Bob Evans Farms (BOBE) DEFA14A Additional proxy soliciting materials

Investor Presentation

March 2014 (revised 3.5.14)

Steve Davis, Chairman and Chief Executive Officer

Paul DeSantis, Chief Financial Officer

Scott Taggart, VP, Investor Relations

1

Exhibit 99.1

Safe Harbor Statement

2

Under the Private Securities Litigation Reform Act of 1995

Certain statements in this presentation that are not historical facts are forward-looking statements.  Forward-looking statements involve various

important

assumptions,

risks

and

uncertainties.

Actual

results

may

differ

materially

from

those

predicted

by

the

forward-looking

statements

because of various factors and possible events, including, without limitation:

Negative publicity or litigation regarding allegations of food-related illness,

Failure to achieve and maintain positive same-store sales,

Changing business conditions, including energy costs,

Overall macroeconomic conditions that may affect consumer spending, either nationwide or in one or more of the Company’s major markets

Competition in the restaurant and food products industries,

Ability to control restaurant operating costs, which are impacted by market changes in the cost or availability of labor and food, minimum wage and

other employment laws, health care costs, fuel and utility costs,

Changes in the cost or availability of acceptable new restaurant

sites,

Adverse weather conditions in locations where we operate our restaurants,

Consumer acceptance of changes in menu offerings, price, atmosphere and/or service procedures,

Consumer

acceptance

of

our

restaurant

concepts

in

new

geographic

areas,

and

Changes in hog and other commodity costs.

We also bear the risk of incorrectly analyzing these risks or developing strategies to address them that prove to be unsuccessful.

Certain

risks,

uncertainties

and

assumptions

are

discussed

under

the

heading

“Risk

Factors”

in

Item

1A

of

our

Annual

Report

on

Form

10-K

for the fiscal

year ended April 26, 2013.  We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995.  It is impossible to

predict or identify all such risk factors.  Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. 

Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement

to reflect circumstances or events that occur after the date on which the statement is made to reflect unanticipated events.  Any further disclosures in our

filings with the Securities and Exchange Commission should also be consulted.  All subsequent written and oral forward-looking statements attributable to

us or any person acting on behalf of the company are qualified by the cautionary statements in this section.

IMPORTANT ADDITIONAL

INFORMATION

3

The

Company,

its

directors

and

certain

of

its

executive

officers

are

participants

in

the

solicitation

of

stockholders

in

connection

with the matters raised by Sandell Asset Management and its affiliates (“Sandell”). The Company may file a preliminary consent

revocation statement (the “Consent Revocation Statement”) with the Securities and Exchange Commission (the “SEC”) in

connection with a solicitation of consents by Sandell. Information regarding the names of the Company’s directors and executive

officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy

statement for its 2013 annual meeting of stockholders, filed with the SEC on July 12, 2013. Additional information can be found in

the Company’s Annual Report on Form 10-K for the year ended April 26, 2013, filed with the SEC on June 21, 2013 and its Quarterly

Reports on Form 10-Q for the first three quarters of the fiscal year ended April 26, 2014 filed on September 3, 2013, December 26,

2013,

and

March

4,

2014,

respectively. To the extent holdings of the Company’s securities have changed since the amounts printed

in the proxy statement for the 2013 annual meeting of stockholders, such changes have been reflected on Initial Statements of

Beneficial

Ownership

on

Form

3

or

Statements

of

Change

in

Ownership

on

Form

4

filed

with

the

SEC.

These

documents

are

available

free

of

charge

at

the

SEC’s

website

at

www.sec.gov.

If the Company files a definitive Consent Revocation Statement with the SEC, the Company promptly will mail the definitive

Consent

Revocation

statement

and

a

form

of

consent

revocation

to

each

stockholder

entitled

to

deliver

a

written

consent

in

connection with the possible consent solicitation. WE URGE INVESTORS TO READ ANY CONSENT REVOCATION STATEMENT

(INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH

THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION. Stockholders will be able to obtain, free of charge, copies of any Consent Revocation Statement and any other

documents filed by the Company with the SEC in connection with the possible consent solicitation at the SEC’s website at

www.sec.gov.

In

addition,

copies

will

also

be

available

at

no

charge

at

the

Investors

section

of

the

Company’s

website

at

http://investors.bobevans.com/sec.cfm.

Non-GAAP Financial Measures

4

The Company uses non-GAAP financial measures within this presentation. 

These financial measures are used by management to monitor and evaluate the

ongoing performance of the Company.  The Company believes that the

additional measures are useful to investors for financial analysis.  However,

non-GAAP measures are not in accordance with, nor are they a substitute for,

GAAP measures.  Reconciliations of non-GAAP financial measures to the most

directly comparable GAAP financial measures are provided in the Appendix to

this presentation.

GROWING

OUR

REGIONAL

BRANDS

INTO

POWERFUL

NATIONAL

BRANDS

COMPANY FACT SHEET

FISCAL 2014 Q3

NASDAQ: BOBE

NEW RESTAURANTS

FY’14          4

FY’15E        up to 10

562 Restaurants

19 States

as of 1/24/14

REMODELS

FY’14     230

AVERAGE UNIT VOLUME

$1.74 million (FY’

13)

“Discover farm-fresh goodness”

“Come see what’s cooking”

Bob

Evans

Farms,

Inc.

is

comprised

of

two

key

business

segments:

Bob

Evans

Restaurants

and

BEF

Foods.

Bob Evans

Restaurants

operates

562

full-service

restaurants

located

in

19

states

with

a

heavy

concentration

in

the Midwest.

BEF

Foods produces and distributes refrigerated side dishes, pork sausage and a variety of refrigerated and frozen

convenience food items through retail and food service channels.

.

FOUR KEY LINES OF BUSINESS

Sausage, Refrigerated Sides, Frozen and Food Service

Sold at 30,000+ retail locations in 50 states and Mexico

Bob Evans/Owens

Bob Evans Growth Markets

Bob Evans

5

New Albany, Ohio  43054

8111 Smith’s Mill Road

www.bobevans.com

Bob Evans Farms Investor Relations

BOB EVANS RESTAURANTS

6

VISION

BEF FOODS, INC.

NATIONAL

Powerful

REGIONAL

Make Our

BRANDS

BRANDS

Business Segments

7

26%

*

74%

*

* Excludes Mimi’s Café

segment (sold 2-15-13)

(FY 2013)

Source: IFMA Forecast & Outlook ‘82-’11

Technomic ‘12

Bob Evans is Well-Positioned to Capture

Both Grocery and Restaurant Consumption

Percent Dollars Spent Over Time

8

$12

Billion+

(The value of a

single share

point)

35%

40%

45%

50%

55%

60%

65%

82

83

84

85

86

87

88

89

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05

06

07

08

09

10

11

12

Restaurant

Grocery

Our Shareholder Value Creation Goal:

10 to 12 Percent Annual Diluted EPS Growth

9

10

By the end of FY 2015, BOBE expects to return over $900 million

to shareholders since FY 2007 through strong dividend and share

repurchase performance

BOBE Employs a Strategic and Balanced Approach to Capital Allocation

INTERNAL FACTORS

Potential future investment opportunities

Lifecycle stage of firm

Projected operating performance

Regularity and certainty of income

Structure of assets

Financial covenants

Desire to return capital

Period and purpose of financing

EXTERNAL FACTORS

Macroeconomic environment

Economic fluctuations

Seasonal variations

Nature of industry competition

Capital market conditions

Bank market conditions

Nature/orientation of investors

Statutory requirements

Taxation policy

Maximize

flexibility

Minimize

financial risk

Minimize

cost of capital

Maximize return

to shareholders

Minimize

complexity

DRIVE

OPTIMAL CAPITAL

STRUCTURE

A Track Record of Balanced Capital Allocation

11

$270M

$401M

$110M

$163M

Fiscal

2008-2012

Fiscal

2013

$52M

$30M

$124M

$63M

Debt

Repayment

Dividends

Share

Repurchases

CapEx

Dividends

Share

Repurchases

Acquisition

CapEx

12

Weighted Average Diluted Shares Outstanding (000’s)

Ongoing Share Repurchase Programs have Reduced

Diluted Shares Outstanding by 28%

Since Fiscal 2007

Projected share

count reduction

of ~33% by

FYE’14

36,484

33,315

30,744

30,890

30,422

29,781

28,094

26,377

25,000

27,000

29,000

31,000

33,000

35,000

37,000

FY 2007

FY 2008

FY 2009

FY 2010

FY 2011

FY 2012

FY 2013

3Q 2014

Annual Dividend has Doubled Over the Last Five Years

13

$0.54

$0.56

$0.60

$0.68

$0.78

$0.95

$1.075

$1.205

FY 2007

FY 2008

FY 2009

FY 2010

FY 2011

FY 2012

FY 2013

FY 2014E

14

($ millions)

Transforming our Company and

Rewarding

Shareholders

1

For

additional

details

concerning

FY

2014

and

FY

2015

guidance,

see

the

Company’s

3Q

Fiscal

2014

earnings

release

dated

March

4,

2014.

2

Note: excludes Mimi’s Café.

3

See appendix for details concerning transformational investments.

Share Repurchases

1

1

$69

$155

$5

$21

$19

$70

$63

$225

up to

$100

$45

$64

$65

$41

$39

$81

$120

$175

-$200

3

$85-$115

$0

$50

$100

$150

$200

$250

2007

2008

2009

2010

2011

2012

2013

2014E

2015E

Capital Expenditures ²

Restructuring/Rebuilding

Transforming for Growth

15

($ millions)

Investing Efficiently with Prudent Debt Management

Capital

Expenditures

1

1

Note: excludes Mimi’s Café.

Net Debt

$0

$50

$100

$150

$200

$250

$300

2007

2008

2009

2010

2011

2012

2013

$120

$81

$39

$45

$64

$65

$41

$177

$276

$238

$173

$92

$100

$193

Restructuring/Rebuilding

Transforming for Growth

Evolution of our Capital Allocation Strategy

16

After significant capital investment in fiscal 2014

($175-$200M), we expect to:

increase free cash flow for share repurchase and

dividend programs 

reduce annual capital expenditures to maintenance

levels plus provision for future growth investments

target a 3.0x debt/EBITDAR ratio, with additional

leverage capacity for restaurant incubator or bolt-on

foods acquisitions 

Target Leverage Ratio In-line with Other

Restaurant Companies

17

Adjusted net debt peer average (ex-BOBE):

3.3 x

PF FYE

‘14

Adjusted Leverage Benchmarking Analysis

Franchise

Mix

(a)

10%

99%

14%

90%

9%

2%

45%

28%

0%

0%

2%

0%

56%

18%

Real Estate

Ownership

(b)

81%

37%

20%

21%

11%

87%

83%

9%

86%

66%

0%

3%

26%

37%

5.8x

5.6x

4.4x

4.3x

3.9x

3.6x

3.1x

3.0x

3.0x

2.7x

2.6x

1.8x

1.4x

0.9x

Note:

(a)

(b)

Rent expense is capitalized at 8.0x.; LTM EBITDAR represents LTM EBITDA plus rent expense for the most recent fiscal year; balance sheet data based

on latest publicly available information as of 1/24/14.

Defined as number of franchised locations as a percentage of total systemwide units based on most recent quarterly filings as of 1/24/14.

Owned property applies to both land or building and accounts for only company-operated restaurants.

18

Evaluation of Debt Financing Alternatives

Revolving

Credit Facility

Incremental

Term Debt

Secured

Financing

Unsecured

Bonds

Sale

Leaseback

Minimally

restrictive

Highly

restrictive

Low

cost

High

cost

1

See reconciliation of Adjusted Operating Income (non-GAAP) to Reported Operating Income (GAAP) in the Appendix of this presentation.

2

For additional details concerning FY 2014 guidance, see the Company’s 3Q Fiscal 2014 earnings release dated March 4, 2014.

Mimi’s Café

Divestiture Improves Adjusted

Operating Margin

1

Profile

FY 2004 (pre-Mimi’s)

FY 2013

FY 2014 Guidance

2

BER

BEF

Consol

Mimi’s

8.2%

8.8%

6.6%

-2.3%

19

8.2%

9.5%

9.7%

BER

BEF

Consol

BER

BEF

Consol

5.0-5.5%

5.0-5.5%

5.0-5.5%

1

See reconciliation of Adjusted Operating Income (non-GAAP) to Reported Operating Income (GAAP) in the Appendix of this presentation.

2

For

additional

details

concerning

FY

2014

and

FY

2015

guidance,

see

the

Company’s

3Q

Fiscal

2014

earnings

release

dated

March

4, 2014.

20

Transformations Drive Estimated Five-Year 300-350

Adjusted Operating Margin

1

Basis Point Improvement

FY 2014 Guidance

2

7.0-8.0%

10.0-11.0%

8.0-9.0%

BER

BEF

Consol

5.0-5.5%

5.0-5.5%

5.0-5.5%

FY 2015E

2

BER

BEF

Consol

Key FY ’15 Profit Drivers

BER

•

SSS: 3% to 3.5%

•

8 to 10 new restaurants

•

No Farm Fresh Refresh

and Workforce Mgt.

Implementation Costs

BEF

•

8 to 9% net sales

growth

•

No sales impact from

supplier dispute

•

Increased pricing

•

Efficiencies from plant

network consolidation/

optimization

Corporate

•

Remainder of Mimi’s Café

carryover costs eliminated

Key Components of 10-12% Long-Term

Diluted EPS Growth Guidance

21

workforce management

food cost optimization

menu management

FFR 2.0 

side dish vertical

integration 

implement Lean 

manufacturing w/side dish

production

transformational systems

upgrades

SG

&

A

formerly

allocated

to

Mimi’s

Café

eliminated

by

FY2015

Refinancing/interest reduction

ERP implementation

6.0% to 7.0%

refrigerated side dish and

food service products to

drive growth

Avg. Annual Net

Sales Growth:

Margin Innovation:

(300-350 basis point

improvement)

3.0% to 3.5%

up to 10 new restaurants

annually beginning FY

2015

* 40% sales flow-through assumed

Farm Fresh Refresh Financial Impact

Improves Free Cash Flow in FY2015

-$2.7

-$5.9

-$6.8

22

Impact

to P&L

($ millions)  

$0.0

** Includes incremental repair and maintenance expense associated with remodel construction.

-$1.1

-$2.5

-$3.0

-$1.6

-$3.4

-$3.8

FY2012

FY2013

FY2014E

FY2015E

Closed Day Sales Impact*

Pre-opening Expense**

# of remodels

195

0

87

230

1

See reconciliation of Adjusted Operating Income (non-GAAP) to Reported Operating Income (GAAP) in the Appendix of this presentation.

2

For additional details concerning FY 2014 guidance, see the Company’s 3Q Fiscal 2014 earnings release dated March 4, 2014.

Strategic Plant Network Optimization Leading to

a New Adjusted Operating Margin

1

Trajectory at BEF Foods

23

8.8%

5.0 –

5.5%

11.8-12.3%

10.5-11.0%

FY13

FY14E

FY15E

FY18E

+2.5%

Richardson, Texas, fresh sausage plant closure

Completion of Bidwell and Springfield, Ohio plant consolidations

to state-of-the-art Sulphur

Springs, Texas plant

Vertical integration and expansion of Kettle Creations’

Lima, Ohio, plant

2Q’14:

FY’14:

3Q’14:

300-350 Basis Point Margin Improvement

Backed by Past Productivity Performance

24

Fiscal Yr.

Fiscal Yr.

2013

2009

Consolidated Cost of Sales

30.3%

30.7%

Consolidated Op. Wages

31.7%

34.1%

Total Prime Costs

62.0%

64.8%

Sources of Recent Cost

Savings Initiatives Reflect

Enterprise-Wide Focus on

Productivity

supply chain

cost of sales

labor

Categorization of cost savings initiatives

reflects company estimates.

Improvement

40bps

240bps

280bps

23%

23%

54%

Aggressively Managing Labor and G&A Costs

25

*

*

*

*BOBE officers went without annual pay increases

($ millions)

BENEFIT COST PER

FULL TIME

EQUIVALENT ($ 000’s)

$20.6

$20.2

$19.0

$19.6

$19.6

$19.2

Source:  Total Rewards Department, Bob Evans Farms, Inc.

$10 million of annual

overhead costs formerly

allocated to Mimi’s Café

to

be eliminated by the end of

FY 2014.

$700

$650

$600

$550

$500

$450

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013

1

See reconciliation of Adjusted Operating Income (non-GAAP) to Reported Operating Income (GAAP) in the Appendix of this presentation.

2

For additional details concerning FY 2015 guidance, see the Company’s 3Q Fiscal 2014 earnings release dated March 4, 2014.

26

Transformations Drive Estimated Five-Year 300-350

Adjusted Operating Margin

1

Basis Point Improvement

7.0-8.0%

10.0-11.0%

8.0-9.0%

FY 2013

Consol

Mimi’s

-2.3%

8.2%

8.8%

6.6%

BER

BEF

FY 2015E

2

BER

BEF

Consol

FY 2018E

BER

BEF

Consol

11.5-12.0%

11.8-12.3%

11.2-11.7%

27

“Come see what’s cooking ”

562 restaurants in 19 states

as of 1/24/14

Full-service family restaurants featuring a

wide variety of menu items for both on-and-off premise dining

TM

Net Sales (FY 2013)  $981 million (74% of total

*

)

Average Annual Unit Sales (FY 2013)  $1.74 million

Overview:  Bob Evans Restaurants

Breakfast

Lunch

Dinner

28

33%

39%

28%

Avg. Dine-In Guest Check/Per Guest (3Q FY 2014)  $18.29/$9.35

Average Carryout Check (3Q FY 2014)  $16.90

* Excludes

Mimi’s

Café

segment

(sold

2-15-13)

ALL THREE DAY PARTS SERVED (3Q FY 2014)

29

Build bench strength and staffing

to enable profitable expansion

Drive profitable guest counts –

dine-in and

off-premise (bakery, carryout, and catering)

Improve controllable expenses: Cost of Sales,

Cost of Labor, Direct Operating Expenses

Elevate the guest experience through

execution of “Best for My Guest”

programs

Complete Farm Fresh Refresh remodels and

prepare for accelerated new restaurant growth

FY 2014: ‘Vital Few’

Priorities

Accelerated Farm Fresh Refresh Program

Complete by FY2014

30

Approximate % of Chain Remodeled by Fiscal Year

Average capital investment per remodeled restaurant: ~$225k

Dining Room

& Lobby

Restrooms

Bakery,

Catering &

Carryout

Exterior,

Signage,

& Landscaping

CapEx Summary

(24% growth

capital, 76% maintenance capital)

(32 units)

(87 units)

(195 units)

(230 units)

44%

10%

24%

22%

FY11

FY12

FY13

FY14E

5%

20%

100%

56%

Farm Fresh Refresh:  Consistent Outperformance

31

Not Remodeled

FFR Year 1

Farm Fresh Refresh Outperformance vs. Non-remodeled

Restaurants

-5.0%

-4.0%

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

All FFR <1 Year

Non FFR

31

31

50

48

85

90

119

121

159            170

209   FFR Year 1

512

477

462

423

387

341

298

224

166

96     

Restaurant

count

57

Not Remodeled

Bakery

32

2013

87.7%

11.1%

0.5%

0.7%

100.0%

1.4%

(embedded in dine-

in and carryout

sales mix above)

2018E

~75%

100.0%

25%

2009

90.1%

7.9%

0.0%

2.0%

100.0%

0.6%

Total off-premise sales to reach 25% of sales mix by fiscal 2018.

Enabling an Aggressive

Off-Premise Strategy

Farm Fresh Refresh:

Dine-in

Carryout

Catering

Retail

Total

~7%

Bob Evans’

Off-Premise Opportunity

33

Annual Consumption of Restaurant Meals (per capita)

Dine-In

39%

Off-Premise

61%

Source:

NPD

Group

-

12

months

ending

3/31/13

QSR

74%

FULL

SERVICE

15%

FAMILY

SEGMENT

9%

Bold Goal: Drive Off-Premise to 25% of Sales Mix

Sales Mix

Growth %

8.0%

7.5%

6.5%

7.0%

8.5%

9.0%

9.5%

12.0%

11.5%

11.0%

10.5%

10.0%

2006

2007

2008

2009

2010

2011

2012

2013

Catering/Carryout

Bakery

34

Family Meals to Go

+8.6%

+5.3%

+8.5%

+3.9%

+0.6%

+15.4%

+12.9%

+7.9%

Off-Premise Sales Mix and Growth % by Year

New Restaurant Opening Strategy

35

NEW CONTIGUOUS MARKETS

FILL-IN EXISTING MARKETS

Up to 4 new restaurants planned for FY 2014.

8 to 10 new restaurants annually beginning FY 2015.

New Albany, IN

Altoona, PA

New Restaurant Prototype:

Brand relevant/lower investment

Reduced building cost by

approximately 13%

through efficient design in

Finneytown, OH and

Altoona, PA

Objectives:

36

Accentuate Farm

heritage

Leverage Farm Fresh

Refresh program insights

Test new “back-of-the-

house”

technologies and

layouts

Bob Evans Express Licensing Opportunity

•

Partnering with AVI Food

Systems, Inc.

•

Increases brand awareness in

existing and new geographies

and new venues

•

Popular favorites covering all

day parts

•

High quality menu to ensure

serving guests in a quick

manner

•

10 to 20 new locations by the

end of   FY 2015

•

Potential to independently

develop locations

•

Partnering with AVI Food

Systems, Inc.

•

Increases brand awareness in

existing and new geographies

and new venues

•

Popular favorites covering all

day parts

•

High quality menu to ensure

serving guests in a quick

manner

•

10 to 20 new locations by the

end of   FY 2015

•

Potential to independently

develop locations

37

•

•

First location, BMW USA manufacturing plant

First location, BMW USA manufacturing plant

in Spartanburg, SC, opened August 2013

in Spartanburg, SC, opened August 2013

•

•

Second location, Bob Evans Farms, Inc.

Second location, Bob Evans Farms, Inc.

corporate headquarters,  opened October 2013

corporate headquarters,  opened October 2013

38

“Discover farm-fresh goodness

”

TWO BRANDS

distinct geographic strengths

TM

Overview:  BEF Foods

39

FOUR KEY LINES OF BUSINESS

Sausage, Refrigerated Side Dishes, Frozen and Food Service

Sold at 30,000+ retail locations in 50 states and Mexico

sausage mix (% of total sales):  43%

sausage mix (% of total sales):  30%

Net Sales (FY’13) $349 million

26%

of

total

(excluding

Mimi’s

Café

Segment)

*Note:

Insourced

sales

data

reflects

sales

to

Bob

Evans

Restaurants

only

(Mimi’s

Café

excluded).

FY 2009 Sales Mix (pounds)

FY 2013 Sales Mix (pounds)

Side

Dishes

Other

Frozen

Retail

Sausage

14%

36%

29%

14%

7%

Food Service

(1% insourced*)

Side

Dishes

Other

3%

Frozen

5%

Food

Service

(5% insourced*)

Retail

Sausage

29%

24%

39%

FY 2014: Vital Few Priorities

40

Expand “in-source”

supplier relationships for the

restaurant segments and the food service industry

Drive sales through new authorizations

and geographic expansion

Drive margin expansion through Lean efficiencies

Optimize our plant and distribution network

Drive best-in-class ROIC

Source: IRI

BEF Foods:  Store/SKU Count

41

25,058

30,424

31,074

40,000

2009

3Q13

3Q14

2018

#

of

stores

12.6

11.1

17

3Q13

3Q14

2018

average SKUs per store

CORE MARKETS

NON CORE MARKETS

BEF Foods:  SKU Count and ACV Distribution

Core vs. Non-Core

42

Core Market: Chicago, Cincinnati, Cleveland, Columbus, Toledo, Detroit, Grand Rapids, Indianapolis, Peoria/Springfield, Pittsburgh, Philadelphia, Baltimore/Washington,

Buffalo/Rochester

SKUs/Store

ACV

SKUs/Store                    ACV

20.5

8.5

81.07

68.1

Opportunity

in Non-Core

Markets

SOURCE: IRI, FY14 Q2 - 13 weeks ending 1/26/14

1

See reconciliation of Adjusted Operating Income (non-GAAP) to Reported Operating Income (GAAP) in the Appendix of this presentation.

2

For additional details concerning FY 2014 and 2015 guidance, see the Company’s 3Q Fiscal 2014 earnings release dated March 4, 2014.

BEF Foods’

Transformations Offsetting $25+

Million Estimated Impact in Fiscal 2014 and 2015

43

Adjusted Operating Income ($ millions)

1, 2

Adjusted Operating Income ($ millions)

1, 2

FY 12

No Mitigation

Launched lean mfg. program

Transitioned from DSD

to warehouse

Expanded side dish products

(Kettle Creations acquisition)

Optimized sausage plant

network

Avg

Sow

Cost

$44.93

$61.58

$53.87

$71+

Est. Sow

cost

impact vs

2009

($ millions)

$17

$9

$26+

NOTE:  daily sow cost information available at:  http://www.ams.usda.gov/mnreports/lm_hg230.txt

$70

$25

$16.0

$20.2

$30.8

$18 -

$21

$41 -

$45

FY 09

FY 12

FY 13

FY 14E

FY 15E

$3.2

~$64 Million Cumulative Sow Cost Impact on BEF’s P&L: 

Versus Fiscal 2009 Average Sow Cost of $44.93/cwt

44

~$64 million

cumulative annual

cost impact relative to

2009

sow price levels.

$ avg

cost/cwt

($ 000’s)

$71+

$53.87

$42.18

$61.58

$57.17

NOTE:  daily sow cost information available at:  http://www.ams.usda.gov/mnreports/lm_hg230.txt

A $1 change in average annual

sow costs is estimated to impact

annual operating profit by

approximately $1 million.

1.1 million shares beneficially owned and held

1.1 million shares beneficially owned and held

in deferred compensation plans

in deferred compensation plans

(1)

(1)

by officers

by officers

and directors

and directors

Represents approximately 2x company’s share

Represents approximately 2x company’s share

ownership guidelines

ownership guidelines

Collective ownership position places

Collective ownership position places

management and the Board well within the

management and the Board well within the

“top 10”

“top 10”

of all shareholders

of all shareholders

(1)

Reflects share ownership as of 9-27-13.

Management and the Board are

Aligned with Shareholders

45

46

Appendix

Board Composition and Governance Track Record

47

•

Board Composition, Skills and Tenure

•

Governance Ranking

•

Peer Group Comparisons

Bob Evans Farms, Inc. Board of Directors

Pre -

FY2007

FY2007 -

Present

Larry C. Corbin

•

•

Paul S. Williams

•

•

G. Robert Lucas

•

•

Cheryl L. Krueger

•

•

Michael J. Gasser

•

•

E.W. (Bill) Ingram III

•

•

Mary Kay Haben

•

•

Dr. E. Gordon Gee

•

•

Eileen A. Mallesch

•

•

Steven A. Davis

•

•

48

Bryan Stockton

•

•

Bob

Evans

Farms,

Inc.

recognized

by

2020

Women

on

Boards

as

a

Winning

“W”

Company

for

its

board

diversity

and

20%+

female

board

membership

for

the

past

three

years,

and

by

Forbes

magazine

in

2012

as

one

of

the

top

100

most

trusted

companies

in

America.

Elected

1981.

Retired

Chief

Executive

Officer,

Bob

Evans

Farms,

Inc.

Has

significant

experience

in

real

estate,

restaurant

retail

and

food

products operations and margin improvement through labor and

food cost control.

Elected 1997.  Chairman of the Board, Greif, Inc.

Extensive knowledge and significant global experience  and

perspective in auditing, finance, manufacturing, enterprise risk

management, strategic planning, taxation and merger and

acquisitions.

Elected 1998.  Chief Executive Officer, White Castle System, Inc.

Extensive knowledge and significant experience in the areas of

restaurant

operations,

real

estate,

food

service

and

production,

as

well as auditing and finance.

Elected 1993.  Chief Executive Officer, Krueger & Co., LLC.

Extensive knowledge and significant experience in marketing and

branding, retail sales, business operations, on-line marketing and

sales, manufacturing, as well as auditing and finance.

Elected 1986.  Trustee, The Jeffrey Trusts.

Extensive knowledge and  significant experience in legal, regulatory

and government affairs, restaurant operations, real estate, mergers

and acquisitions, consumer products, auditing, finance and

executive compensation.

Elected 2006.  Chief Executive Officer and Chairman of the Board,

Bob Evans Farms, Inc.

Significant experience in restaurant operations, marketing and

branding, retail food products, strategic planning, as well as

mergers, acquisitions, real estate, auditing and finance.

Elected 2009.  Interim President of West Virginia University

Extensive knowledge and significant experience in government

affairs and regulatory matters, as well as auditing and finance.

Elected 2012.  Former President-North America, Wm. Wrigley Jr.

Company.

Substantial experience as a brand builder and consumer products

business leader, experience in marketing, social media, marketing

innovation and brand positioning.

Elected 2008.  Former Senior Vice President, Chief Financial Officer,

Nationwide Property & Casualty Insurance.

Extensive knowledge and significant experience in auditing, finance,

enterprise risk management, taxation and mergers and acquisitions.

Elected 2006.  Left BOBE board 2012 when promoted from COO to

Chief Executive Officer at Mattel, Inc.  Replaced by Mary Kay Haben.

Significant global experience in the areas of marketing and

branding, strategy, consumer products and retail, manufacturing,

and mergers and acquisitions.

Elected 2007.  Managing Director, Major Lindsey & Africa.

Extensive experience in legal and regulatory matters, healthcare,

human resources, leadership development and executive

compensation policy matters.

Strong Corporate Governance is a Priority at

Bob Evans Farms, Inc.

Source: ISS, February 2014.

Peer average (ex-BOBE):

4.5

1

2

3

4

5

6

7

8

9

10

Higher

Lower

ISS Quickscore Governance Rank

49

1

1

1

1

2

3

4

4

6

6

6

10

10

BOBE’s Strong Balance Sheet Enables Above-

Average Returns of Capital

50

Return of Capital by Casual Dining Companies

Payout Ratios

Dividends

Net

Share

Repurchases

Source: FactSet and company filings.

(a)

Payout ratio calculated as a percentage of cash flow from operations for the last 30 fiscal quarters.

(b)

Indicative annual dividend yield defined as most recent quarterly dividend multiplied by 4, divided by stock price as of 1/24/14; CEC excluded as it was acquired by

Apollo on 1/16/14.

(c)

Share repurchases are net of any equity issuance.

Dividend Yield

(b)

Median of Dividend

Paying Companies:

2.6%

Return of Capital

(a)

(c)

51

BOBE’s

Valuation

Relative

to

other

Restaurant

and

Branded Protein Companies:

EV/CY 2014E EBITDA

Differentiated Mature Casual

Family Dining

Other Mature

Casual

Branded Protein

Mean:

9.6x

Mean:

9.3x

Mean:

9.2x

Mean:

9.1x

Source:       Company filings and FactSet as of 2/14/14.

9.2x

10.3x

9.4x

9.0x

9.8x

9.4x

9.0x

8.8x

10.6x

9.7x

9.6x

9.5x

9.0x

6.5x

11.1x

9.7x

6.6x

Sales Growth Drivers

52

•

Dine-in Value

•

Off-Premise

•

Back of House Improvements

•

Digital Marketing

BREAKFAST

53

LUNCH

DINNER

Dine-In Value Sales Layers

$7.99 Knife & Fork and

$6.99 Lunch Combos

~ $40 million / 4%

of annual revenue.

3-Course Dinners

~ $70 million / 7%

of annual revenue.

Rise & Shine Breakfast

~ $70 million / 7%

of annual revenue.

Off-Premise Sales Layers

54

CARRYOUT

FY 2013 Growth / Mix

7.4% / 11.1%

FY 2013 Growth / Mix

30.5% / 1.4%

BAKERY

CATERING

FY 2013 Growth / Mix

20.4% / 0.5%

BER Bakery: A Sales Layer with $75M+ Potential

55

By the end of FY2014, all 562 restaurants will have a bakery and be driving

toward weekly bakery sales of $2,500 per restaurant by FY 2018.

2012

2013

2014E

2015E

2016E

2017E

2018E

Farm

Fresh

Refresh

Surprise & Delight

Bread Expansion

Pie Reinvention

Innovation

$3,000

$0

$500

$1,000

$1,500

$2,000

$2,500

$5 Platform: A Sales Layer with $40M+ Potential

56

Making Bob Evans a destination for home meal replacement.

$0

$500

$1,000

$1,500

$2,000

2012

2013

2014E

2015E

2016E

2017E

2018E

Soup Success

Flavor Expansion

New Occasions

Beverages: A $20M+ Incremental Sales Opportunity

57

Executing a multi-faceted beverage platform to

achieve 90% beverage incidence by FY 2018.

BOLD Coffee

Expanded Soda

Options

Fresh Lemonade

& Fruit Fizzes

Frozen Coffee

Shakes &

Smoothies

Beverage

Destination

Back of the House Improvements Required to

Drive Further Guest Satisfaction Gains

90

85

80

75

70

Overall Guest Satisfaction

Speed of Service

90

85

80

75

70

FY10

FY11

FY12

FY13

Farm Fresh Refresh 2.0 Designed to Further Elevate the Guest

Experience through Back of the House Upgrades

58

82.7

84.4

88.0

88.4

71.7

77.9

83.0

83.1

Mobile Site

Mobile Site

Visits

Visits

1,004,359 Q3

1,004,359 Q3

43% increase

43% increase

Driving Sales Across Multiple Digital Platforms

FY14 –

Q3 Digital

Email Database

Email Database

990,391 Subscribers

990,391 Subscribers

Subscribers

+121,255 email names

+121,255 email names

Q3

Q3

Online Ordering

Online Ordering

137,636 Orders Q3

137,636 Orders Q3

+5.45%

+5.45%

increase

increase

YouTube Channel

YouTube Channel

354,438 Video Total Views

354,438 Video Total Views

59

BOBEVANS.COM

Q3

2,969,125 Visits -9.5%

Social Media:  A Key Component of Our Digital Strategy

FY14 –

Q3 Digital

Foursquare

392,937 Check Ins

Facebook

333,337 Likes / + 41,610 Likes

60

Instagram

1,639 followers /

+1004

Twitter

9,481 Followers / + 259

Yammer

Internal Sales Blog

Strategic Transformation Investments

61

•

Farm Fresh Refresh Remodel Program

•

Kettle Creations Vertical Integration Strategy

•

Sulphur Springs Ready-to-Eat Plant Expansion

•

Enterprise Resource Planning (ERP)

New Exterior Design

Restaurant Remodels

62

Original Exterior Design

Restaurant Remodels

63

New Center Entrance

Original Center Entrance

Since Technomic began polling consumers about their most recent visits to Bob Evans in Q1 2011, consumers

increasingly indicate that several aspects of the brand’s unit appearance and ambiance are good or very good:

Overall atmosphere and ambiance

A welcoming and comfortable atmosphere

Décor

Restaurant interior cleanliness

Source:

September 2013  Bob Evans Farms, Inc. Consumer Brand Metrics Analysis, Technomic, Inc.

Restaurant Remodels

64

New Expanded Dining Room

New Counter

Source:

September 2013  Bob Evans Farms, Inc. Consumer Brand Metrics Analysis, Technomic, Inc.

The

increases

on

these

four

distinct

metrics

of

store

atmosphere

suggest

that

consumers

are

responding

positively

to

the

brand’s

“Farm

Fresh

Refresh”

efforts

to

refurbish

its

stores.

Technomic Farm Fresh Refresh Commentary (continued):

New Bakery

Restaurant Remodels

65

New Carryout

“Taste

of

the

Farm

”

Retail

and

Carryout

Areas

Designed to Drive Sales Layers with On-Brand Offerings

®

66

Kettle Creations Plant Expansion Drives

Vertical Integration

•

Accelerated product

innovation

•

Proprietary manufacturing

capability

•

Opportunities to drive food

service business during off-

peak production

•

Profitable growth reduces

reliance on sausage business

Completed October 2013

•

Adds 60,000 sq. feet to

facility

•

165,000 total sq. feet after

expansion

•

Two new 57,000 sq. foot

production lines, with a third

to be added later

•

Adds 60,000 sq. feet to

facility

•

165,000 total sq. feet after

expansion

•

Two new 57,000 sq. foot

production lines, with a third

to be added later

67

Sulphur Springs Plant Expansion Enables

Sales Growth and New Distribution

Completed October 2013

Completed October 2013

ERP Implementation Schedule

68

$ Millions

Capex

Expense

Benefits

2013

-

RFP Completed & Software Purchased

-

Team Formulation

(3.8)

(1.0)

0.0

-

Project Planning and Scoping Defined

2014

Corporate: Financials Design

(8.3)

(3.4)

0.0

Foods: Manufacturing and Supply Chain Design

2015

Corporate: Financials, HR & Payroll

(16.5)

(7.1)

1.2

Foods: Manufacturing, Procurement, ASCP

Restaurants: Employee svcs, performance mgt, training (2015-2016)

2016

Corporate: Recruiting and Planning

(6.7)

(8.0)

3.7

Foods: Transportation, Order Mgt, Trade Planning

2017

Corporate: Property Manager, Enterprise Asset Mgt

(0.4)

(6.8)

6.5

Foods: Product Lifecycle Management

2018

-

Expenses Stabilize, Benefits Continue to Ramp Up

0.0

(6.6)

8.8

Key Actions

Fiscal Yr.

Over $125 Million of Strategic Asset Dispositions

69

•

Consolidation of Two Home Office Locations

into One State-of-the-Art Facility

•

Business Dispositions

•

Restaurant Closures

•

Plant Closures/Consolidations

•

Real Estate Sales and Disposals

•

Business Transformations

•

DSD to warehouse conversion

•

Distribution center sale

Significant Asset Closures/Dispositions: over $125M since FY 2006

Every

business

segment

subject

to

review

every

quarter.

70

continued on following page…

Fiscal

Year

Announced

Business Unit

Action(s) Announced

Strategic Rationale

2006

Bob Evans Restaurants

16 underperforming restaurants closed

margin/ROIC improvement

Corporate

8 underperforming restaurants closed

margin/ROIC improvement

     (Owens restaurant chain closed)

2007

Bob Evans Restaurants

18 underperforming restaurants closed

margin/ROIC improvement

BEF Foods

Initiates transition from direct-store-delivery to direct-ship-

upgrade to the distribution model required by most large retailers

  warehouse distribution model (multi-year evolution of fleet 

  and other transportation assets including the 2012

  transportation center consolidation)

2008

Bob Evans Restaurants

10 underperforming restaurants closed

margin/ROIC improvement

2009

Bob Evans Restaurants

2 underperforming restaurants closed

margin/ROIC improvement

2010

Bob Evans Restaurants

1 underperforming restaurant closed

margin/ROIC improvement

2011

Bob Evans Restaurants

8 underperforming restaurants closed

margin/ROIC improvement

Corporate

1 underperforming Mimi's Café restaurant closed

margin/ROIC improvement

BEF Foods

Bidwell, Ohio (fresh sausage) production line closed

plant network optimization (reduce fresh sausage over-capacity)

BEF Foods

Galva, Illinois (fresh sausage) plant closure

plant network optimization (reduce fresh sausage over-capacity)

71

Significant Asset Closures/Dispositions: $125M+ since FY 2006

Every

business

segment

subject

to

review

every

quarter.

Bob Evans Restaurants

Close underperforming locations to improve local market performance and reinvest in higher potential locations

BEF Foods: 

Reinvest proceeds from sale of non-core/low-growth assets in high-growth refrigerated side dish and prepared foods assets

Corporate: 

Disposals/divestitures to improve margins and focus on growth

Fiscal

Year

Announced

Business Unit

Action(s) Announced

Strategic Rationale

2012

Bob Evans Restaurants

2 underperforming restaurants closed

margin/ROIC improvement

BEF Foods

Bidwell/Hillsdale Transportation Center closures

transportation hubs consolidated in Springfield, Ohio

BEF Foods

Springfield Distribution Center sold

sold facility to best-in-class distribution co.; retained access to facility

2013

Bob Evans Restaurants

7 underperforming restaurants closed

margin/ROIC improvement

Corporate

Divestiture of Mimi's Café

business segment

focus on driving profitable growth of the Bob Evans brand

BEF Foods

Bidwell, Ohio and Springfield, Ohio plant closures

plant network optimization: consolidate pre-cooked/ready-to-eat

estimated $7 million to $8 million annual pre-tax benefit (FY '15->)

production at state-of-the-art Sulphur Springs, Texas plant

YTD 2014

Bob Evans Restaurants

1 underperforming restaurant closed; 31 closed/excess

margin/ROIC improvement

restaurant properties sold

Corporate

Closure and sale of Columbus home office

focus on driving profitable growth of the Bob Evans brand

BEF Foods

Richardson, Texas (fresh sausage) plant and hq closure

plant network optimization (reduce fresh sausage over-capacity)

estimated $2 million to $2.5 million annual pre-tax benefit (FY '16->)

BEF Foods

Sale of Fullerton, California prep kitchen facility

plant network optimization: consolidate pre-cooked/ready-to-eat

production at state-of-the-art Sulphur Springs, Texas plant

Additional Information

72

•

Quarterly Sow Cost Purchases

•

Reconciliation of Adjusted Operating Income

(Non-GAAP) to Reported Operating Income

(GAAP)

Sow Cost:  Nearly 200K Head Purchased in Fiscal 2013

73

NOTE:  daily sow cost information available at:  http://www.ams.usda.gov/mnreports/lm_hg230.txt

Fiscal 2013 Quarterly Sow Purchases

(% of annual purchases)

note:

A $1 change in average

annual sow costs is estimated to

impact annual operating profit by

approximately $1 million.

Bob Evans

BEF

Mimi's

Bob Evans

BEF

Mimi's

Consolidated

Restaurants

Foods

Café

Consolidated

Restaurants

Foods

Café

GAAP Segments as reported

Net Sales

1,608,909

$    

981,418

$       

348,808

$  

278,683

$    

1,654,413

$       

973,678

$  

314,720

$  

366,015

$  

Cost of sales

486,856

236,822

177,095

72,939

509,816

230,795

180,940

98,081

Operating wages and fringe benefit expenses

512,292

367,136

37,259

107,897

535,069

370,995

27,787

136,287

Other operating expenses

267,826

172,393

28,094

67,339

268,799

168,164

19,182

81,453

Selling, general and administrative

180,157

75,772

231,428

(127,043)

150,743

65,832

56,857

28,054

Depreciation and amortization

79,482

53,719

12,419

13,344

82,112

49,082

9,454

23,576

Intangible impairment

68,409

68,409

Loss on sale of Mimi's Cafe

57,743

57,743

Operating (Loss) Income

(43,856)

75,576

(137,487)

18,055

107,874

88,810

20,500

(1,436)

Operating (Loss) Income:  % of sales

-2.7%

7.7%

-39.4%

6.5%

6.5%

9.1%

6.5%

-0.4%

GAAP Segments as adjusted

Net Sales

1,608,909

981,418

348,808

278,683

1,652,928

972,787

314,423

365,718

Cost of sales

486,856

236,822

177,095

72,939

509,816

230,795

180,940

98,081

Operating wages and fringe benefit expenses

513,190

367,675

37,439

108,077

533,030

369,922

27,429

135,679

Other operating expenses

265,800

172,101

27,997

65,702

266,730

166,923

18,768

81,039

Selling, general and administrative

180,157

75,772

231,428

(127,043)

150,743

65,832

56,857

28,054

Depreciation and amortization

79,694

53,931

12,419

13,344

82,598

49,568

9,454

23,576

Intangible impairment

68,409

68,409

Loss on sale of Mimi's Cafe

57,743

57,743

Operating (Loss) Income

(42,940)

75,117

(137,569)

19,513

110,011

89,748

20,975

(711)

Operating (Loss) Income:  % of sales

-2.7%

7.7%

-39.4%

7.0%

6.7%

9.2%

6.7%

-0.2%

April 26, 2013

April 27, 2012

Reconciliation of Adjusted Operating Income

(Non-GAAP) to Reported Operating Income (GAAP)

This

schedule

continues

on

the

following

page.

($ thousands)

74

Reconciliation of Adjusted Operating Income

(Non-GAAP) to Reported Operating Income (GAAP)

($ thousands)

75

Bob Evans

BEF

Mimi's

Bob Evans

BEF

Mimi's

Consolidated

Restaurants

Foods

Café

Consolidated

Restaurant

Foods

Café

Non-GAAP Adjustments

Net Sales

(19,968)

(19,968)

(6,985)

(5,086)

(1,899)

Cost of sales

(5,259)

(5,259)

(1,709)

(1,204)

(505)

Operating wages and fringe benefit expenses

(9,276)

(9,276)

(2,252)

(1,350)

(902)

Other operating expenses

(4,641)

(4,641)

(502)

(364)

(138)

Selling, general and administrative

(26,485)

(5,083)

(168,324)

146,922

(6,401)

(4,400)

760

(2,761)

Depreciation and amortization

3,924

3,924

Intangible impairment

(68,409)

(68,409)

Loss on sale of Mimi's Cafe

(57,743)

(57,743)

Operating (Loss) Income

147,921

5,083

168,324

(25,486)

3,879

2,232

(760)

2,407

Non-GAAP Segments as adjusted

Net Sales

1,588,941

981,418

348,808

258,715

1,645,943

967,701

314,423

363,819

Cost of sales

481,597

236,822

177,095

67,680

508,107

229,591

180,940

97,576

Operating wages and fringe benefit expenses

503,914

367,675

37,439

98,801

530,778

368,572

27,429

134,777

Other operating expenses

261,159

172,101

27,997

61,061

266,228

166,559

18,768

80,901

Selling, general and administrative

153,672

70,689

63,104

19,879

144,342

61,432

57,617

25,293

Depreciation and amortization

83,618

53,931

12,419

17,268

82,598

49,568

9,454

23,576

Intangible impairment

0

0

0

0

0

0

0

0

Loss on sale of Mimi's Cafe

0

0

0

0

0

0

0

0

Operating (Loss) Income

104,981

80,200

30,755

(5,973)

113,890

91,980

20,215

1,696

Operating (Loss) Income:  % of sales

6.6%

8.2%

8.8%

-2.3%

6.9%

9.5%

6.4%

0.5%

April 26, 2013

April 27, 2012

Reconciliation of Adjusted Operating Income

(Non-GAAP) to Reported Operating Income (GAAP)

2009

BEF

Foods’

(formerly “Food Products”) Operating

Income Reconciliation

Fiscal 2009 BEF reported operating income (GAAP)

$15,571

Non-GAAP adjustment:  Other operating expenses

400

Fiscal 2009 BEF reported operating income (GAAP)

$15,971

($ thousands)

76