PINNACLE FOODS INC. FOODS PINNACLE 2016 ANNUAL REPORT ANNUAL 2016 399 Jefferson Road • Parsippany, NJ 07054 PINNACLE FOODS INC. 2016 ANNUAL REPORT pinnaclefoods.com 98199_Pinnacle_Cover.indd 1 4/5/17 3:36 PM 2016 HIGHLIGHTS CORPORATE & INVESTOR INFORMATION (in millions except per share) 2015 2016 Change Net Sales $2,656 $3,128 +17.8% Headquarters Dividends Pinnacle Foods Inc. Dividends are paid quarterly in January, Adjusted Gross Profit $750 $921 +22.8% 399 Jefferson Road April, July and October. % Net Sales 28.2% 29.4% +120 bps Parsippany, NJ 07054 (973) 541-8620 Adjusted EBIT $443 $539 +21.6% www.pinnaclefoods.com Independent Registered Public Accounting Firm % Net Sales 16.7% 17.2% +50 bps Deloitte & Touche LLP Adjusted Net Earnings $225 $254 +12.8% Stock Exchange Listing Parsippany, NJ New York Adjusted Diluted EPS $1.92 $2.15 +12.0% Ticker Symbol: PF Diluted Shares Outstanding 117.3 118.2 +0.8% Corporate News and Reports A wide range of information about the Free Cash Flow1 $265 $387 +$122 Investor Relations Company, including news releases, Maria Sceppaguercio financial reports, investor information, Senior Vice President, Investor Relations corporate governance and career email: [email protected] opportunities are available on our website: website: http://investors.pinnaclefoods.com www.pinnaclefoods.com 2016 was another good year (973) 434-2924 for Pinnacle, demonstrating the Printed materials such as the Annual Report enduring nature of our business on SEC Form 10-K and quarterly reports on model and value creation strategy. Virtual Annual Meeting of Stockholders SEC Form 10-Q may be requested via our The annual meeting of stockholders website or by calling (973) 434-2924. will be held on Tuesday, May 23, 2017 at 10:00 a.m. EDT. The meeting will be conducted via live webcast at Forward-Looking Statements • Grew net sales by 17.8% versus 2015, • Maintained selling, general and www.virtualshareholdermeeting.com/PF2017 This Annual Report contains statements that reflecting the impact of the Boulder administrative overhead expenses at are forward-looking and actual results could Brands acquisition and a solid base approximately 9% of net sales, among differ materially. Factors that could cause business the lowest in our industry Transfer Agent and Registrar this difference are set forth in Items 1 and 1A Computershare Investor Services • Gained overall composite market share2 • Grew adjusted diluted EPS by 12% to $2.15 of the accompanying Annual Report on P.O. Box 43078 for the fifth consecutive year, fueled SEC Form 10-K. • Expanded free cash flow to $387 million, Providence, RI 02940-3078 by strength of both existing and new a $122 million increase versus 2015, and (877) 373-6374 products improved net leverage ratio to 4.19x • Expanded gross margin by 120 basis • Increased our dividend rate by 11.8% points, driven by strong productivity, during the year higher net price realization and favorable product mix, as well as the benefit of the • Acquired and seamlessly integrated Boulder Brands acquisition Boulder Brands, expanding our presence in growing and complementary health and wellness categories Note: Excludes items affecting comparability. See reconciliation to GAAP financial measures at the end of this Report. 1 Defined as Net Cash Provided By Operating Activities less Capital Expenditures. 2 Reflects legacy Pinnacle retail businesses based on Pinnacle’s IRI custom database for the 52-week period ended 12/25/2016. 98199_Pinnacle_Cover.indd 2 4/6/17 3:48 PM DEAR SHAREHOLDERS As I write my first letter to you as CEO, I can’t help but reflect on the early days of joining Pinnacle and getting to know the culture and the team. At that point in time, Pinnacle had significantly outperformed its long-term performance targets each year since going public and was rewarded in the financial markets for doing so. Given this success, some observers questioned the magnitude of the value creation opportunity that remained, but I was convinced that the Pinnacle operating model—the Playbook, as we call it—in the hands of the Pinnacle team had plenty of runway ahead. Almost a year later, and with another strong performance in the record books, I firmly believe that we are just getting started! $ MARKET SHARE GROWTH With momentum on our strong base business and the Cumulative Point Change since 20111 Boulder Brands acquisition, which closed in January 2016, we delivered double-digit growth in net sales +1.8 and Adjusted diluted EPS this past fiscal year. We also grew composite market share for the fifth consecutive +1.1 year, with our performance accelerating over the period. Our profit margins advanced significantly and +0.6 we maintained our cost discipline, keeping overhead +0.3 expenses among the lowest in our industry. We +0.1 also meaningfully improved our free cash flow and net leverage ratio and strengthened our return to 12 13 14 15 16 shareholders with a 12% increase in our dividend rate. LT Organic Growth 2013 2014 2015 2016 Algorithm Actual Actual Actual Actual Net Sales In line with Outpaced Outpaced Outpaced Outpaced categories categories categories categories categories Operating Income 4–6% 10% 13% 5% 22% EPS 7–9% 39% 14% 10% 12% Dividend Yield 2.5% 3% 3% 3% 2% Total 10–12% 42% 17% 13% 14% Total Shareholder Return since IPO2 40% 75% 121% 192% Accretive Acquisitions Accelerate Growth Beyond Algorithm Note: Excludes items affecting comparability. See reconciliation to GAAP financial measures at the end of this Report. 1 Represents cumulative composite $ market share change since 2011 for legacy Pinnacle retail businesses, based on Pinnacle’s IRI custom database. 2 Total Shareholder Return (TSR) represents stock price appreciation with dividends reinvested on the ex-dividend date. The TSR is based on the $20 stock price at the time of the Company’s IPO on 3/28/2013. PINNACLE FOODS INC. 2016 ANNUAL REPORT | 1 98199_Pinnacle narrative_Final.indd 1 4/11/17 4:23 PM ...Unleashing Brand Potential “speaks to the combined power of the Pinnacle Playbook and the world-class execution capabilities of our team... This progress was achieved while we seamlessly integrated the Boulder Brands acquisition, ” including capturing the Year I acquisition synergies contemplated at the time of the transaction. Importantly, our outlook for the earnings power of this business has grown consistently over the past year, as we gained greater visibility to the benefit of more tightly managing the supply chain and overhead expenses, strengthened our conviction regarding the underlying growth potential of Boulder’s on-trend health and wellness portfolio, and identified some additional synergies for 2018 that will drive incremental savings beyond initial expectations. Successful innovation and meaningful savings from our Maximizing Value through Productivity (MVP) program were also significant contributors to our strong results in 2016, as they have been in the past. New platform launches behind several of our Leadership Brands, most notably Birds Eye, not only drove sales and margin growth, but also fueled double- digit retail distribution expansion, positioning us for another good year in 2017. LEADERSHIP 67% OF NET SALES BRANDS ACCELERATE CORE ® FOUNDATION 33% OF NET SALES BRANDS TM ® 2 | PINNACLE FOODS INC. 2016 ANNUAL REPORT 98199_Pinnacle narrative_Final.indd 2 4/12/17 1:05 PM THE PINNACLE PLAYBOOK EXPAND ACCELERATE STRENGTHEN INCREASE M&A MARGINS PROFITABLE CAPABILITIES; POTENTIAL AND CASH TOP-LINE MAINTAIN FLOW GROWTH COSTS An important enabler to our success has been our lean organization structure. Not only is it an efficiency benefit, but it is also an important effectiveness benefit. It fosters a culture of focus and speed by highly engaged employees who understand how to prioritize and make smart trade-offs. The strong performance we have delivered over the past four years would not have been possible without the loyalty and dedication of our 5,500 employees across the organization. Their unwavering passion and commitment to our Company is truly unique in the industry, and it is with sincere gratitude that I acknowledge and thank them. Going forward, our mission of Unleashing Brand Potential speaks to the combined power of the Pinnacle Playbook and the world-class execution capabilities of our team, applied against a rigorous adherence to the role each brand plays within our portfolio. By leveraging the strategic pillars of the Playbook—namely, expanding margins and cash flow, accelerating profitable top-line growth, strengthening our capabilities while maintaining costs and increasing our M&A potential—we have significantly outperformed our long-term performance targets for the fourth consecutive year, and we have our sights set on continuing to do so in the years ahead. In closing, I hope you share our excitement regarding the significant value creation that lies ahead for our Company. On the following pages, we provide a glimpse into how we are harnessing the Pinnacle Playbook and our organizational capabilities on our path of Unleashing Brand Potential... Mark Clouse Chief Executive Officer April 12, 2017 PINNACLE FOODS INC. 2016 ANNUAL REPORT | 3 98199_Pinnacle narrative_Final.indd 3 4/12/17 1:27 PM EXPAND MARGINS AND CASH FLOW Expanding margins and cash flow have been, and will continue to be, critical drivers of meaningful value creation at Pinnacle. We have improved Adjusted gross margin by 430 basis points over ADJUSTED GROSS PROFIT1 the past four years, and we expect another 300-400 basis points of % of net sales improvement over the next three years. The single biggest driver of our Adjusted gross margin improvement +430 bps 29.4% 28.2% has been our MVP program. This comprehensive productivity program 27.4% 27.0% uses a cross-functional, end-to-end approach that begins with ideation and progresses through project evaluation, rigorous planning and 25.1% tracking and strong ongoing governance.