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PINNACLE FOODS INC. (Exact Name of Registrant As Specified in Its Charter)

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PINNACLE FOODS INC. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 15, 2016 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 399 Jefferson Road, Parsippany, New Jersey 07054 (Address of Principal Executive Offices) (Zip Code) 973-541-6620 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. On December 15, 2016, Pinnacle Foods Inc. (the “Company”) hosted an investor luncheon and presentation in New York City. 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 1933. The presentation may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward- looking 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 filed with the Securities and Exchange Commission on February 25, 2016 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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 99.1 Slide Show Presentation at Investor Luncheon by Pinnacle Foods Inc. – December 15, 2016 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PINNACLE FOODS INC. By: /s/ Craig Steeneck Name: Craig Steeneck Title: Executive Vice President and Chief Financial Officer Date: December 15, 2016 3 EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Slide Show Presentation at Investor Luncheon by Pinnacle Foods Inc. – December 15, 2016 4 Exhibit 99.1 Pinnacle Foods AMPLIFYING THE PLAYBOOK Investor Meeting December 15, 2016 Forward-Looking Statements & Non-GAAP Financial Measures This presentation contains “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, projections and targets, many of which, by their nature, are inherently uncertain. Such expectations, beliefs, projections and targets are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs, projections and targets will be achieved and actual results may differ materially from what is expressed in or indicated by the forward- looking statements. Forward-looking statements are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including risks detailed in Pinnacle Foods Inc.’s (“Pinnacle Foods,” “Pinnacle” or the “Company”) filings with the U.S. Securities and Exchange Commission (the “SEC”). Nothing in this presentation should be regarded as a representation by any person that these forward-looking statements will be achieved. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. This presentation includes certain non-GAAP financial measures, which differ from results using U.S. Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures should be considered as supplements to the GAAP reported measures, should not be considered replacements for, or superior to, the GAAP measures and may not be comparable to similarly named measures used by other companies. Non-GAAP financial measures typically exclude certain charges, which are not expected to occur routinely in future periods. The Company uses non-GAAP financial measures internally to focus management on performance excluding these special charges to gauge our business operating performance. Management believes this information is helpful to investors because it increases transparency, and assists investors in understanding the underlying performance of the Company and in the analysis of ongoing operating trends. Additionally, management believes that non-GAAP financial measures are frequently used by analysts and investors in their evaluation of companies, and its continued inclusion provides consistency in financial reporting and enables analysts and investors to perform meaningful comparisons of past, present and future operating results. The most directly comparable GAAP financial measures and reconciliations to non-GAAP financial measures are set forth in the appendix to this presentation and included in the Company’s filings with the SEC. 2 Pinnacle FOODS INC. Pinnacle Management Team Mark Clouse Craig Steeneck Mark Schiller CEO EVP & CFO President N.A. Retail 3 Pinnacle FOODS INC. Pinnacle Management Team Chris Boever EVP & Chief Customer Officer Mike Wittman EVP & Chief Supply Chain Officer Michael Allen EVP & President Boulder 4 Pinnacle FOODS INC. Pinnacle Management Team Mike Barkley EVP & Chief Marketing Officer Mary Beth DeNooyer EVP & Chief HR Officer Kelley Maggs EVP, Secretary & General Counsel 5 Pinnacle FOODS INC. Agenda • Overview • Amplifying the Playbook • Financial Performance • Outlook 6 Pinnacle FOODS INC. Diversified Portfolio 16% Boulder Brands 34% Duncan Hines Grocery 2015 Net Sales $3.2 billion 39% Birds Eye Frozen 11% Specialty Note: Pro forma for Boulder Brands acquired on January 15, 2016. 7 Pinnacle FOODS INC. Broad Scale and Capabilities 16 Manufacturing Facilities Retail Distribution Channels Grocery / Mass Natural & Organic Club & Dollar E-Commerce Temperature Classes Frozen Grocery Refrigerated 5.1k Employees 8 Pinnacle FOODS INC. Attractive Value Creation Since IPO TSR 180% since IPO Adjusted Basis LT Organic Growth Target 2013 2014 2015 Net Sales In Line with Categories Outpaced Categories Outpaced Categories Outpaced Categories Operating Income 4 - 5% 10% 13% 5% EPS 7 - 8% 39% 14% 10% Dividend Yield 3 - 4% 3% 3% ~2-3% 10 - 12% 42% 17% 13% Accretive Acquisitions Accelerate Growth Beyond Algorithm Note: Operating Income and EPS presented above are on a Non-GAAP basis. See reconciliation to GAAP financial measures in Appendix. Total Shareholder
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