PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 24, 2016 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 399 Jefferson Road, Parsippany, New Jersey (Address of Principal Executive Offices) (Zip Code) (Registrant s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item7.01. RegulationFDDisclosure. On March 24, 2016, Pinnacle Foods Inc. (the Company ) management met with analysts and investors at a Consumer Analyst Group of NY sponsored luncheon event in New York. A copy of the visual presentation substantially in the form used by the Company s management is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information and the exhibit attached hereto are being furnished pursuant to Item 7.01 and in accordance with general instruction B.2 to Form 8-K shall not be deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section, nor shall such information be deemed to be incorporated by reference into any filings under the Securities Act of The presentation may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain forwardlooking information. 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. These statements are made based on management s current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond the registrant s control, including but not limited to: general economic and business conditions, including the deterioration of the credit and capital markets, industry trends, our leverage and changes in our leverage, interest rate changes, changes in the registrant s ownership structure, competition, the loss of any of the registrant s major customers or suppliers, changes in demand for the registrant s products, changes in distribution channels or competitive conditions in the markets where the registrant operates, costs of integrating acquisitions, the successful integration and achievement of estimated future cost savings related to acquisitions, loss of the registrant s intellectual property rights, fluctuations in price and supply of raw materials, seasonality, the registrant s reliance on co-packers to meet the registrant s manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in the registrant s Annual Report on Form 10-K for the fiscal year ended December 27, 2015 and subsequent reports filed with the Securities and Exchange Commission. There may be other factors that may cause the registrant s actual results to differ materially from the forward-looking statements. The registrant assumes no obligation to update the information contained in the presentation. Item9.01 (d) Exhibits. FinancialStatementsandExhibits. Exhibit Number Description of Exhibit 99.1 Slide Show Presentation at the Consumer Analyst Group of NY by Pinnacle Foods Inc. March 24,

3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 24, 2016 PINNACLE FOODS INC. By: /s/ Craig Steeneck Name: Craig Steeneck Title: Executive Vice President and Chief Financial Officer 3

4 EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Slide Show Presentation at the Consumer Analyst Group of NY by Pinnacle Foods Inc. March 24,

5 Pinnacle Foods Presentation to CAGNY March 24, 2016 Exhibit 99.1

6 Forward-Looking & Non-GAAP Financial Statements This presentation contains Measures beliefs, projections and targets, _forward-looking many of which, statements_ by their nature, within are the inherently meaning of uncertain. U.S. federal Such securities expectations, laws. beliefs, Forward-looking projections statements and targets are are not expressed historical in facts, good and faith. are However, based upon there management_s can be no assurance current expectations, management_s expectations, beliefs, projections and targets will be achieved and actual results may differ materially from what is expressed in or indicated by the forward- looking statements. Forward-looking that statements statements, are including subject risks to significant detailed in business, Pinnacle economic, Foods Inc._s regulatory (_Pinnacle and competitive Foods, risks Pinnacle_ and uncertainties or the _Company_) that could filings cause with actual the performance U.S. Securities or results and Exchange to differ materially Commission from (the those _SEC_). expressed Nothing the in this forward-looking should be regarded as a representation by any person that these forward-looking statements will be achieved. presentation Forward-looking other changes affecting statements forward-looking speak only as information of the date except the statements to the extent are made. required The by Company applicable assumes securities no obligation laws. to update forward-looking statements to reflect actual results, subsequent events or circumstances or This GAAP presentation financial measures includes typically certain financial exclude measures, certain charges, including which Adjusted are not Gross expected Profit to and occur Unleveraged routinely in Free future Cash periods. Flow, The which Company differ from uses results non-gaap using financial U.S. Generally measures Accepted internally Accounting to focus management Principles (GAAP). on performance Nonexcluding financial measures these special and reconciliations charges to gauge to our non-gaap business financial operating measures performance. are set Management forth in the slides believes in this this presentation information is and helpful included to investors in the Company_s in understanding filings with trends the in SEC. the business. The most directly comparable GAAP 2

7 Pinnacle Bob Gamgort Management Chief Roger Executive Deromedi Officer Chairman Craig EVP & Steeneck Mark Schiller CFO EVP Maria & Sceppaguercio President North America Retail SVP 3 Investor Relations

8 Pinnacle Since IPO, Leadership Executive Leadership continued development Team of the management team Bob Gamgort Craig Steeneck Mark Mike Schiller Chris Wittman Mike Mary Boever Beth Barkley Kelley Chief EVP & Chief EVP & EVP & Chief EVP & Chief DeNooyer EVP & Chief Maggs Executive Financial President Supply Chain Customer Marketing Human EVP Counsel & Chief EVP & General Officer Retail Officer Officer North America Officer Officer Officer Resources 7 Pinnacle years at Pinnacle 11 years Pinnacle at 5 years Pinnacle at <1 year Pinnacle at 4 years Pinnacle at 2 years Pinnacle at 3 Pinnacle years at 15 years at 30 Relevant years 25 Industry years 30 Relevant years 30+ Industry years Relevant 25 years Industry 20 years Relevant 22 years 23 Industry years Experience Experience Experience Experience Experience Experience Experience Relevant Experience Industry Relevant Industry Relevant Industry Relevant Industry IHF IHF 4

9 Pinnacle Evolution Leadership Board of Directors to an independent Board Roger Deromedi Ray Silcock Ann Jane Fandozzi Muktesh Nielsen(Micky) Yannis Mark Current Chairman EVP & CFO President & EVP Pant & Skoufalos CFO CEO Jung Position Pinnacle Foods, Diamond Foods CEO Coach, Inc. Yum! Global Supply Product Officer Chairman Former CEO vride Restaurants The Procter & Accela, Inc. Kraft Company Foods China Gamble On Consumer PF Board Tech 9 Years 8 Years 4 Years 2 Years 1 Year < 1 Year <1 Year Food Expertise Sector & Digital & CPG Sector & Consumer Beverages Food, Beverage CPG & Supply General Content Mgmt Finance Staples & GM & Finance & Restaurant Chain Former Companies New 5 since IPO

10 Agenda Overview How Executing We Create Our Playbook Value Financial Update Expanding Our Business Evolving Our Portfolio Focus 6

11 Attractive LT Organic Value Growth Creation 2016 Results Since IPO 2013 Target IPO 2015 Net Sales In Line Guidance Categories Categories with Categories Outpaced Outpaced Categories Outpaced Categories In Line with Operating EPS 7 _ 8% Income 39% 14% 4 _ 5% 10% 10% ~10%* 13% 5% X% Dividend 10 _ 12% Yield 42% 17% 3 _ 4% 13% ~3% ~3% ~3% ~X% Accretive * At mid-point Acquisitions of range. Accelerate Growth Beyond Algorithm Note: 7 Excludes items affecting comparability. See reconciliation to GAAP financial measures in Appendix.

12 Diversified Boulder Brands Portfolio acquisition with Scale 2015 Pro Forma Net Sales: $3.2 brings billion Pinnacle above $3 billion in net sales Boulder Brands 16% Birds Frozen Eye 39% Duncan Grocery Hines 34% Specialty 11% Note: 8 Pro forma for Boulder Brands acquired on January 15, 2016.

13 Agenda Overview How Executing We Create Our Playbook Value Financial Update Expanding Our Business Evolving Our Portfolio Focus 9

14 Executing Invest differentially Our Playbook Portfolio Management in brands Strategy using Deliver Generate industry-leading exceptional cash efficiency 10 flow

15 Portfolio Leadership Management Brands Foundation Strategy Invest in marketing to drive Maintain Brands growth and share expansion position and stable cash sales/market Focus on breakthrough Focus on brand renovation flow innovation 11

16 Consistent Composite Market share growth Share driven Growth Composite $ Market Share vs. Year by Leadership Ago Brands 2012 Change pts pts YTD Leadership Brands pts pts pts. Pinnacle Market Holding Growing/ Category Frozen Vegetables Position Share Frozen Complete Bagged #1 Frozen Prepared Seafood #2 Meals #1 Frozen Shelf-Stable Meat Pickles Substitutes #1 #2 Table Cake/Brownie Syrups #1 Shelf-Stable Salad Mixes Dressings and Frostings #3 #2 Source: 12 IRI US Multi-Outlet data, based on IRI_s Pinnacle custom definitions; market position ranks are among branded players.

17 Industry-Leading Company culture focused Efficiency savings and maintaining a on lean consistently and efficient delivering organization significant structure productivity Productivity% 4.1% 3.5%- ~12% of COGS SG&A % of Net Sales 3.7% 9% 3.8% 4.0% E Peer Source: Avg.(1) Pinnacle Pinnacle SG&A defined as analysis fiscal year-end selling, data. general and administrative expenses excluding marketing investment, intangible amortization and one-time items. (1) Peers: BGS, CAG, CPB, GIS, KHC, MKC, SJM. Peer Average represents 13

18 Significant Gross margin Margin expansion Expansion fuels operating with Continued margin Upside Pinnacle Margin Expansion Food Company Comparison growth 64.6% Gross 28.2% Profit +310 % bpsnet Sales Gross 25.1% Margin 28.2% Operating 14.0% Margin 16.7% +270 bps 22.6% 2012 with significant opportunity 2015 PF Note: Gross Margin and Operating to expand Margin further 14 are on an adjusted basis. See reconciliation to GAAP financial measures in Appendix.

19 Superior Consistent Free Unleveraged Cash Flow Free Generation Unleveraged Free Cash Flow Cash (1) Free Flow Cash results Flow in Yield outsized (2) Free Cash Flow Yield ~6% Peer Pinnacle $452m $345m $382m 2014 $325m 2015 ~4% Higher inventories in 2015 primarily Average See reconciliation to GAAP financial due measures to strong in Appendix. crop season pressured Free Cash Flow by $47m Based 15 on industry analysts_ valuation analyses using prices as of 3/18/2016.

20 Expanding Our Business 16

21 Expanding Organic Growth Our Business Acquisitions Innovation Trading Consumers and Renovation Up / Gardein Wish-Bone Driving Boulder Mix Sales Force Brands 17 Effectiveness

22 Birds Strong Eye performance Innovation Flavor Full 75% Protein Blends driven by base business growth and innovation platforms Incremental to combined Birds Eye, Disney-Themed $ Consumption $ Total Market Birds Share Eye Performance vs. PY +6.7% +0.8 pts pts. +1.0% 2014 Source: 2015 IRI 2014 US Multi-Outlet data, based on IRI_s Pinnacle custom definitions.

23 Birds Building Eye on 2016 successful Innovation Flavor Full platforms introduced in 2015 Protein Blends Disney- Themed 19

24 Birds Family Eye Size Voila! Family Size distribution $ Market Share and Q3 innovation launch continued the brand_s momentum in 2015 and the outlook for % 34% 28% 21% 16% 24% % Premium-Tier Innovation Platform Premium-tier planned in 2016 distribution expansion New meet capacity growing added demand in late 2015 to Source: 20 IRI US Multi-Outlet data, based on IRI_s Pinnacle custom definitions.

25 Baking Category Category High Competitive Dynamics Structural consumer barriers pricing interest Pinnacle pressure Trade Innovate Strategy Tap into consumers to excitement to higher-value up address offerings 21 barriers

26 Trading Duncan Hines Consumers tiered Up pricing/benefits to Higher-Value strategy Offerings Price Tier/ Entry Level/ Mid-Tier/ Premium/ drives higher pricing and profitable mix Benefit Everyday Baking 2014 Special 2015 Recipes Extreme Indulgence $ Source: Share +0.7 IRI US pts. Multi-Outlet -0.4 pts data, pts. based on pts. IRI_s +0.4 Pinnacle pts custom pts. 22 definitions. Share changes versus year ago.

27 Innovating Perfect Size to premium Address baking Structural kits Barriers New Items target smaller households 45% Incremental to Kit Category 6-inch includes disposable mix, frosting pan and and everyday Heart-shaped occasions for Valentine_s Day Five 23 popular flavors Additional varieties planned in 2016

28 Wish-Bone Reinvigorating 2016 the Innovation Wish-Bone E.V.O.O. category Wish-Bone with two Ristorante new premium-tier Italiano platforms Better Healthy for alternative You Oils sought Restaurant by consumers Experience Highest level of EVOO in mainstream dressing An artisan, Packed restaurant-style with cheeses, experience 24 herbs and spices

29 Gardein Rapidly growing Innovation $ Market Share 2015 plant-based Innovation protein offering 11.7% 8.9% 6.3% 4.3% 2012 Capacity Innovation 2015 Expanded Acquired Hagerstown, capacity in original MD facility Gardein to further production expand site capacity in Vancouver Source: IRI US Multi-Outlet data, based on IRI_s Pinnacle custom beyond definitions; share of frozen meat substitutes category.

30 Other Seafood Premium-Tier Hungry-Man Innovation /

31 Sales Award-winning Force Effectiveness and distribution expansion sales force drives improved category management Distribution (in 000_s) Pinnacle Point Expansion Ranking Advantage Survey Recognition #7 # Source: 2015 Customer IRI HQ US Sales Multi-Outlet Increase data, Channel based Coverage on IRI_s Opportunity Pinnacle custom definitions. % 67% Managed Directly by PF Sales Force Leveraging businesses to cover all channels Club 33%

32 Expanding Disciplined through approach Acquisitions that drive significant value to M&A, creation with success integrating businesses North Existing America or adjacent focus Market leadership or categories sight to leadership line of Synergy-rich Speed of integration transaction Acquisition 28 date Oct Nov Jan. 2016

33 Boulder Attractive Brands brand Acquisition 2015 Net Sales Strategic portfolio Rationale in growing health & wellness categories Further & wellness expands platform Pinnacle_s health 10% 12% Leverages importance scale to broad and range increases 39% retailers of Provides 23% refrigerated new growth temperature platform class in 16% Offers 29 significant synergies

34 Increased Acquisition Scale of Boulder and Capabilities Pinnacle Boulder Brands adds refrigerated capabilities and expanded reach in Natural & Organic channels Foods % of Sales Brands # of Employees in North 4,300 America % 98% Temperature Frozen Class Dry Refrigerated Grocery Retail Traditional Distribution Channel Natural # of Manufacturing & Organic Minimal % of Sales Self-Manufactured Plants ~85% ~60%

35 Boulder Total Boulder Brands Boulder consumption excl. SB trends Smart remain Balance strong, with improvement in Smart Balance +9.9% +2.7% +10.1% +1.2% -15.0% -17.7% 52 Source: weeks SPINS 12 weeks 31 2/21/16, Nielsen 2/13/16, and other customer data (US) 2/14/16.

36 Evolving Our Portfolio 32

37 Birds since its Eye Acquisition Has Been our Vanguard in Health & Wellness April CAGNY Presentation

38 Evolving Since then, Our we Portfolio H&W have made significant progress toward tipping our portfolio to Health & Wellness 14% Health Wellness & 86% 55% 45% * * is pro forma for Boulder Brands acquisition.

39 Health Pinnacle & recognized Wellness Recognition 100 Cleanest Foods 2016 with awards 25 Best for Frozen innovation Foods across 2016 the portfolio Best 35 New Vegan Product 2016 Best New Products 2016

40 Portfolio Plant-based Addresses Vegetables Consumer Soy Free Health Gluten-Free & Wellness Natural Needs Non-GMO Lactose Organic Free/Reduced Plant-Based Simple Meals Consumption Gluten-Free Pure & Affordable, Plant-based Premium Plant-based On-trend convenient gluten-free flavors, Crunchy clean Gluten-free Veggie- protein vegetables nutrition brand Snacks ingredients snacking based meals Entire Wish-Bone Product provides Line Selected an essential Products 36 ingredient in salad consumption

41 Plant-Based Becoming Mainstream Nutrition is at the Tipping Point of ~1/3 reduce of meat consumers consumption actively avoid or Zogby Beef vs. Poll uses 47x vegetables, more water per lb. to produce: creates Traditional 67x protein more greenhouse supply cannot gases accommodate _A diet higher the in plant-based population growth foodsis TASTE Scientific Report of the 2015 Dietary more Guidelines health Advisory promoting Committee and is associated with less environmental impact_ 37

42 The Significant Gluten-Free category Opportunity Gluten-Free Sales Trend($bn) growth projected to continue, as diagnosis and awareness of celiac disease and gluten sensitivity grow $23 $19 $15 $12 $9 $ Most 2014 categories 2015 more 2016E than 2017E doubled 2018E 2015 G-F share of overall composite in categories the past two still years Source: Mintel Group Ltd. report Gluten-free Foods small _ US _ at October 6.5%

43 Gluten-Free Underlying gluten-free Consumers % of Gluten-Free Consumer dynamics support continued growth Consumers Diagnosed with Motivation Celiac Are/may Disease be gluten 23% Have No Choice intolerant/sensitive Better for Overall 35% Feel Better All 100% Others 42% Health; More Natural 97% 6X those of estimated diagnosed celiac with sufferers celiac disease are undiagnosed Dedicated G-F brands preferred by gluten are intolerant/sensitive estimated to suffer consumers from Non-Celiac Gluten Sensitivity Sources: 39 Mintel Group Ltd. report Gluten-free Foods _ US _ October 2015; University of Chicago Medicine, Celiac Disease Center.

44 Separate Focus Against Headquarters Consumer Locations Trends Enable Portfolio New Brands Jersey rooted Boulder, in mainstream CO consumers Focus emerging and traditional health channels incubated in natural & organic & wellness channels trends 40

45 Agenda Overview How Executing We Create Our Playbook Value Financial Update Expanding Our Business Evolving Our Portfolio Focus 41

46 2015 Third Full-Year consecutive Financial year of Results ($m, except EPS) 2015 Vs. above-algorithm PY growth Net Net Sales Sales _ Consolidated NA Retail $2,320 $2, % +2.5% Gross Operating Margin Income 28.2% (EBIT) +80 bps Diluted EPS $ % $443 +5% Note: 42 Gross Margin, Operating Income (EBIT) and Diluted EPS are on an adjusted basis. See reconciliation to GAAP financial measures in Appendix.

47 Productivity Productivity and in excess Inflation % of COGS of inflation has enabled offset to weak industry environment with limited pricing 4.1% 3.7% % _ 3.2% 4.0% % _ 2.3% % Productivity 2015 Inflation 2016E Note: includes Boulder Brands.

48 Input Diversity Cost of Breakdown Sugar & cost basket serves as a natural hedge Cocoa Logistics All Other 2016 Outlook Grains Conversion & Oils Proteins Vegetables & Fruit Packaging More Sweeteners Inflationary Sugar Eggs Deflationary Grains Proteins & Oils 2015 Note: Pro Pro Forma forma for Cost Boulder of Goods Brands Sold: acquired $2.3 billion 44 on January 15, 2016.

49 Tax-Related Tax benefits Cash continue Benefits Cash Tax Benefits $m in 2016 and beyond, driven by residual NOLs and acquisition-related tax amortization Tax Shield Cash Benefit Duration Benefit of NOL Wish-Bone tax benefit & Gardein $17 $6 amortization 11 years Boulder Brands amortization years* years Total with opportunity Cash Tax Benefit to reduce $30 * $19m for three years, then effective declining tax gradually rate over over time 45 the next ten years.

50 Capital Prudent Expenditures further supports investment strong approach cash flow against base business and acquisitions m - $ 103m 78m $ $ 84m 108m 2012 Acquisition-related Acquisition-related 2016E Base Base Pinnacle Pinnacle Base Boulder Brands 46

51 Superior Continued Free strong Cash cash Flow flow Generation Unleveraged Free Cash Flow in 2016, as expected EBITDA growth and working capital management more than offset increased cash taxes $452m $382m ~$425m $345m $325m Note: See reconciliation E 47 to GAAP financial measures in Appendix.

52 Pinnacle Target continued Has History delevering of Deleveraging IPO of ~0.5X per year, consistent with historical pattern post acquisition proceeds 7.6X Approximate Target used to deleveraging 2-year 6.2X to path 3.8X post 4.5X 4.9X 4.8X acquisition 3.8X Apr X Blackstone Dec Birds 09 Mar Eye 13 IPO Oct Wish-Bone 13 Dec 15 PF Dec for 15 BDBD Dec 17 LBO Acquisition Acquisition Acquisition Estimate Note: 48 Leverage statistics defined as Total Net Debt / Covenant Compliance EBITDA.

53 Capital After servicing Allocation debt Strategy #1 and paying dividends at approximately 50% of net earnings, cash flow deployed to highest priorities Acquisitions #2 Debt #3 Share Reduction with immediate Repurchase 49 capacity to make acquisitions

54 2016 Outlook Full Year Outlook Net with Sales categories Growth in line Inflation Nm 2.0% to 3.0% of COGS H2 weighted Productivity ETR?36.6% 3.5% to 4.0% of COGS H2 weighted Diluted (Incl. ~$0.05 EPS $2.08 from Boulder to $ 2.13 Brands) Q1 impacted new product by significant Q2-Q4 strong growth investment, CAPEX Note: Diluted $135m EPS to $ and 145m 50 ETR adjusted for items affecting comparability.

55 How Executing We Create our Playbook Value Portfolio Industry-leading Management efficiency Strategy Superior Expanding free our cash Business flow Innovation Distribution and expansion renovation Acquisition Evolving Pinnacle Playbook our Portfolio applied Focus Mainstreaming Health and Wellness to faster growth benefits categories 51

56 Appendix

57 Reconciliation Year (52 Weeks) to Ended GAAP December Financial Measures Diluted 27, 2015 In Net millions, Sales Profit except EBIT per EBT share Net Gross Earnings Diluted Shares Earnings Reported $2,656 $741 $425 $337 $ $1.81 Per Share Acquisition, Other non-cash merger items and (2)(1) other 4 4 restructuring 3 charges (1) Adjusted Year (52 Weeks) 2, Ended December , 2014 $1.92 Diluted In Net millions, Sales Profit except EBIT per EBT share Net Gross Earnings Diluted Shares Earnings Reported $2,591 $681 $512 $416 $ $2.13 Per Share Acquisition, Other non-cash merger items and (4) other restructuring charges (3) 12(130)(130)(79) Adjusted Year (52 Weeks) 2, Ended December , 2013 $1.74 Diluted In Net millions, Sales Profit except EBIT per EBT share Net Gross Earnings Diluted Shares Earnings Reported $2,464 $654 $293 $161 $ $0.82 Per Share Acquisition, Other non-cash merger items and (4) other restructuring 3 charges (5) Other Adjusted adjustments 2, (6) IPO and Refinancing (7) $1.49 Pro Stock-based Forma $2,464 Compensation $664 $ $ $ $1.52 Pro Forma Excluding Plant Stock-based integration Compensation and restructuring $665 charges $382 $299 and $183 expenses related $1.57 Primarily includes: Foreign exchange losses resulting from intra-entity loans, equity-based to the Boulder compensation acquisition. Hillshire agreement termination fee (net of costs), restructuring charges including integration exp. related costs, to employee the Hillshire severance agreement and non-recurring termination and merger mark-to-market costs. losses. Primarily includes: Equity-based Restructuring compensation charges from plant expense consolidations, resulting from integration liquidity costs, event, non-recurring fair value write-up merger of costs acquired and inventories employee severance. and mark-to-market gains/losses. Primarily Pro forma includes: data reflects Bond Adjusted redemption Statement costs and of Operations management amounts fee paid assuming to sponsor. 53 IPO and 2013 Refinancing occurred on the first day of Fiscal 2013.

58 Reconciliation Year (53 Weeks) to Ended GAAP December Financial Measures Diluted 30, 2012 In Net millions, Sales Profit except EBIT per Net share Earnings Gross Diluted Shares Earnings Reported $ 2,479 $ 585 $ 284 $ $ 0.61 Per Share Acquisition, Other non-cash merger items and (2)(1) other restructuring charges (1) Other Adjusted adjustments 2, (3) IPO (4) $ 1.20 Public Pro Forma company $ 2,479 costs $ 623 (4)(3)(2) Primarily includes: Accelerated $ 347 $132 depreciation $ from 1.12 Primarily mark to market gains. plant consolidations, restructuring charges including integration costs and employee severance. Primarily Pro forma includes: data reflects Bond Adjusted redemption Statement costs. 54 of Operations amounts assuming IPO occurred on the first day of Fiscal 2012.

59 Reconciliation Reconciliation to of GAAP Unleveraged Financial Free Measures Reported Cash Flows from Operating Cash Activities $m Flow to 2012 Reported 2013 Cash 2014 Flows 2015 Capital expenditures(78)(84)(103)(108) from Operating Activities $ 203 $ 262 $551 $373 Hillshire Acquisition, termination merger and fee other (net of restructuring costs and cash charges taxes)(150) Free Cash Flow $ 173 $ 217 $362 $303 (1) Cash Unleveraged interest Free expense Cash 172 Flow 108 $ (1) Primarily includes: Restructuring $ charges 325 $452 from $ plant consolidations, integration costs, non-recurring merger costs and employee severance.