Bob Evans Farms (BOBE) DEFA14A Additional proxy soliciting materials

Investor Presentation

May 2014 (revised 5.14.14)

Steve Davis, Chairman and Chief Executive Officer

Alan Ashworth, Interim 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

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

191

60

16

21

3

51

31

39

8

3

7

28

23

3

17

7

4

48

Bob Evans Farms Investor Relations        www.bobevans.com  

8111 Smith’s Mill Road     New Albany, Ohio  43054

562 Restaurants

19 States

as of 1/24/14

2

BOB EVANS RESTAURANTS

6

Powerful

NATIONAL

BRANDS

Make

Our

REGIONAL

BRANDS

VISION

BEF FOODS, INC.

Business Segments (FY 2013)

7

26%

*

74%

*

* Excludes Mimi’s Café

segment (sold 2-15-13)

Source: IFMA Forecast & Outlook ‘82-’11

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

Technomic ‘12

Our Shareholder Value Creation Goal:

10 to 12 Percent Annual Diluted EPS Growth

9

Strategic Business Transformations

10

Corporate

Portfolio Management

ERP

Margin Innovation

BEF Foods

Side Dish Vertical Integration

Network Optimization

Transportation Consolidation

Bob Evans Restaurants

FFR 1.0 Completed

10-12 New Restaurants Annually

10-20 Bob Evans Express Units

Annually

Key Components of 10-12% Long-Term

Diluted EPS Growth Guidance

11

Avg. Annual Net Sales

Growth:

Margin Innovation:

(300-350 basis point

improvement)

up to 10 new restaurants

annually beginning FY 2015

Same-store sales and new

restaurants expected to

contribute equally to net sales

growth (~1.50% to 1.75% each)

workforce management

food cost optimization

FFR 2.0

refrigerated side dish and food

service products to drive growth

expand points of distribution

and average SKU count per

point of distribution

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%

menu management

3.0% to 3.5%

12

Between FY 2007 and the end of FY 2015, BOBE expects to return over

$900 million to shareholders through dividend and share repurchases

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

BOBE’S Strategic and Balanced Approach to Capital

Allocation Drives Significant Shareholder Value

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

13

Dividends

$270M

$401M

$110M

Share

Repurchases

Debt

Repayment

$163M

CapEx

Fiscal 2008-2012

Fiscal 2013

Dividends

$52M

$30M

Share

Repurchases

$124M

Acquisition

CapEx

$63M

14

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

15

Current yield

(4/7/14):

BOBE –

2.6%

S&P 500 –

2.0%

$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

$0

$50

$100

$150

$200

$250

2007

2008

2009

2010

2011

2012

2013

2014E

2015E

16

($ millions)

Capital

Expenditures

Transforming

our

Company

and

Rewarding

Shareholders

Share Repurchases

1

1

Since FY’07, annual capital

expenditures have averaged

nearly $90 million.

$65

$64

$45

$41

$39

$81

$120

3

$85-$115

up to

$100

$5

$69

$155

$225

$21

$19

$70

$63

2

2

$175-$200

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.

17

($ millions)

Investing Efficiently with Prudent Debt Management

Capital

Expenditures

1

Restructuring/Rebuilding

Transforming for Growth

1

Note: excludes Mimi’s Café.

Net Debt

Since FY’07, net debt has

averaged ~$178 million.

$0

$50

$100

$150

$200

$250

$300

2007

2008

2009

2010

2011

2012

2013

$45

$64

$65

$41

$39 

$81

$120

$177

$276

$238

$173

$92

$100

$193

Evolution of our Capital Allocation Strategy

18

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

19

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

Target Leverage Ratio In-line with Other

Restaurant Companies

20

Adjusted net debt peer average (ex-BOBE):

3.3 x

PF FYE

‘14

Adjusted Leverage Benchmarking Analysis

Note:

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.

(a)

Defined

as

number

of

franchised

locations

as

a

percentage

of

total

systemwide

units

based

on

most

recent

quarterly

filings

as

of

1/24/14.

(b)

Owned

property

applies

to

both

land

or

building

and

accounts

for

only

company-operated

restaurants.

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

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.

Mimi’s Café

Divestiture Improves Adjusted

Operating Margin

1

Profile

21

BER

BEF

Consol

BER

BEF

Consol

FY 2014 Guidance

2

5.0-5.5%

5.0-5.5%

5.0-5.5%

Estimated  2014 costs not

expected to impact 2015:

($ millions)

FY 2015E

2

7.0-8.0%

10.0-11.0%

8.0-9.0%

FY 2013

BER

BEF

Consol

Mimi’s

8.2%

8.8%

6.6%

-2.3%

BER:

Severe

winter

weather

-

$10+

BER:

FFR

remodel

costs

-

$7                  

BER:

Workforce

management

-

$2.5

BEF:

Supplier

dispute

-

$4+

BEF:

Plant

startup

inefficiencies

-

$3+

Corp:

Mimi’s

Café

carryover

costs

-

$6+

Corp:

Strengthening

internal

controls

-

$1+

1

22

Key Drivers of FY’14 to FY’15 Margin Expansion

FY

2014

Guidance

1

FY

2015E

1

7.0-8.0%

10.0-11.0%

8.0-9.0%

Key

FY ’15

Profit

Drivers

1

BER

BER

BEF

Consol

5.0-5.5%

5.0-5.5%

5.0-5.5%

BER

BEF

Consol

•

SSS: 3% to 3.5% (1% to 1.5%

growth; 2%+ resulting from:  lapping

unusually severe winter weather   

and remodel closures, as well as

expanding Thanksgiving Day hours 

of operation)

•

8 to 10 new restaurants

•

2014 costs not expected to repeat

(detailed on prior page) ~$20M+

BEF

•

8 to 9% net sales growth on 2014E

base of $367M-$372M

•

Increased sausage pricing ~$5M+

•

Efficiencies from plant network

consolidation/optimization and  

supply integration ~$7M+

•

2014 costs not expected to repeat

(detailed on prior page) ~$7M+

Corporate

•

Remainder

of

Mimi’s

Café

$10M

carryover costs eliminated ~$3M+

•

2014

costs not expected to repeat

(detailed on prior page) ~$7M+

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

23

*

*

*

*BOBE officers went without annual pay increases

($ millions)

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.

BENEFIT COST PER

FULL TIME

EQUIVALENT ($ 000’s)

$20.6

$20.2

$19.0

$19.6

$19.6

$19.2

Aggressively Managing Labor and G&A Costs

* 40% sales flow-through assumed 

Farm Fresh Refresh Financial Impact

Improves Free Cash Flow in FY2015

-$2.7

-$5.9

-$6.8

24

# of remodels

195

0

87

230

Impact

to P&L

($ millions) 

$0.0

**

Includes incremental repair and maintenance expense associated with remodel construction.      

4/25/14 -

4/24/15

-$1.1

-$2.5

-$3.0

-$1.6

-$3.4

-$3.8

FY2012

FY2013

FY2014E

FY2015E

Closed Day Sales Impact*

Pre-opening Expense**

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.

Strategic Plant Network Optimization Leading to

a New Adjusted Operating Margin

1,

2

Trajectory at BEF Foods

25

FY13

FY14E

FY15E

FY18E

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

10.5-11.0%

+2.5%

2Q’14:

3Q’14: 

FY’14:  

8.8%

5.0 –

5.5%

11.8-12.3%

300-350 Basis Point Margin Improvement

Backed by Past Productivity Performance

26

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%

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%

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.

27

Transformations Drive Estimated Five-Year 300-350

Adjusted Operating Margin  Basis Point Improvement

FY 2013

BER

BEF

Consol

Mimi’s

8.2%

8.8%

6.6%

-2.3%

BER

BEF

Consol

BER

BEF

Consol

7.0-8.0%

10.0-11.0%

8.0-9.0%

FY 2018E

11.5-12.0%

11.8-12.3%

11.2-11.7%

FY 2015E

2

1

28

“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

ALL THREE DAY PARTS SERVED (YTD 3Q FY 2014)

Breakfast

Lunch

Dinner

29

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)

33%

37%

30%

*

Accelerated Farm Fresh Refresh Program:

-

Completed April 2014 -

30

Approximate % of Chain Remodeled by Fiscal Year

(32 units)

(87 units)

(195 units)

(230 units)

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)

44%

10%

24%

22%

FY11

FY12

FY13

FY14E

5%

20%

100%

56%

Farm Fresh Refresh Transformation

Old Exterior

Old Interior

New Interior

New Exterior

31

Farm Fresh Refresh: Designed to Drive

Dine-in and Off-Premise Sales

32

New Counter

Expanded Dining Room

New Bakery

New Carryout

Aspirational Concepts Reimage their Brands to

Remain Relevant

33

Before

After

Dine-In Value Sales Layers

34

BREAKFAST

Rise & Shine Breakfast

~ $70 million / 7%

of annual revenue.

LUNCH

$7.99 Knife & Fork and

$6.99 Lunch Combos

~ $40 million / 4%

of annual revenue.

DINNER

3-Course Dinners

~ $70 million / 7%

of annual revenue.

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

Off-Premise Sales Mix and Growth % by Year

Sales Mix

Growth %

+8.6%

+5.3%

+8.5%

+3.9%

+0.6%

+15.4%

+12.9%

+7.9%

35

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

Bakery

Family Meals to Go

Catering/Carryout

Bob Evans’

Off-Premise Opportunity

36

Annual Consumption of Restaurant Meals (per capita)

Dine-In

39%

Off-Premise

61%

QSR

74%

FULL

SERVICE

15%

Source:

NPD

Group

-

2

months

ending

3/31/13

FAMILY

SEGMENT

9%

Off-Premise Sales Layers

37

CATERING

FY 2013 Growth / Mix

20.4% / 0.5%

CARRYOUT

FY 2013 Growth / Mix

7.4% / 11.1%

FY 2013 Growth / Mix

30.5% / 1.4%

BAKERY

Digital Marketing Strategy

38

Internal Sales Building Communications

External Sales Building Communications

New Restaurant Opening Strategy

39

NEW CONTIGUOUS MARKETS

FILL-IN EXISTING MARKETS

4 new restaurants opened FY 2014.

Open 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:

•

•

•

40

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

•

Up to 10 new locations by the

end of FY 2015

•

Potential to independently

develop locations

41

•

First location, BMW USA manufacturing plant

in Spartanburg, SC, opened August 2013

•

Second location, Bob Evans Farms, Inc.

corporate headquarters,  opened October 2013

42

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

“Discover farm-fresh goodness ”

TWO BRANDS

distinct geographic strengths

43

TM

Overview:  BEF Foods

44

FOUR KEY LINES OF BUSINESS

Sausage, Refrigerated Side Dishes, Frozen and Food Service

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

Side

Dishes

Other

3%

Frozen

5%

Food

Service

(5% insourced*)

Retail Sausage

29%

24%

39%

FY 2013 Sales Mix (pounds)

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).

Side

Dishes

Other

Frozen

Retail

Sausage

14%

36%

29%

FY 2009 Sales Mix

(pounds)

14%

7%

Food Service

(1% insourced*)

Source: IRI

BEF Foods:  Store/SKU Count

45

# of stores

40,000

average SKUs per store

28,407

30,424

31,074

11.6

12.6

11.1

17

2010

3Q13

3Q14

2018

2010

3Q13

3Q14

2018

CORE MARKETS

NON-CORE MARKETS

SKUs/Store      ACV

BEF Foods:  SKU Count and ACV Distribution

Core vs. Non-Core

46

SKUs/Store      ACV

SKUs/Store      ACV

SKUs/Store      ACV

FY 10

FY14 Q3

FY 10

FY14 Q3

Opportunity

in Non-Core

Markets

23.5

20.5

7.5

8.5

75.6

81.1

65.8

68.1

SOURCE: IRI, FY14 Q3  - 13 weeks ending 1/26/14

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

Buffalo/Rochester

1

For

additional

detail

concerning

risks

associated

with

sow

costs,

please

refer

to

Item

1A,

“Risk

Factors”

in

the

Company’s

FY

2013

10K

filing.

Sow Costs:  Enterprise Risk

(1)

1)

BEF Foods’

Retail cost of goods sold

~73%

2)

BEF Foods’

Food Service cost of goods sold 

~17%

3)

Bob Evans Restaurants’

cost of goods sold

~10%

4)

BEF Foods’

Retail

Sales Volume impact

A $1 change in average annual sow costs impacts cost of goods sold by

approximately $1 million, allocated as detailed below.

47

Most mitigation activities trail sow cost increases by 30 to

120 days and do not typically achieve 100% price realization.

Market Structure

and Competitor

Actions

BOBE Mitigation

Activities

1)  BEF Retail:  Pricing, Trade Spending, Lean Manufacturing, Mix

2)  BEF Food Service:  Indexed Pricing

3)  Restaurants:  Pricing, Portion Size, Menu Optimization

4)  BEF Foods’

Retail Sales Volume:  Mix

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

Versus Fiscal 2009 Average Sow Cost of $44.93/cwt

48

$ avg

cost/cwt

($ 000’s)

$71+

$53.87

$42.18

$61.58

$57.17

~$64 million

cumulative annual

cost impact relative to

2009

sow price levels.

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

$65-$70/cwt

(issued 8/19/13)

The Continued Impact of the PED Virus Drove

Higher Sow Cost Guidance

$60-$65/cwt

(issued 6/4/13)

$72-$77/cwt

(issued 1/21/14)

BOBE

Guidance

49

through 4/3

USDA

Bob Evans

Sow Cost:  Nearly 200K Head Purchased in Fiscal 2013

50

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.

Publicly Available Sow Cost Pricing and

Livestock Commentary

(1)

51

daily sow cost report:

http://www.ams.usda.gov/mnreports/lm_hg230.txt

daily livestock commentary: 

http://www.dailylivestockreport.com/

1

Information provided by external entities.  Bob Evans Farms Inc. disclaims any and all responsibility for the information provided at these sites.

BEF Foods Inc. Network Optimization

52

2007

Galva, IL

Bidwell, OH

Springfield, OH –

Plant and distribution center

Richardson, TX

Xenia, OH

Sulphur Springs, TX

SWH Fullerton, CA

Hillsdale, MI

Lima, OH

9 Facilities, 2 co-packers

50% Vertical Integration

Hillsdale, MI

Xenia, OH

Lima, OH

Sulphur Springs, TX

2014 and beyond

Asset Actions:

FY2011:

FY2012:

FY2013:

FY2014:

Bidwell and Galva fresh sausage

operations closed

Bidwell and Galva transportation

centers closed; Springfield

distribution center sold

Bidwell and Springfield prepared

foods operations closed; Kettle

Creations (Lima) acquired

Richardson plant, office, and

transportation center closed; SWH

sold; Sulfur Springs and Lima

expanded

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.

BEF Foods’

Transformation Offset +$25MM

Estimated Sow Cost Impact in Fiscal 2014 & 2015

53

Adjusted Operating Income ($ millions)

1, 2 

FY 12

No Mitigation

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

$41 -

$45

$16.0

$3.2

$20.2

$30.8

$18 -

$21

FY 09

FY 12

FY 13

FY 14E

FY 15E

•

Launched lean mfg. program

•

Transitioned from DSD

to warehouse

•

Expanded side dish products

(Kettle Creations acquisition)

•

Optimized sausage plant

network

•

Enhanced pricing and trade

spending capabilities

Brand and Advertising Synergies

Product Innovation

Supply Chain Savings

Food Service Credibility/Expansion

Margin Expansion at BER and BEF

Restaurant Operational Efficiencies

G&A Leverage

54

BER and BEF: Synergies Drive Value Across

Multiple Dimensions

FY 2014: Vital Few Priorities

55

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

Bob Evans Farms, Inc.:  Adjusted G&A In-line with

Restaurant Peers

56

BEF Transportation

(13,624)

BEF Advertising and Marketing

(4,896)

BEF (Adjusted)

29,421

Total BOBE G&A (ex-BEF adjustments)

87,404

8.7%

Bob Evans G&A Reconciliation - Q3 YTD FY2014

($ 000's)

Non-GAAP SG&A

(1)

% of sales

Total BOBE SG&A

105,923

$    

10.6%

BER

57,983

BEF

47,941

BEF

Foods

Adjustments

(2)

:

2

1

(1,245)

(1,766)

Total BOBE G&A (adjusted)

84,394

$      

8.4%

total adjustments

21,529

$      

-

costs related to:

activist shareholder response

strengthening internal processes and controls

For additional information, see the Company’s 3Q Fiscal 2014 earnings release dated March 4, 2014.

Included in BEF reported SG&A.

912,917 shares beneficially owned or held in deferred

compensation plans by directors and officers

Collective ownership interest places these directors

and officers well within the “top ten”

of all Company

shareholders

Represents approximately 2x Company’s share

ownership guidelines for directors and officers

Management and the Board are Aligned

with Shareholders

1

Reflects

share

ownership

as

of

May

1,

2014.

Represents

667,831

shares

of

Company

common

stock

beneficially

owned

by

47

directors

and

officers,

and

an additional 244,186 shares of Company common stock to which directors and officers would be entitled following termination of employment in

connection with the Company’s non-qualified deferred compensation plans.  

2

Based on publicly reported institutional stockholder ownership as of December 31, 2013 as filed on Form 13F, as updated by more recently reported

ownership

information

as

filed

on

Form

13D

and

Form

13G.

Source:

Capital

IQ.

57

1

2

58

Appendix

Board Composition and Governance Track Record

59

•

Board Composition, Skills and Tenure

•

Governance Ranking

•

Peer Group Comparisons

Bob Evans Farms, Inc. Board of Directors

Pre -

FY2007

FY2007 -

Present

•

Elected 2007.  Managing Director, Major Lindsey & Africa.

•

Previously Chief Legal Officer and EVP, Cardinal Health, Inc. (revenue:  $93.6B)

•

Skillset:  legal and regulatory matters, healthcare, human resources, leadership development

and executive compensation policy matters.

•

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

•

Previously President and CEO, Cheryl & Co., (acquired by 1-800-

Flowers)

•

Skillset:  marketing  and branding, retail sales, business

operations, on-line marketing and sales, manufacturing,

as well as auditing and finance.

•

Elected 1997.  Chairman of the Board, Greif, Inc. (revenue: 

$4.4B)

•

Previously CEO, Greif, Inc.

•

Skillset:  global experience  and perspective in auditing, finance,

manufacturing, enterprise risk management, strategic planning,

tax, and mergers and acquisitions.

•

Elected 1998.  Chief Executive Officer, White Castle

•

Skillset:  restaurant operations, real estate, food service

•

Elected 2012.  Former President-North America, Wm. Wrigley Jr. Company, a subsidiary of

Mars, Inc. (revenue: ~$33B).

•

Previously held leadership positions of the Cheese, Meals and Enhancers divisions of Kraft

Foods (revenue: $18.1B)

•

Skillset:  marketing, social media, and brand positioning.

•

Elected 2008.  Former Senior Vice President, Chief Financial Officer, Nationwide Property &

Casualty Insurance (revenue: $23.9B).

•

Skillset:  auditing, finance, enterprise risk management, taxation, and mergers and

acquisitions.

•

Elected 2006.  CEO and Chairman of the Board, Bob Evans Farms, Inc.

•

Previously President, Long John Silver’s and A&W All-American Food Restaurants, Yum!

Brands (revenue: $13.3B)

•

Skillset:  restaurant operations, marketing and branding, packaged foods, strategic planning,

mergers and acquisitions, real estate, auditing, and finance.

•

Elected 1981.  Retired Chief Executive Officer, Bob Evans

•

Skillset:  real estate, restaurant retail and food products

operations.

Retiring:  2014 Annual  Meeting

•

Elected 1986.  Trustee, The Jeffrey Trusts.

•

Previously General Counsel, The Scotts Miracle-Gro Company

(revenue:  $2.9B)

•

Skillset:  legal, regulatory and government affairs, restaurant

operations, real estate, mergers and acquisitions, consumer

products, auditing, finance and executive compensation.

60

•

Appointed 2014.  President and Chief Executive Officer of Norwegian Cruise Line.

•

Previously Chairman and CEO of Cendant Corporation's Vehicle Services Division and as Chief

Financial Officer of Cendant Corporation

•

Skillset:  consumer experience enhancements, accounting, and finance.

•

Appointed 2014.  Co-Chief Executive Office of Compass Marketing.

•

Previously President and CEO, Keystone Foods (revenue:  $7B); and Campbell Soup USA and

Campbell International, Campbell Soup Co.  (revenue:  $8.1B)

•

Skillset:  consumer marketing and brand building in protein and consumer packaged goods

segments of  the food industry.

•

Appointed 2014.  Former Executive Vice President, Chief Information Officer, TJX Companies,

Inc. (revenue: $27.4B)

•

Previously  Group CIO at National Grid USA and SVP/CIO of Gillette Company

•

Skillset:  IT, consumer products, finance, and retail.

Retiring:  2014 Annual  Meeting

Larry C. Corbin

Michael J. Gasser

E.W. (Bill) Ingram III

Cheryl L. Krueger

G. Robert Lucas

Steven A. Davis

Mary Kay Haben

Kathy S. Lane

Eileen A. Mallesch

Larry S. McWilliams

Kevin M. Sheehan

Paul S. Williams

System, Inc. (revenue:  $600M+)

and production, as well as auditing and finance.

Farms, Inc.

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.

Strong Corporate Governance is a Priority at

Bob Evans Farms

•

Institutional

Shareholder

Services

(“ISS”)

has

awarded

Bob

Evans’

overall

corporate

governance

the

highest

possible

score per QuickScore rankings.

•

Highlights include superior shareholder rights, Board structure and compensation practices.

•

Bob Evans’

Board has:

•

An overwhelming majority of independent directors (all but the CEO);

•

Annual director elections –

no classified board;

•

Majority vote election standard with a director resignation policy;

•

Entirely independent nominating, audit and compensation committees;

•

A lead independent director empowered with robust responsibilities;

•

Strong stock ownership guidelines for directors;

•

Board and committee-level self-evaluations for board effectiveness;

•

No authorization to issue blank check preferred stock without shareholder approval.

(1) Source: Yahoo Finance –

per Yahoo Finance, ISS

QuickScore data is presented as of May 1, 2014. 

ISS Overall Governance Quickscore versus Selected Peers¹

1

2

3

4

5

6

7

8

9

10

61

Mean ex. BOBE: 5.2

1

1

1

1

1

2

3

3

3

3

4

4

4

5

6

6

6

7

7

7

8

9

9

9

10

10

BOBE’s Strong Balance Sheet Enables Above-

Average Returns of Capital

Return of Capital by Casual Dining Companies

Dividends

Net Share Repurchase 

(c)

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.

Return of Capital

(a)

Dividend Yield

(b)

62

14%

13%

3%

2%

15%

21%

18%

5%

8%

11%

21%

9%

19%

35%

54%

54%

67%

93%

108%

81%

57%

56%

50%

39%

27%

27%

19%

15%

13%

(2%)

Median:

27%

Median of Dividend

Paying Companies:

2.6%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

1.3%

1.9%

1.9%

2.6%

3.0%

3.7%

4.4%

(14%)

Payout Ratios

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.

63

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

Over $125 Million of Strategic Asset Dispositions

64

•

Consolidation of Three 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

65

New Corporate Campus Consolidates Three

Former Locations Into One

Mimi’s Café

Divisional HQ:

Irvine, California

(acquired 2004)

Owens Sausage

Divisional HQ:

Richardson,

Texas

(acquired 1987)

New Corporate HQ

New Albany, Ohio

(constructed 2013)

Previous Corporate HQ:

Columbus, Ohio

(constructed 1968)

Consolidation Project Summary*

($ millions)

$48.2

Land/Building Cost

($12.1)

Sale of Columbus HQ/Richardson HQ

(est.)

($4.7)

Tax Savings/Incentives

(realized over 10 to 15 years)      

$31.4

Net Cost

*$1.3M of annual operating expenses of Owens’

and Mimi’s HQ offices  

eliminated in consolidation. 

Significant Asset Closures/Dispositions:

over $125M since FY 2006

Every

business segment subject to review every

quarter.

66

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)

Bob Evans Restaurants

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

Close

underperforming locations to

improve

local market

performance

and

reinvest in

higher

potential locations

67

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

Every

business

segment

subject

to

review

every

quarter.

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

and HQ consolidation

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

3 underperforming restaurants 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

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

Additional Information

68

•

ERP

Implementation Schedule

•

Reconciliation of Adjusted Operating Income

(Non-GAAP) to Reported Operating Income

(GAAP)

ERP Implementation Schedule

69

Fiscal Yr.

Key Actions

$ 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

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)

70

Reconciliation of Adjusted Operating Income

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

($ thousands)

71

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)

72