Exhibit (a)(5)(D)
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Good becomes BETTER!
Town Hall Meeting December 10, 2015
Bob Gamgort ?CEO
Reinvigorating Iconic Brands
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Forward?Looking Statements
Statements in this document may contain, in addition to historical information, certain forward?looking statements. Some of these forward?looking statements may containwords like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or they may use future dates. Forward?looking statements in this document include without limitation statements regarding the planned completion of the transaction. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risksand uncertainties related to: statements regarding theanticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; the percentage of the Company’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, vendors and other business partners; stockholder litigation in connection with the transaction; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10?K for the year ended December 31, 2014 and subsequent quarterly reports on Form 10?Q, as well as the tender offer documents to be filed by Pinnacle and Purchaser and the Solicitation/Recommendation Statement to be filed by the Company. The Company undertakes no obligation to update any forward?looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward?looking statements in this document are qualified in their entirety by this cautionary statement.
On December 9, 2015, Pinnacle Foods Inc. (“Pinnacle”) filed with the SEC a Tender Offer Statement on Schedule TO regarding the tender offer for all shares of common stock of Boulder Brands, Inc. (“Boulder”). Boulder’s stockholders are strongly advised to read the tender offer materials carefully and in their entirety (as updated and amended from time to time) filed by Pinnacle with the SEC, because they contain important information that Boulder’s stockholders should consider before tendering their shares. The tender offer statement and other documents filed by Pinnacle with the SEC are available for free at the SEC’s website (http://www.sec.gov)or by directing a request to Pinnacle by contacting D.F. King & Co., Inc., Information Agent for the Offering, toll?free at
1 (800) 499?8159.
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WHY THIS MAKES SENSE
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Basis for Interest
? Expanded presence in complementary health and wellness categories, expect to utilize BDBD HQ as base for Health & Wellness expansion.
? Leverage Pinnacle’s scale and capabilities in frozen manufacturing / distribution and sales /category management to accelerate growth and efficiency.
? Provides foundation to plug?in additional health and wellness assets via acquisition.
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Our goal: Expand what makes Boulder special while capitalizing on the scale and capabilities of Pinnacle
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WHO WE ARE
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Our mission:
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[gra]
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March 28, 2013
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Executive Leadership Team
Bob Craig Mark Mike Chris Mike Mary Beth Kelley
Gamgort Steeneck Schiller Wittman Boever Barkley DeNooyer Maggs
EVP &
EVP & Chief EVP & Chief
Chief EVP & Chief President EVP & Chief EVP & Chief EVP &
Supply Human
Executive Financial North Customer Marketing General
Chain Resources
Officer Officer America Officer Officer Counsel
Officer Officer
Retail
28 years in 24 years in 29 years in 35 years in 24 years in 20 years in 22 years in 22 years in
CPG CPG CPG CPG CPG CPG CPG CPG
industry industry industry industry industry industry industry industry
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Pinnacle Timeline
M&A Focus on H&W Categories
2001 2004 2006 2007 2009 2013 2014
Made Initial Added Founded Added Public Offering through Added Centralia Plant Merged with Armour Acquired & purchased Birds Eye (Duncan Hines) Aurora Foods from Dial by Blackstone assets Foods & Corporation Added from Vlasic Gardein Wish-Bone
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Pinnacle portfolio is diverse, with scale in frozen
2014 Net Sales: $2.6 billion*
Canada Other
Shelf-Stable Frozen Products Products
Specialty
Other Snacks Private Label Food Service
* Includes Gardein 2014 run-rate sales of $57 million.
Birds Eye Frozen and Duncan Hines Grocery combined represent NA Retail.
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Our Supply Chain Network
Vancouver, BC—Gardein
Grocery/
Specialty Algona, WA—Snacks
Fennville, MI – Fruit Fillings and Toppings
Plants
Imlay City, MI—Pickles
Waseca, MN – Frozen Vegetables
Berlin, PA—Snacks
Darien, WI—Frozen Vegetables & Meals
Hagerstown, MD—Garden Fort Madison, IA – Canned Meat Mattoon, IL—Frozen Bagels
St Elmo, IL – Syrups and BBQ Sauce
Fayetteville, AR – Frozen Meals Centralia, IL- Duncan Hines
Jackson, TN – Frozen Breakfast, Pizza, Seafood
Grocery Grocery Distribution Plants 7 Centers* 8 Frozen Frozen Plants 7 Distribution Centers* 10
*Represents third party logistics providers
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WHAT WE DO
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Pinnacle Strategy
Long?Term
? Portfolio management directs
Organic Growth Algorithm
investments to highest ROI opportunities
Net Sales In Line with reinvigoration Categories? Brand driven by strong innovation and renovation programs Operating Income 4 – 5%
? Industry leading productivity and EPS 7 – 8% overhead cost structure minimizes
“brand tax” Dividend Yield
3 – 4%
? High Free Cash Flow conversion provides optionality to drive
10 – 12%
shareholder return
Accretive acquisitions would accelerate growth further
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TSR Delivery vs. Algorithm
LT Organic
2013 Actual 2014 Actual Growth Algorithm
In Line with Outpaced Outpaced
Net Sales
Categories Categories Categories
Operating Income 4 – 5% 10% 13% EPS 7 – 8% 39% 14% Dividend Yield 3 – 4% 3% 3%
10 – 12% 42% 17%
Future Accretive Acquisitions Would Accelerate Growth
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Pinnacle Portfolio Management Strategy
Leadership Brands Foundation Brands
Invest in innovation and marketing Focus on brand “renovation” to drive sales growth and share Deliver competitive pricing and quality expansion merchandising
Focus on “breakthrough” innovation
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Pinnacle Foods Composite Market Share
Growth driven by strong performance of Leadership Brands
2012 2013 2014 2015 YTD $ Market Share +0.1 pts. +0.3 pts. +0.2 pts. +0.5 pts.
(Change vs. PY)
Leadership Brands
Pinnacle Growing/ Market Holding Category Position Share
Frozen Vegetables #1 Frozen Complete Bagged Meals #1 Frozen Prepared Seafood #2 Frozen/Refrig. Meat Substitutes #4 Shelf?Stable Pickles #1 Table Syrups #1 Cake/Brownie Mixes and Frostings #2 Shelf?Stable Salad Dressings #3
Source: IRI US Multi?Outlet data, YTD ending 11/1/15; based on IRI’s Pinnacle custom definitions; market position ranks
are among branded players.
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Pinnacle has experience doing this as well…
$1 Billion Sales
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Birds Eye Voila!
Vegetable?rich complete meals at a great value
Regular Size $ Market Share
39.8%
33.9%
28.0%
23.7%
21.1%
17.2%
15.7%
Family Size
2009 2010 2011 2012 2013 2014 2015 YTD
? More than doubled share and grew consumption 88% since acquisition? 2015 YTD consumption +16%? Adding capacity in Q4 2015
Source: IRI US Multi?Outlet data; based on IRI’s Pinnacle custom definitions.
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2015 Birds Eye Innovation
Full Flavor
Blends Protein
Disney®
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$55mm capital investment
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2016 New Products
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Rapidly?growing innovator in the plant?based protein segment Acquired November 14, 2014
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2015 New Products
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HOW WE DO IT
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Culture can create a sustainable, competitive advantage
Strategies, structure,
Strong positive culture Talent & processes will will enable us to weather continuously evolve YET Mission the inevitable storms Our Mission and Culture Should ground us Strategic Plan
Organization Structure & Talent
Process & Protocols
Values and Behaviors
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collaboration
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NEXT STEPS
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Next Steps
Nov 24, 2015 December January
‡ Definitive ‡ Tender Offer to ‡ Merger Completed Agreement Shareholders Signed ‡ Integration Teams
‡ Preparation Formed
WORKING
‡ Initial TOGETHER!
Information Exchanged
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