
Retirement of stockholder notes receivable		2,711			—
Issuance of stockholder notes receivable		(81	)		(140	)
Payment of deferred initial public offering costs		(162	)		—

Net cash (used in) provided by financing activities		(7,978	)		72,082

Net increase in cash and cash equivalents		22,393			8,459
Cash and cash equivalents, beginning of period		4,505			97

Cash and cash equivalents, end of period	$	26,898		$	8,556



Supplemental Cash Flow Information:
Cash paid (received) during the period for:
Interest, net	$	23,510		$	24,616
Income taxes paid (refunded), net		62			(39	)
Significant non-cash transactions:
Accounts payable for construction in progress		1,027			733
Common stock surrendered to retire stockholder notes receivable		476			—
Accrued liabilities for deferred initial public offering costs		368			—

ADVANCEPIERRE FOODS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)
(Unaudited)

Description of Business. AdvancePierre Foods Holdings, Inc. (the "Company") is a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. The Company sells its value-added product to the foodservice, retail, convenience and industrial channels that correspond to its reportable segments. The Company markets and distributes a broad line of products in multiple product categories including ready-to-eat sandwiches, such as breakfast sandwiches, peanut butter and jelly ("PB&J") sandwiches and hamburgers; sandwich components, such as fully-cooked hamburger and chicken patties and Philly steaks; and other entrées and snacks, such as country fried steak, stuffed entrées, chicken tenders and cinnamon dough bites.

OCM Principal Opportunities Fund IV L.P. ("OCM") is the Company's majority shareholder. AdvancePierre Foods, Inc. ("APF") is a wholly-owned indirect subsidiary of the Company.

Basis of Presentation. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which are of a normal recurring nature, necessary to state fairly our financial position as of April 2, 2016, and the results of operations and cash flows for the thirteen weeks ended April 2, 2016 ("1^st Quarter 2016") and April 4, 2015 ("1^st Quarter 2015"). The results of operations are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements do not include footnotes and certain financial information as required annually under GAAP and therefore, should be read in conjunction with the annual audited consolidated financial statements for the year ended January 2, 2016.

Principles of Consolidation. The accompanying consolidated financial statements include the Company and its subsidiaries. All intercompany transactions have been eliminated.

Liquidity and Capital Resources. As discussed in Note 21, subsequent to April 2, 2016 the Company completed a refinancing of its first lien term loan, second lien term loan and revolving line of credit facility. Prior to the refinancing, the Company was assessing its liquidity and capital resources as discussed in the following paragraphs.

As of April 2, 2016, the Company had $894,937 and $375,000 in principal outstanding under its first lien term loan and second lien term loan, respectively, which mature on July 10, 2017 and October 10, 2017, respectively, and an additional $137,255 available for borrowing under its $175,000 revolving credit facility which matures on January 10, 2017. As discussed in Note 9, the Company's term loans and revolving credit facility contain a number of non-financial covenants imposing significant restrictions on the Company's business, including certain limitations on incurrence of additional indebtedness, investments, sales of assets and payments to the Company's stockholders. The

Company's term loans and revolving credit facility also require mandatory prepayments under certain circumstances.

The Company does not have sufficient capital resources in place to repay its term loans when they mature, and is in negotiations to refinance these obligations as well as its revolving credit facility before they come due. The Company believes that it will generate cash flows from operating activities to provide it with sufficient liquidity and capital resources to meet its current and future financial obligations, including its scheduled principal and interest payments, as well as to provide funds for working capital, capital expenditures, and other needs into the second quarter of 2017. While the Company believes it will be able refinance its revolving credit facility, first lien term loan and second lien term loan, there can be no assurances that it can do so or whether it can do so on terms that would be favorable. If the Company is unable to renew its revolving credit facility or refinance its first and second lien term loans prior to maturity, it would have a material adverse impact on the business and financial condition of the Company.

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs". The new guidance changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The updated guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted the guidance in the first quarter of 2016. The impact resulted in reductions of deferred loan origination fees and long-term debt, net of current maturities of $9,362 and $11,071 as of April 2, 2016 and January 2, 2016, respectively.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting". The new guidance simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. The updated guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for all entities in any interim or annual period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is in the process of evaluating this guidance.

In February 2016, the FASB issued ASU ("ASU") No. 2016-02, "Leases (Topic 842)". The new guidance will require lessees to recognize the assets and liabilities that arise from leases in the balance sheet, including operating leases. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. The Company is in the process of evaluating this guidance.

On January 30, 2015 the Company acquired the wholesale business and production assets of Landshire, Inc. ("Landshire"), a manufacturer and marketer of sandwich products, and on April 24, 2015 the Company acquired the business and production assets of Better Bakery, LLC ("Better Bakery"), a producer of high quality, premium stuffed sandwiches and other licensed products. The acquisitions bring a new set of premium products to the Company's portfolio that complement and increase its existing product offerings, and provide the Company with additional capacity for increased sandwich and bakery production. The seller of Landshire entered into an agreement with the Company for an ongoing supply of product whereby the seller can earn additional acquisition consideration upon meeting certain volume thresholds.

payments included in the acquisition agreement and therefore, has valued the liability as the net present value of the payment stream.

In connection with these acquisitions, the Company performed valuations of the acquired assets and assumed liabilities. Intangible assets identified in the valuation included customer relationships, trade name and trademarks, and non-competition agreements. Fair values were derived using Level 3 inputs, as defined by ASC 820. Such assets and liabilities include tangible and intangible assets whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Unobservable inputs were developed based on the best information available, which in some instances included the Company's own data.

The Company assumed liabilities of $561 and $7,228 for Landshire and Better Bakery, respectively. The assumed liability for Better Bakery is primarily related to an onerous broker contract, the amount of which was determined in reference to prevailing market brokerage rates for the Company and projected future sales under the contract. $20,800 and $10,400 was assigned to customer relationships with a useful lives of 15 years for Landshire and Better Bakery, respectively. $8,600 and $9,600 was assigned to amortizable trade names and trademarks with weighted average useful lives of 19 years and 17 years for Landshire and Better Bakery, respectively. $700 and $400 was assigned to non-competition agreements with useful lives of 3 years and 4 years for Landshire and Better Bakery, respectively. The goodwill arising from the acquisitions consists largely of the synergies and economies of scale expected from combining the acquired businesses and integrating them into the Company, as well as the assembled workforce, and is deductible for tax purposes. During the 1^st Quarter 2015, the Company charged to Other expense, net $361 and $206 of acquisition related legal and professional fees expenses for Landshire and Better Bakery, respectively.

The following data table presents summarized 1^st Quarter 2015 unaudited pro forma results of the Company had the acquisitions occurred on January 4, 2015:

The Company's 1^st Quarter 2015 consolidated net sales includes $7,329 and net income includes $1,302 for Landshire since the date of acquisition.

As of April 2, 2016 and January 2, 2016, other receivables included $8,645 and $9,398, respectively for the Company's product contamination insurance policy claim related to the recall of stuffed chicken breast products that occurred in fiscal 2015. The $8,645 and $9,398 recognized under a loss contingency model is related primarily to the claim for net sales reductions due to product returns, marketing expense to support post-recall sales, and administrative expense due to professional fees and travel. The amount recorded represents the amount expected to be collected under the policy. The full amount of the insurance claim filed is $16,653, of which $1,000 is subject to self-insurance retention and $3,175 represents amounts claimed under the business interruption section of the Company's contamination insurance policy which has been evaluated under a gain contingency model with no amounts recorded as of April 2, 2016 and January 2, 2016, respectively.

The following table summarizes the recall receivable activity included in other receivables:

Of the $1,684 recorded in 1st Quarter 2016, $531, $25, $872 and $256 were recorded to Cost of goods sold, Distribution expenses, selling, general and administrative expenses and Other expense, net, respectively.

Inventories are stated at the lower of cost (first-in, first-out) or market. Cost for inventory is composed of purchase price of raw materials plus conversion costs. Inventories by major classification are as follows:

The major components of and useful lives assigned in accordance with Company policy to property, plant and equipment are as follows:

Net book value of internally developed software costs included in software above was $5,314 and $5,777 as of April 2, 2016 and January 2, 2016, respectively. Depreciation of capitalized internal-use computer software costs included in depreciation expense below for 1st Quarter 2016 and 1^st Quarter 2015 was $749 and $762, respectively.

Depreciation expense for 1^st Quarter 2016 and 1^st Quarter 2015 was $8,058 and $7,268, respectively.

	April 2, 2016

	Weighted Avg. Useful Life (In yrs.)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangibles
Formulas		10	$	10,307	$	7,028	$	3,279
Trade name and trademarks		12		106,092		38,349		67,743
Non-compete		4		2,309		1,352		957
Customer relationships		14		270,610		138,323		132,287

				389,318		185,052		204,266
Indefinite-lived intangibles
Trade name and trademarks				27,175		—		27,175
Water and sewer usage permits				2,919		—		2,919

				419,412		185,052		234,360
Goodwill				299,708		—		299,708

			$	719,120	$	185,052	$	534,068

	January 2, 2016

	Weighted Avg. Useful Life (In yrs.)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangibles
Formulas		10	$	10,307	$	6,784	$	3,523
Trade name and trademarks		12		106,092		36,263		69,829
Non-compete		4		2,309		1,220		1,089
Customer relationships		14		270,610		133,035		137,575

				389,318		177,302		212,016
Indefinite-lived intangibles
Trade name and trademarks				27,175		—		27,175
Water and sewer usage permits				2,919		—		2,919

				419,412		177,302		242,110
Goodwill				299,708		—		299,708

			$	719,120	$	177,302	$	541,818

Amortization expense related to amortizable intangibles was $7,750 and $6,985 for 1^st Quarter 2016 and 1^st Quarter 2015, respectively.

At April 2, 2016, expected future amortization expense for amortizable intangibles was as follows:

The carrying amounts of goodwill by segment (there was no goodwill associated with the Industrial segment) are as follows:

Diesel Fuel Risk. The Company uses independent freight carriers to deliver its products. These carriers charge the Company a basic rate per mile that is subject to a mileage surcharge for diesel fuel price increases. In fiscal 2014, the Company entered into a variable to fixed rate commodity swap agreement with a financial counterparty to manage the fluctuations in fuel costs. The Company hedged approximately 60% of its diesel fuel requirements. The Company used the hedge agreements to mitigate the variability in monthly cash flows attributable to fuel surcharge rate changes caused by changes in U.S. No 2 Diesel Retail pricing, and not to speculate on the future price level of diesel fuel. The hedging instruments consisted of a series of financially settled fixed forward contracts with expiration dates ranging up to twelve months. The net amount paid or received upon monthly settlements is recorded as an adjustment to freight expense, while the effective change in fair value is recorded as a component of Accumulated Other Comprehensive Income (Loss) ("AOCI") in the equity section of the Consolidated Balance Sheets. As of both April 2, 2016 and January 2, 2016, respectively, no contracts were outstanding and therefore, the Company had no deferred net loss included in AOCI related to the diesel hedge.

of its natural gas requirements. The Company used the hedge agreements to mitigate the variability in monthly cash flows attributable to natural gas price changes caused by changes in NYMEX pricing, and not to speculate on the future price level of natural gas. The hedging instruments consisted of a series of financially settled fixed forward contracts with expiration dates ranging up to twelve months. The net amount paid or received upon monthly settlements is recorded as an adjustment to utilities expense, while the effective change in fair value is recorded as a component of AOCI in the equity section of the Consolidated Balance Sheets. As of both April 2, 2016 and January 2, 2016, respectively, no contracts were outstanding and therefore, the Company had no deferred net loss included in AOCI related to the natural gas hedge.

There was no effect of derivative instruments in 1^st Quarter 2016 on the consolidated statements of operations. The effects of derivative instruments on the consolidated statements of operations for 1st Quarter 2015 are as follows:

Within the consolidated statements of operations, the diesel fuel swap is recorded in Distribution expenses and the natural gas swap is recorded in Cost of goods sold. In 1^st Quarter 2015, no tax impact is reflected as any impact would be offset with a valuation allowance (see Note 10).

	April 2, 2016			January 2, 2016

2012 First Lien Term Loan, with floating interest rates, maturing July 10, 2017 net of original issue discount of $2,014 and $2,399 at April 2, 2016 and January 2, 2016, respectively	$	892,923		$	894,851
2012 Second Lien Term Loan, with floating interest rates, maturing October 10, 2017, net of original issue discount of $2,096 and $2,438 at April 2, 2016 and January 2, 2016, respectively		340,904			340,562
2012 Second Lien Term Loan held by related party, with floating interest rates, maturing October 10, 2017, net of original issue discount of $196 and $228 at April 2, 2016 and January 2, 2016, respectively		31,804			31,772
Revolving line of credit, maximum borrowings of $175,000 with floating interest rates, maturing January 10, 2017		185			—
Loan origination fees		(9,362	)		(11,071	)
Capitalized lease obligations maturing through fiscal 2018		714			861
Insurance premium financing		749			1,583

Total debt		1,257,917			1,258,558
Less: current maturities		(21,056	)		(24,721	)

Long-term debt	$	1,236,861		$	1,233,837

As discussed in Note 21, subsequent to April 2, 2016, the Company completed a refinancing of its Term Loans and revolving line of credit facility.

Borrowings under the Term Loans were subject to a variable rate interest determined based on either a LIBOR or bank base rate, plus a margin, as follows:

LIBOR borrowings under the Term Loans were subject to a minimum, or floor, LIBOR rate of 1.25%. Bank base rate borrowings under the Term Loans were subject to the prime rate plus margin. During both 1^st Quarter 2016 and 1^st Quarter 2015, the Company's debt was subject to LIBOR loan margins. At both April 2, 2016 and January 2, 2016, the interest rate for borrowings on the First Lien Term Loan was 5.75% and for the Second Lien Term Loan was 9.50%. Borrowings on the First Lien Term Loan were collateralized by a first-priority security interest in substantially all of the Company's assets except for accounts receivable, inventory and cash and cash equivalents that serve as first-priority collateral for the revolving line of credit, on which the First Lien Term Loan maintains a second-priority interest. Borrowings on the Second Lien Term Loan were collateralized by a second-priority security interest in substantially all of the Company's assets except for accounts receivable, inventory and cash and cash equivalents that serve as first-priority collateral for the revolving line of credit, on which the Second Lien Term Loan maintained a third-priority interest.

The First Lien Term Loan required mandatory prepayments upon the occurrence of certain defined events, including, but not limited to, dispositions of property, plant and equipment, depreciation of appraised value of property, plant and equipment, extraordinary cash receipts, and receipt of proceeds from certain gain contingencies. In addition, the First Lien Term Loan required mandatory prepayment of amounts equal to Excess Cash Flow (as defined in the Credit Agreement governing the First Lien Term Loan). For the fiscal year ended January 2, 2016, a mandatory prepayment related to Excess Cash Flow of approximately $13,407 was determined. This payment was made in the second quarter of 2016. However, certain debt holders exercised their option to reject the prepayment and $2,815 of the payment was returned to the Company.

Pursuant to the Term Loans, the Company was required to satisfy non-financial covenants including, but not limited to, restrictions on incurrence of indebtedness and liens, declaration and payment of distributions, making fundamental changes to the business and disposing of assets. The Company was in compliance with all such covenants as of April 2, 2016 and January 2, 2016. The Company is currently not subject to financial maintenance covenants except under certain conditions which have not been met.

The maximum borrowing limit on the revolving line of credit is $175,000 and the maximum borrowing base limits are further subject to a borrowing base limitation derived from applying defined calculations to inventory and accounts receivable balances.

At April 2, 2016 and January 2, 2016, availability under the facility was as follows:

At April 2, 2016, the interest rate for borrowings on the revolving line of credit was 4.25% (base rate 3.50% plus 0.75% margin).

Future maturities of total debt excluding capital leases, were as follows as of April 2, 2016:

The income tax provision and related effective tax rates for the three months ended April 2, 2016 and April 4, 2015, respectively are as follows:

Income tax expense is driven by changes in non-reversing deferred tax liabilities as a result of the tax amortization on indefinite-lived intangible assets, including goodwill. The tax amortization on indefinite-lived intangible assets is approximately the same amount in 1^st Quarter 2016 compared to 1^st Quarter 2015 since the balance of indefinite-lived intangible assets has not changed significantly over that period. The change in the effective tax rate is due to the change in Income before income tax provision for 2016 compared to 2015.

Income taxes are accounted for in accordance with authoritative guidance for accounting for income taxes under which deferred tax assets and liabilities are determined based on the difference between their financial statement basis and tax basis, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has favorable tax attributes, such as significant tax-deductible depreciation and amortization and U.S. federal and state net operating losses which result in minimal cash paid for income taxes. The majority of our income tax expense consists of non-cash provisions for deferred income tax liabilities.

each reporting date, the Company considers both negative and positive evidence that impacts the assessment of the realization of deferred tax assets. Based on the Company's evaluation of positive and negative evidence as of April 2, 2016, Management determined that a full valuation allowance should continue to be recorded against the deferred tax assets. Principal among the negative evidence was the sustained history of recent cumulative losses, in part related to fluctuations in commodity costs and a high degree of financial leverage.

To the extent that the Company generates positive taxable income and expects, with reasonable certainty, to continue to generate positive income, it may release the valuation allowance in the near future. Additionally, the Company's recent cumulative net loss, which is a significant element of negative evidence, could be eliminated within the next 12 months. If sustained levels of profitability are maintained and the Company's evaluation and weighting of all objective positive evidence exceeds any remaining negative evidence, it may reverse the existing valuation allowance within the next 12 months. This release would result in the recognition of deferred tax assets and a decrease to income tax expense for the period such release is recorded. The release of the valuation allowance may have a significant effect on our tax expense in the period it is released.

The Company regularly evaluates its deferred tax assets for future realization. Changes in valuation allowances from period to period are included in the income tax provision in the period of change. As of April 2, 2016 and January 2, 2016, the Company maintained a valuation allowance for deferred tax assets, including federal and state net operating loss ("NOL") carryforwards and state tax credit carryforwards. The following shows the activity in the valuation allowance for deferred tax assets for the three months ended April 2, 2016:

The Company's effective tax rates of 8.0% and 19.2% for the three months ended April 2, 2016 and April 4, 2015 are different from the expected 35% rate in part due to utilization of deferred tax assets with valuation allowances.

The company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As of January 2, 2016, the Company's federal and state tax returns for fiscal 2011 through fiscal 2015 remain open under the relevant statutes.

Management believes that substantially all tax positions taken and expected to be taken and reflected in the consolidated financial statements at April 2, 2016 and April 4, 2015 are more likely than not to be sustained, based upon the technical merits, upon examination. As a result, no material amounts were recorded to reverse the impact of tax benefits as of April 2, 2016 and April 4, 2015.

Concurrent with the restricted stock grants discussed in Note 15, employees and other recipients made elections under section 83(b) of the Internal Revenue Code, which resulted in immediate recognition of compensation for federal income tax purposes associated with the grants. The Company issued loans to the recipients, evidenced by promissory notes (the "Stockholder Notes"), for an amount approximately equal to their individual tax liability related to the 83(b) elections. The Stockholder Notes are secured by all shares issued to the respective recipients under the Company's 2009 Omnibus Equity Incentive Plan (the "Equity Incentive Plan") or any other equity incentive plan. In addition, the Stockholder Notes have recourse in the event of default by the recipient. Interest is charged on the outstanding balance at the mid-term applicable federal rate in effect at the issue date. As of April 2, 2016 and January 2, 2016, the interest rates on the Stockholder Notes ranged from 0.95% to 2.04%. The outstanding balance of $760 and $3,884, including principal and accrued interest, at April 2, 2016 and January 2, 2016, respectively, was classified as a reduction of stockholders' equity. The interest on Stockholder Notes of $14 and $13 for 1^st Quarter 2016 and 1^st Quarter 2015, respectively is included in Related party interest in the consolidated statements of operations.

The Company leases certain plant, property and equipment under leases classified as capital leases. The leases have original terms ranging from one to six years. The assets covered under these leases have carrying values of approximately $714 and $861 as of April 2, 2016 and January 2, 2016, respectively.

At April 2, 2016, the Company had minimum rental payments required under operating and capital leases as follows:

During fiscal 2012, the Company sold its Enid, OK cold storage facility with a net book value of $12,587 to an unrelated third party ("Enid DC Transaction"). Net proceeds from this sale were $25,704. Concurrent with this sale, the Company entered into an agreement to lease the property back from the purchaser over a minimum lease term of twenty years. The lease agreement contains provisions that, under certain conditions, may require the Company or a successor lessee to provide financial assurances that may be deemed to be collateral for sale-leaseback accounting purposes. As a result of these provisions, the Enid DC Transaction did not qualify for sale-leaseback accounting treatment in fiscal 2012. Accordingly, the company maintains the real estate and related building and equipment on the April 2, 2016 and January 2, 2016 Consolidated Balance Sheets, respectively, and cash proceeds from the sale have been recorded in Other long-term liabilities, net of the current portion of $620, recorded in Other accrued liabilities. The lease agreement does not have a stated rate of interest. The implicit interest rate is 7.12% over the term of the agreement.

Future payments under the agreement are as follows as of April 2, 2016 (not included in the operating and capital leases payments):

During fiscal 2014, the Company closed its administrative office in Edmond, OK but has a remaining obligation for the rental of the facility. At April 2, 2016 and January 2, 2016 this obligation was $27 and $71, respectively. Also during fiscal 2014, the Company entered into an operating lease for additional office space in Cincinnati, OH. A portion of the rent was abated at the start of the lease term. ASC 840 "Leases" ("ASC 840") states that lease payments should be charged to expense on a straight-line basis over the lease term. Accordingly, the Company recorded rent expense during

1^st Quarter 2016 and 1^st Quarter 2015 and an obligation for the deferred payments. At April 2, 2016 and January 2, 2016, this obligation was $339 and $342, respectively.

During the fiscal year ended January 2, 2016, the Company made business acquisitions as discussed in Note 3. A component of the purchase price for one of the acquisitions related to contingent consideration for earn out payments based on achieving minimum annual volume targets. At April 2, 2016 and January 2, 2016, respectively, the fair value of the liability for the earn out payments was $13,036 and $19,628 with $6,594 and $9,956 classified in Other accrued liabilities and $6,442 and $9,672 classified in Other long-term liabilities. The Company assumed an onerous broker contract in one of the acquisitions. At April 2, 2016 and January 2, 2016, respectively, the liability for this contract was $6,351 and $6,821 with $1,906 classified in Other accrued liabilities and $4,445 classified in Other long-term liabilities at April 2, 2016. At January 2, 2016 the entire amount was recorded in Other long-term liabilities. In 1^st Quarter 2016, the Company paid $6,667 and $225 related to the earn out and onerous broker contract, respectively.

During the past three years, the Company has initiated a number of restructuring programs incurring expenses to integrate acquired businesses, improve the efficiency of its manufacturing and distribution network, and consolidate and reorganize its management and support teams.

As discussed in Note 3, during 1^st Quarter 2015, the Company made one business acquisition and incurred $224 in expense in connection with the integration of the related operation. $217 of this expense was included as part of operating income primarily related to travel and meals, legal and professional fees, facility closing costs and related severance.

In the 1^st Quarter 2015, the Company recorded $703 in expenses related primarily to severance costs, relocation and recruiting costs, and professional fees. In connection with these initiatives, $287 and $416 of this expense was included as part of gross profit and operating income, respectively.

All the above initiatives are complete as of April 2, 2016. The Company expects that the related cash payments will be substantially completed within fiscal 2016.

The following table summarizes the classification of restructuring costs in the consolidated statements of operations:

During the three months ended April 2, 2016 and April 4, 2015, the Company granted 130,682, and 209,584 restricted shares, respectively, to key employees. The restricted shares vest over a three-year or four-year period with equal proportion of the shares vesting at the anniversary date of the grant in each of the three or four years in the vesting period. The fair value was estimated at the grant dates using an estimate of the enterprise value of the Company and applying an applicable liquidity discount.

The following table summarizes the share activity during the three months ended April 2, 2016 and April 4, 2015:

	1^st Quarter 2016					1^st Quarter 2015

	Shares			Weighted Average Grant Date Fair Value per Share		Shares		Weighted Average Grant Date Fair Value per Share
Total Restricted Shares:
Balance at beginning of quarter		4,538,684		$	1.99		4,104,722	$	1.51
Granted		130,682			10.24		209,584		1.52
Forfeited		(98,543	)		1.01		—		—
Repurchased		(219,182	)		0.98		—		—

Balance at end of quarter		4,351,641		$	2.31		4,314,306	$	1.51

Vested Restricted Shares:
Balance at beginning of quarter		2,913,207		$	1.72		1,857,157	$	1.85
Vested		37,136			1.52		221,909		2.93
Repurchased		(219,182	)		0.98		—		—

Balance at end of quarter		2,731,161		$	1.78		2,079,066	$	1.97

Unvested shares at end of period		1,620,480		$	3.19		2,235,240	$	1.08
Shares available for grant		1,055,249					1,139,081

Compensation expense, included in Selling, general and administrative expenses, associated with all outstanding stock awards, including credits for stock forfeitures, was $2,739 and $552 for 1^st Quarter 2016 and 1^st Quarter 2015, respectively. As of April 2, 2016, total unrecognized compensation cost was approximately $8,386 related to unvested stock-based compensation arrangements granted under the Equity Incentive Plan. This cost is expected to be recognized on a weighted average over the next 1.65 years.

During the 1^st Quarter 2016, the Company repurchased terminated employees' vested stock with cash of $779. These shares were retired upon repurchase. As of April 2, 2016 and January 2, 2016, the Company has a liability to the holders of those grants of $18,328 and $17,393, respectively. This liability is included in Other accrued liabilities in the Consolidated Balance Sheet as stockholders may resign at will or through termination which would result in the Company's likely call of the stock.

Restricted stock issued under the Equity Incentive Plan provides the Company with the right, but not the obligation to repurchase all or any portion of the vested equity interests in the event that the employee's employment is terminated for any reason. The call right terminates immediately in the event of an initial public offering of at least 25% of the common stock of the Company. The Company has exercised this right in every instance of employee employment termination since inception of the Equity Incentive Plan. The purchase price for each equity interest is a value per equity interest determined pursuant to a valuation made in good faith by the board of directors of the Company and based on a reasonable valuation method. The exercise of this right has prevented the holders from

bearing the risks and rewards of ownership in cases where employment is terminated shortly after vesting. Therefore, the Company has determined that liability classification of these awards is appropriate until the point that the shares have been vested for six months, a sufficient period of time to allow the holder to fully bear the risks and rewards of ownership. At this point, the award is reclassified from liabilities to equity.

Under liability classification, the Company is required to recognize a liability based on the stock award's fair value at each reporting date with reference to its vesting schedule. The fair value of the restricted stock was $10.24 as of January 2, 2016, and increased to $11.25 as of April 2, 2016. As such, additional compensation expense was recorded and the liability recognized was adjusted.

Level 1—Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

At April 2, 2016 and January 2, 2016, excluding the Term Loans, the book values of each of the non-derivative financial instruments recorded in the Company's Consolidated Balance Sheets are

considered representative of fair value due to variable interest rates, short terms to maturity and/or short length of time outstanding.

The carrying value of the Company's First Lien Term Loan was $892,923 and $894,851 at April 2, 2016 and January 2, 2016, respectively. The carrying value of the Company's Second Lien Term Loan was $375,000 at April 2, 2016 and January 2, 2016.

The following table summarizes the fair value measurement of the Company's Term Loans, derivatives and contingent consideration:

The following shows the activity related to the contingent consideration financial instrument in Q1 2016:

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Oaktree Capital Management, L.P. ("Oaktree"), provides certain management, advisory and consulting services to the Company pursuant to a Management Services Agreement effective September 30, 2010. Oaktree is the management company for OCM. Prior to September 30, 2015, Maine Street Holdings, Inc ("Maine") also provided certain management, advisory and consulting services to the Company pursuant to a Management Services Agreement effective September 30, 2010. Maine is controlled by the Company's minority owners. In consideration for the services provided, the Company was required to pay a quarterly management fee of $750, in advance, to both Oaktree and Maine. The Company was also required to reimburse Oaktree and Maine for certain out-of-pocket expenses incurred with respect to the performance of services. The Company recorded $4,201 combined fees and expenses to Oaktree for 1^st Quarter 2016 and $4,464 and $750 in combined fees and expenses to Oaktree and Maine, respectively, for 1^st Quarter 2015, all of these combined fees and expenses are included in Selling, general and administrative expenses. Under the Management Services Agreement, in the event of consummation of an initial registered public offering of the equity securities or equity interests of the Company or a sale of all or substantially all of the assets of the Company, the Company will pay Oaktree an aggregate success fee in an amount equal to three times the annual management fee. The Company is not required to make any further payments to Maine.

Oaktree and its affiliates are holders of the Second Lien Term Loan. At both April 2, 2016 and January 2, 2016 Oaktree and its affiliates held $31,804 and $31,772 of the carrying value of the Second Term Loan. Interest accrued to Oaktree and its affiliates was $684 and $692 as of April 2, 2016 and January 2, 2016, respectively, and is included in Accrued interest in the accompanying Consolidated Balance Sheets. The Company recorded Interest expense of $768 for both 1^st Quarter 2016 and 1^st Quarter 2015, respectively, on debt held by Oaktree and its affiliates.

diluted basic EPS in the future that were not included in the computation of diluted EPS in for the three months ended April 2, 2016 and April 4, 2015 as all awards were dilutive.

The Company operates in four reportable segments: Foodservice, Retail, Convenience and Industrial.

The Industrial segment primarily supplies other food producers, such as packaged food companies under short-term co-manufacturing agreements.

The following summarizes Net sales and Operating income by reportable segments for the three months ended April 2, 2016 and April 4, 2015:

and agricultural agencies and by federal, state, and local agencies responsible for the enforcement of environmental, labor, and other laws and regulations. The Company is also involved in various legal actions arising in the normal course of business. These matters are continuously being evaluated and, in some cases, are being contested by the Company and the outcome is not predictable. Consequently, an estimate of the possible loss or range of loss associated with these actions cannot be made.

The Company is in the process of evaluating the guidance with regard to accounting for debt modifications and extinguishments as it relates to the refinancing. As of April 2, 2016, the Company currently has $4,306 and $9,362 recorded as original issue discount and loan origination fees included in long term debt which could be written off if it is determined that the Term Loan has been extinguished for accounting purposes.

In addition, on June 21, 2016 the Company effected a 49.313-for-one stock split of the Company's issued and outstanding common shares and increased its authorized shares of common stock by 6,870,000 shares. The par value of the common stock was not adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying unaudited consolidated financial statements have been revised to reflect the stock split.

Through and including August 9, 2016 (the 25^th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

	Per Share	Total




Initial public offering price	$21.00	$390,600,000

Underwriting discounts and commissions(1)	$1.26	$13,973,400

Proceeds, before expenses, to us	$19.74	$218,916,600

Proceeds, before expenses, to the selling stockholders	$19.74	$148,247,400


Barclays	Credit Suisse	Morgan Stanley
Goldman, Sachs & Co.	BMO Capital Markets	Deutsche Bank Securities
BofA Merrill Lynch	Wells Fargo Securities	Houlihan Lokey


Initial public offering price per share				$	21.00
Net tangible book value (deficit) per share as of April 2, 2016	$	(14.29	)
Increase in tangible book value (deficit) per share attributable to this offering	$	4.91

Adjusted net tangible book value (deficit) per share after this offering				$	(9.38	)

Dilution per share to investors in this offering				$	30.38

						Total Consideration

	Shares Purchased
	Shares Purchased										Average Price per Share
	Number		%			Amount		%			Average Price per Share
Existing stockholders		67,496,202		85.9	%		139,341,783		37.4	%	$	2.06
New investors		11,090,000		14.1	%		232,890,000		62.6	%	$	21.00

		78,586,202		100.0	%		372,231,783		100.0	%

	Change in Gross Profit (in millions)

Productivity improvements	$	44.7		270
Pricing, net of inflation		(26.5	)	(250	)
53^rd week		4.9		0
Other factors		(4.8	)	10

	$	18.3		30

		Page

Market and Industry Data			ii
Trademarks, Service Marks and Trade Names			ii
Basis of Presentation			ii
Prospectus Summary			1
Risk Factors			17
Special Note Regarding Forward-Looking Statements			37
Use of Proceeds			39
Dividend Policy			40
Dilution			41
Capitalization			43
Selected Historical Consolidated Financial Data			45
Management's Discussion and Analysis of Financial Condition and Results of Operations			48
Industry			75
Business			76
Management			90
Principal and Selling Stockholders			116
Certain Relationships and Related Party Transactions			119
Description of Certain Indebtedness			124
Description of Capital Stock			128
Shares Eligible for Future Sale			136
United States Federal Income Tax Considerations for Non-U.S. Holders			139
Underwriting			142
Legal Matters			149
Experts			149
Where You Can Find More Information			149
Index to Consolidated Financial Statements			F-1

	Change in Gross Profit (in millions)

Productivity improvements	$	12.9		300
Pricing, net of deflation		6.1		220
Acquisitions		0.7		(30	)
Other factors		(6.6	)	10

	$	13.1		500

	Fiscal Quarter Ended

(in millions)	April 2, 2016 13 Weeks		Jan. 2, 2016 13 Weeks		Oct. 3, 2015 13 Weeks		Jul. 4, 2015 13 Weeks		Apr. 4, 2015 13 Weeks		Jan. 3, 2015 14 Weeks			Sep. 27, 2014 13 Weeks			Jun. 28, 2014 13 Weeks			Mar. 29, 2014 13 Weeks
Net sales	$	394.5	$	386.0	$	407.2	$	391.9	$	426.5	$	440.1		$	406.3		$	356.2		$	375.0
Gross profit		100.2		95.7		87.8		83.8		87.1		67.9			63.7			59.1			58.5
Net income (loss)		16.6		11.7		12.6		2.3		10.5		(7.1	)		(4.2	)		(13.5	)		(13.1	)
Adjusted EBITDA		68.8		68.9		68.4		61.2		61.7		51.3			45.2			39.4			34.6

	Total		2016		2017

Long term debt obligations(1)	$	1,272.3	$	22.7	$	1,249.6	—	—	—	—
Capital lease obligations(2)		43.5		2.9		2.6	2.4	2.4	2.4	30.8
Operating lease obligations		10.5		3.3		2.8	1.6	0.8	0.4	1.6
Interest payments related to long term debt(3)		133.1		86.6		46.5	—	—	—	—
Earn-out consideration(4)		19.6		9.9		6.5	3.2	—	—	—
Total contractual cash obligations(5)		1,479.0		125.4		1,308.0	7.2	3.2	2.8	32.4

Grants Made During Quarter Ended		Weighted Average Fair Value of Common Stock per Share on Date of Grant

April 4, 2015	209,584	$	1.52
July 4, 2015	76,436		1.52
October 3, 2015	197,256		5.58
January 2, 2016	295,878		5.58
April 2, 2016	130,682		10.24

(in millions)	Fiscal 2015		Fiscal 2014		Fiscal 2013

Net sales in our core segments
Sandwiches	$	408.7	$	352.3	$	304.2
Sandwich components		572.0		509.4		464.4
Other entrées and snacks		503.2		527.1		489.9

Total	$	1,483.9	$	1,388.8	$	1,258.5
Net sales in our Industrial segment
Sandwiches	$	46.4	$	59.7	$	84.3
Sandwich components		59.0		101.4		110.6
Other entrées and snacks		22.3		27.7		38.6

Total	$	127.7	$	188.8	$	233.5

Facility Location	Operations Performed	SQF Certification

Enid, OK	Food processing	Level 3	230,000
Enid, OK	Food processing	Level 3	169,000
Enid, OK	Food processing	Level 3	76,000
Enid, OK	Food processing	Level 3	44,500
West Chester, OH	Food processing	Level 3	223,000
Portland, ME	Food processing	Level 3	250,000
Caseyville, IL	Sandwich assembly and bakery	Level 3	70,000
Easley, SC	Sandwich assembly and bakery	Level 3	61,300
Amherst, OH	Sandwich assembly	Level 3	115,700
Claremont, NC	Sandwich assembly	Level 3	188,000

Incentive Compensation Plan		Total Targets (2015)		Metrics

Management Incentive Plan	122	$	5.1 million	150% funding @ $250 million EBITDA (NEOs) 125% funding @ $250 million EBITDA (Others) 100% funding @ $240 million EBITDA (NEOs & Others) 75% funding @ $230 million EBITDA (NEOs & Others) 50% funding @ $220 million EBITDA (NEOs & Others)
Sales Incentive Plan	83	$	4.2 million	Sales Associates 70% Individual Results 20% Business Unit Results 10% Company Results Sales VPs in Foodservice and Retail 50% Sales Team Results 25% Business Unit Results 25% Company Results
Gainsharing Plan	321	$	1.4 million	Funded by product cost performance within location or group. Payouts then tied to local targets for safety, quality and customer service
Profit Sharing Plan	282	$	1.5 million	100% funding @ $250 million EBITDA 75% funding @ $240 million EBITDA 50% funding @ $230 million EBITDA

Name and Principal Position		Salary		Bonus(2)		Stock Awards(3)		All other Compensation(4)		Total

John N. Simons, Jr. President and CEO	FY 2015	$	550,000	$	1,000,000	$	700,000	$	245,201	$	2,495,201
Michael B. Sims CFO	FY 2015	$	420,000	$	410,000	$	137,500	$	11,154	$	978,654
George F. Chappelle, Jr. SVP, Supply Chain	FY 2015	$	425,000	$	400,000	$	206,250	$	11,161	$	1,042,411
James L. Clough President, Foodservice	FY 2015	$	385,000	$	360,000	$	206,250	$	11,108	$	962,358
Tony Schroder President, Convenience Business Unit	FY 2015	$	250,000	$	325,000	$	—	$	—	$	575,000
Thomas Lavan Former President, Retail(1)	FY 2015	$	215,769	$	200,000	$	—	$	149,795	$	565,564

Rank	Description of Position	Salary Continuation Period	Reduced COBRA Premium(1)	Career Transition / Outplacement Benefits

Tier 1	Vice Presidents, Directors, and Plant Managers	26 weeks	Yes	26 weeks
Tier 2	BU and Functional Staff Managers	16 weeks	Yes	16 weeks
Tier 3	Exempt individual contributors	12 weeks	Yes	12 weeks
Tier 4	Non-exempt / Administrative	8 weeks	Yes	8 weeks

Name(1)	Fees Paid or Earned in Cash		Stock Awards(2)		Total

Margaret M. Cannella	$	35,000	$	—	$	35,000
Dean Hollis	$	—	$	275,000	$	275,000
Peter C. Dillingham	$	—	$	—	$	—
Stephen A. Kaplan(3)	$	—	$	—	$	—
Matthew C. Wilson(3)	$	—	$	—	$	—

	Us				Selling Stockholders

	No Exercise		Full Exercise		No Exercise		Full Exercise
Per Share		$1.26		$1.26		$1.26		$1.26
Total		$13,973,400		$13,973,400		$9,462,600		$12,978,000

Rank	Description of Position	Salary Continuation Period	Reduced COBRA Premium(1)	Career Transition / Outplacement Benefits

Tier 1	Critical VP or Director level	39 weeks	Yes	3 months
Tier 2	Critical Management	26 weeks	Yes	3 months
Tier 3	Critical Operational	16 weeks	Yes	1 month

Name				Exercise or Base Price of Option Awards (/Sh)		Grant Date Fair Value of Stock and Option Awards(2)

John N. Simons, Jr.	1/23/15	98,626	—	$	—	$	150,000
	8/14/15	49,313	—	$	—	$	275,000
	10/29/15	49,313	—	$	—	$	275,000
Michael B. Sims	8/14/15	24,657	—	$	—	$	137,500
George F. Chappelle, Jr.	8/14/15	36,985	—	$	—	$	206,250
James L. Clough	8/14/15	36,985	—	$	—	$	206,250
Tony Schroder	—	—	—	$	—	$	—
Thomas Lavan(3)	—	—	—	$	—	$	—

	Stock Awards

Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1)
John N. Simons, Jr.		386,269	$	1,754,075
Michael B. Sims		164,377	$	449,975
George F. Chappelle, Jr.		147,939	$	825,000
James L. Clough		147,939	$	825,000
Tony Schroder		32,892	$	183,425
Thomas Lavan		115,064	$	408,450

Rank	Description of Position	Severance Pay (Annual Salary and 2-Year Average Prior Years' Bonus Multiplier)	Company- Paid COBRA Premium	Career Transition/ Outplacement Benefits

Tier 1	CEO	2.0X	2.0 Years	3 months
Tier 2	CFO	1.5X	1.5 Years	3 months
Tier 3	Other Executive Officer	1.0X	1.0 Years	3 months

Name	Benefit	Payable Upon Termination Without Cause or With Good Reason, Death or Disability (Without Change in Control)(1)			Payable Upon Change in Control(2)			Payable Upon Termination Without Cause or With Good Reason (With Change in Control)(3)

John N. Simons, Jr.	Cash	$	1,781,250	(4)	$	1,000,000	(5)	$	2,781,250	(4)(5)
	Equity	$	—		$	3,955,395	(6)	$	3,955,395	(6)
	Perquisites / Benefits	$	18,134	(7)	$	—		$	18,134
	Tax Reimbursement	$	—		$	0	(8)	$	0
	Total	$	1,799,334		$	4,955,395		$	6,745,779

Underwriters		Number of Shares

Barclays Capital Inc.			4,650,000
Credit Suisse Securities (USA) LLC			4,650,000
Morgan Stanley & Co. LLC			2,790,000
Goldman, Sachs & Co.			1,860,000
BMO Capital Markets Corp.			1,395,000
Deutsche Bank Securities Inc.			1,395,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated			930,000
Wells Fargo Securities, LLC			465,000
Houlihan Lokey Capital, Inc.			465,000

Total			18,600,000


Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013			F-3
Consolidated Balance Sheets as of January 2, 2016 and January 3, 2015			F-4
Consolidated Statements of Stockholders' Deficit for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013			F-5
Consolidated Statements of Cash Flows for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013			F-6
Notes to Consolidated Financial Statements			F-7
Unaudited Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income for the 13-weeks ended April 2, 2016 and April 4, 2015			F-40
Consolidated Balance Sheets as of April 2, 2016 and January 2, 2016			F-41
Consolidated Statements of Stockholders' Deficit for the 13-weeks ended April 2, 2016			F-42
Consolidated Statements of Cash Flows for the 13-weeks ended April 2, 2016 and April 4, 2015			F-43
Notes to Consolidated Financial Statements			F-44

	Landshire		Better Bakery

Cash	$	41,552	$	30,931
Other accrued liabilities		19,293		—

Purchase price	$	60,845	$	30,931

	Landshire			Better Bakery

Current assets	$	4,763		$	5,704
Property, plant and equipment		12,037			2,115
Other intangibles		30,100			20,400
Goodwill		14,506			9,940
Assumed liabilities		(561	)		(7,228	)

Net assets acquired	$	60,845		$	30,931

	Fiscal 2015		Fiscal 2014

Net sales	$	1,619,214	$	1,641,920
Net income (loss)		38,785		(38,568	)

	January 2, 2016			January 3, 2015

Trade accounts receivable	$	72,161		$	97,145
Other receivables		11,577			3,129
Reserves for discounts and allowances		(1,120	)		(1,025	)

	$	82,618		$	99,249


Balance at January 3, 2015	—
Claim additions	11,794
Self-insurance retention	(1,000	)
Payments received	(1,396	)

Balance at January 2, 2016	9,398

	January 2, 2016			January 3, 2015

Finished goods	$	136,762		$	125,605
Raw materials		48,894			64,269
Work in process		2,330			3,278
Reserves for excess and obsolete inventory		(4,450	)		(3,419	)

	$	183,536		$	189,733

	Useful Life (years)	January 2, 2016		January 3, 2015

Land	n/a	$	5,396	$	5,066
Land improvements	5		4,594		3,702
Buildings	20 - 30		146,930		129,010
Machinery and equipment	5 - 15		195,561		173,114
Software	3 - 5		18,229		15,175
Furniture and fixtures	3 - 10		2,421		1,914
Vehicles	2 - 5		1,302		1,015
Construction in progress	n/a		7,749		7,098

			382,182		336,094
Less: accumulated depreciation and amortization			144,260		116,700

		$	237,922	$	219,394

Fiscal Year	Amortization Expense

2016	$	31,001
2017		29,028
2018		26,481
2019		22,992
2020		21,495
Thereafter		81,019

	$	212,016

	Foodservice		Retail		Convenience		Total

Balance at December 28, 2013 and January 3, 2015	$	187,136	$	46,236	$	41,890	$	275,262
Fiscal 2015 acquisitions		1,272		11,462		11,712		24,446

Balance at January 2, 2016	$	188,408	$	57,698	$	53,602	$	299,708

	Applicable Margins

	LIBOR Loans			Bank Base Rate Loans
First Lien Term Loan		4.50	%		3.50	%
Second Lien Term Loan		8.25	%		7.25	%

	January 2, 2016		January 3, 2015

Borrowing base limitation	$	130,941	$	147,104
Less: outstanding letters of credit		5,498		6,953
Less: revolving line of credit advances		—		28,705

Net availability	$	125,443	$	111,446

Fiscal Year

2016	$	24,136
2017		1,249,697

		1,273,833
Less: amounts representing interest resulting from amortization of original issue discount		(5,065	)

	$	1,268,768

	Fiscal 2015		Fiscal 2014		Fiscal 2013

Federal income tax provision
Current	$	870	$	—	$	—
Deferred		6,517		7,333		5,163

Net federal income tax provision		7,387		7,333		5,163
State income tax provision
Current		591		331		574
Deferred		941		725		619

Net state income tax provision		1,532		1,056		1,193

Income tax provision	$	8,919	$	8,389	$	6,356