1. Potential Investment Opportunities (M&A)*-
Update – August 2012
Potential Investment Opportunities (M&A)*-
Strategic Priorities
*Broadly defined to include multiple forms of deal structure (e.g. partnerships, joint venture, outright acquisition, equity stake, etc.)

2. Agenda I: Update on meetings to date Status
Fit (go, no go, priority, etc.)
Next steps, if any
II: Align on meetings going forward
Targets
Strategies
Attendees
Timing
III: Objective and priorities (e.g. VMS & packaging) largely remain the same
See Exhibit 1

3. Exhibit 1
I: Our Objective: Establish proactive approach to high priority investment opportunities
Develop actionable strategies
Identify new growth opportunities
Maximize value at exit
II: Establish priorities (set a “call list”)
Proactively pursue targets
Develop relationship with potential candidates
“Get on the radar”
III: Criteria
Size (Target $ equity investment and smaller platform/role-up opportunities with high potential to achieve minimum size criteria within three years)
Categories
Channels/Geographies
Branded and Private Label
Capitalize on Key Trends

4. Target Opportunities Play Across CPG & Healthcare (synergistics)
Food & Beverage
Healthcare
Personal Care/ Household Products
[Natural/Organic – add onto existing platform]
Natural Personal Care Nutritional Supplements (e.g. whey protein)
Ingredient
Flavoring Houses
Copackers Functional Foods
Pharmacy/OTC
Ingredient/Aroma/ Flavoring Houses

5. Opportunity Identification
Category Level Analysis
e.g. Nielsen, Willard Bishop, Euromonitor, category review
Develop category profiles
Size, growth, profitability, segmentation, competitive set
Specific and distinctive capabilities and likely sources of value creation
Growth drives, strategies, international trends
Investment Proposition
Identify Key Categories
Fundamentals, competitive landscape, entry vehicles, sources of value creation
Develop Investment Proposition
Strategy, preliminary rationale, key assumptions, proactively identify pursued targets

6. Develop Actionable Strategies
Essence of strategy….guides choice and execution
Internal Analysis
External Analysis
Strategic Alternatives
Investment Choice

7. Develop Actionable Strategies: External Analysis
Markets
Which markets are attractive?
Consumers
How are consumers changing? What trends create the greatest opportunities and challenges to your business?
Customers
How will customers evolve over time? How will that affect our business?
Competition
Who is our competition? What are their strengths? How are they positioned for the future?
Costs
How will our business costs change? What are the greatest threats and challenges to our business?
Context
How will our business climate change? Any expected changes in government regulation, media, etc?

8. Develop Actionable Strategies: Internal Analysis
Assets
What assets do we have? What are most strategic or important to our success? (Experience – [$13 bn] of equity invested in over 100 companies since 1974)
Capabilities
What capabilities do we have? Which are most strategic or most important to our success? (Generated superior returns for our investors and operating partners)
Competitive Advantage
How do we uniquely combine those assets and capabilities to create competitive advantage? How sustainable is that advantage?
Economic Model
How do we generate profit? (Through growth in enterprise value rather than simply reducing leverage)
Sales/Marketing
How will target go to market with their “branded”/private label products? How will that change over time?
Replace second person words with first person “youwe”

9. Develop Actionable Strategies
Identification of Strategic Growth Platforms
Define the Opportunity
Set Vision
Attractive Quantitative Characteristics
Attractive Secondary Characteristics
Strategic Assessment
Strong Fit with Capabilities
Actionables
Growth Platforms
Growth Platforms
External Analysis
Internal Assessment
Key Issues/Risks/ Opportunities
Growth Strategy

10. Key Trends Impacting CPG & Health
Global and US Trends
US Market Implications
Aging Longevity drives aging, health & wellness
Shifting of Wealth Emerging global affluence US affluent population growing US middle class shrinking
Obesity Expanding across globe Consumers investing in solutions
Globalization Decreasing migration Digital technology Environmental concerns
Markets exploding offering health and wellness benefits
Consumers looking for:
American products
Added convenience
Value propositions
Consumers of all types looking for weight management solutions
Growing diversity in population
Consumers’ palette broadening to new product varieties
Sustainability and simplicity as big opportunities
Health & Wellness
Convenience
Private Label
Changing Demographic
Aging Population

11. Trends: Health Aging Population Obesity “60 is the new 50”
Active aging
Forever young
77 million baby boomers ( ) begin turning 65
By 2015 boomers will own 60% of US wealth and 40% of spending
Obesity
Medicare spends 34% more on obese seniors than healthy ones
Global issue
WHO projects 1 billion overweight, 300 million obese
Obesity concerns: Heart health, Type II diabetes, weight management

12. Trends: Convenience In-home eating occasions in decline
Smaller households
Dashboard Dining “is in”
Cooking from scratch is becoming a lost art
Active lifestyles increasing; increases “on the go” eating
Mom wants to feel good about the food offering
Channels of distribution – consumers aren’t shopping more but are shopping at more places
Millenials (80 million consumers have strong preference for convenience)
Digital marketing
Social media
Innovation
Health

13. Trends: Private Label Gaining share
Improved quality & packaging
Better acceptance
Often at parody with branded in consumer tests
Increasing sophistication (e.g. functional, ethnic & organic fair trade options)
Bringing innovation
Value added
Opening price points to premium
Greater percent of market share gains likely to stick (85-90% of consumers who traded down will continue to purchase private labels even after the recession)

14. Trends: Changing Demographics
Growing diversity in US population
1 in 4 babies born in the US are Hispanic
Hispanic population estimated at 133 million by 2050 (with $1.5 trillion in spending power)
Distinct tastes and food preferences
Searching for authenticity
Consumers palette broadening to new product varieties, textures, and flavors
McDonalds does 40% of its business with ethnic minorities
Mass marketing is less effective
Impact of social media

15. 15 Most Attractive Categories/Growth Platforms - Category Summary
Financial Characteristics
U.S.
Sales ($MM)
Sales Growth (03-07 CAGR)
Unit
Pricing
Estimated EBIT
% on Deal $ %
Consumer/Channel Dynamics
Consumer (U.S.)
Penetration
+/- LY
Buy Rate
Channels (U.S.)
Grocery Supercenters
Alternative Channels
Consumer Target Index (U.S,)
Young Transitionals (Singles)
Start Up Families
Established Couples -
Competitive Dynamics (U.S.)
Top 3 Shares (ex PL)
Private Label Share
Brand (Company)
Size $ %
+/-LY
Trends
Health and Wellness
Convenience
Private Label
Changing Demographic
Fit with Strategies/Capabilities
(As Platform Is Established)
Product Innovation
Margin Expansion
Geographic Expansion
Channel Expansion
Consumer Brand Building
Manufacturing & Distribution
Sales
Summary
Strong growth
On trend with health, convenience, etc.
Over-indexed with young singles etc.
Key Challenge: e.g. Distribution and increased awareness
Strategic Options
Company:
Company Sales:
Rationale:
1: Market Position
2: Strong Growth
Target: XYZ
Company Sales: $
1: Strong Growth
2: Innovation
Positive
Ambivalent
Negative 15

16. Health & Wellness Offers significant opportunity across vertical
Food & Beverage
Personal Care
Household Products etc.
Healthcare
Large and growing category (e.g. U.S. nutrition > $100bn category)
On trend
Aging Population (e.g. echo boomers)
Preventive Healthcare
Desire for Active Lifestyles
Obesity Epidemic
Rising Healthcare Costs
Consumer Awareness (“Green”)

17. “Better for You” Snacking**
Large and Growing
On Trend (Health & Wellness Convenience)
Attractive Margins
Branded & Store Brands
$69† billion global category. 1
**all temp states
† less likely opportunity (Greek Style over priced, PepsiCo/Miller joint venture, excess capacity, pricing?/margin structure)
1 Nutritional as opposed to performance

18. “Better for You” Snacking** Potential Targets
Snack Bars*
Refrigerated Yogurt/Dips/Spreads
Trail Mix/Grain Snacks
think † † †
LOGOS † † †
*Separate from performance bars.
**All-temp states.
†Platform opportunity

19. Example: Healthy Snacking Platform
Acquire Midsize Player
Roll Up 3-5 Smaller Players
Grow US Business
Expand Outside US
Variety Packs
Frozen Treats
Smoothies
Innovation
Expand Channels
Create New Snacking Platform
New Markets
VMG Snack Portfolio

20. Qualitative Strategic Leverage Points
Extendability into other categories, temperature states
Marketing mix allocation
Distribution efficiency (e.g. multipack)
Supermarket relationships – Alternative channel capability (single serve)
Productivity: High performance manufacturing work systems and cost disciplines (e.g. economies of scale bring synergies)
Sales force via Acosta
Reverse synergies – food service, industrial

21. Consider Acquiring a Flagship Weight Management Brand
On-Trend
Two-Thirds of U.S. Population Overweight (One-Third of Those Obese) – Leads to Other Disease States/ Opportunities (e.g. Heart Health, Type II Diabetes)
Attractive Margins
Access to Established Brands, Distribution, and Technology
Access to Readily Available Innovation (Omega 3, Digestive Health, etc.)

22. Weight Management: Potential Targets† †
† Platform Play

23. Spices, Seasonings, Flavoring, Aroma Houses Roll Up
Growing market opportunity that plays to big trends & CPG
Changing demographics
Aging population
Health
Consumers looking for diversity in flavors, intensity of seasoning. World cuisine is a growing category.
Unlocking health, convenience & portability is “the trifecta” in CPG
Potential Targets:

24. Health: “Better For You”
VMS (See Exhibit II)
Dietary Nutrition
HPC & Personal Care
Other † †
†Platform Opportunity

25. Supplement Industry Drivers (Exhibit II)
Aging Population
Proportion of population 65+ years old projected to increase from 16% in 2000 to 22.5% in 2020 – senior citizens are largest base of supplement users
Rising Healthcare Costs
Increases in per capita healthcare spending have far outpaced GDP and personal income, growing at 9% CAGR since 1970; more proactive and preventative practices being adopted to help combat rising costs
Lack/Risk of Pharmaceutical Solutions
Frequency of drug recalls and awareness of negative side effects of pharmaceutical products pushing consumers to seek alternative/natural solutions
Obesity Epidemic
2/3 of population is overweight and 1/3 is deemed clinically obese; growing prevalence/risks of chronic disease among general population increases demand for dietary and condition-specific products
Focus on Fitness
Gym memberships have more that doubled since 1987 – consumers increasingly seek to enhance both health and vanity effects of exercise
Consumer Awareness & Education
More proactive and knowledgeable average consumer – 85% of Americans believe supplements provide a health benefit with 55% actively seeking health information

26. U.S. Nutrition Industry Overview
Strengths
Strong macro-industry growth prospects due to compelling demographic, lifestyle and healthcare trends
Rapidly growing condition-specific supplement categories – cardio, digestive care, anti-aging, pre-workout
Increasing scientific support as to benefits of supplementation and, especially, specific categories such as probiotics, calcium, protein, omega-3 and Vitamin D
Increased regulatory attention is driving unsafe and poor quality companies out of the industry
DTC/Internet is fastest growing channel in the industry and is still in early stage of development
Highly fragmented industry ripe for consolidation with few platforms capable of serial acquisitions
Ability to leverage a high-quality product base to reach multiple consumer segments across multiple channels
$26.9 billion market (2009)
Source: Euromonitor

27. Global Cuisine Portfolio
Large and Growing
On-Trend (e.g. Mexican population growth, aging population, “World Cuisine” trend)
Attractive Margins
Channels/Temp States/Meal Occasions
Targets:
Authentic Mexican
Thai
Indian
Includes all temperature states, prepared foods, ready-to-eat foods, frozen appetizers, hors d’oeuvres, hot snacks, and alternative channels of distribution.

28. Global Cuisine Potential Target
Hispanic
Indian
Asian

29. Condiments (Plays changing demographics, convenience meals, savory snacks, H&W)
Roll up opportunity exists with the right operating and tax structure
Individual, standalone platforms exist via divestiture from large cap companies
Strategic growth opportunities exist beyond today’s offering (e.g. licenses, channels, demographics, packaging)

30. Convenient Meals Large and Growing On-Trend Attractive Margins
Multiple Temp States
Plays Branded and Private Access to Label
Access to 3rd Party Innovation
Includes all temperature states, frozen appetizers, hors d’oeuvres, hot snacks, and alternative channels of distribution.

31. Convenience Meals Potential Target
Refrigerated Deli
Meals/Sides
Hot Snacks
Other
Pineridge Baskets

32. Convenience Meals Add on Targets Grow US Leverage Expand Outside US
Enabling Acquisition
Add on Targets
Grow US Leverage
Expand Outside US
Innovation
Single-serve for alternate channels
Multi-Serve Meals/Snacks at Retail
Marketing & Advertising
Alternative meal occasions
Health
North American Platform
Central Europe
Barilla
Rana
Additional multiple acquired targets exist outside U.S.

33. CPG Opportunities (Broadly Defined)
Acco Brands/Esselte/Whalen
Breville
Bushnell
Choice Hotels International
The Colomer Group
Coppertone
Dr. Scholl’s (Schering-Plough)
Estee Lauder
Helen of Troy
Henkel
Herbalife
Hunter
Indulgence: Ice Cream/Ice Cream Novelty: Wells Dairy/Deans/Blue Bell/Interstate Bakeries
Knowlton Development
Libbey/Oneida/Hoffmeister
Newell Rubbermaid
Nuskin
Perrigo
Prestige Brands
Recreational
Arctic Cat
Brunswick
Polaris
Sealy
Select Comfort
Snap-On
Spectrum Brands
Sun Products/Church & Dwight (detergents)
Targus
USANA
World Kitchens

34. Other Fats & Oils/Food Ingredients CHS (Ventura Foods/Mitsui JV)
ACH/Stratus JV
Penford
Distributors/Suppliers
KeHe Wholesalers
Victory Wholesalers
Dawn Products
Beverage
Arizona
Dr. Pepper/Snapple
National Beverage
Teavana

35. Large Company Divestitures (Focus to Date Largely Food and Beverage)
ABF (ACH & Stratus JV)
Baxter International
Con Agra: Portfolio rollup (Chef Boyardee, La Choy, Libbey’s, Manwich); Snacks (David’s Seeds, Slim Jim, Orville Redenbacher, Act II, Crunch ‘N’ Munch, Jiffy Pop, etc.)
Corn Products
Fortune Brands/Beam
Hormel (Ethnic Brands)
Kellogg’s (Eggo, Morning Star Farms)
Kimberly Clark (Healthcare products)
Kraft (Planter’s, bev)
Mars (Uncle Ben’s, Seeds of Change)
Nestle (Buitoni, Maggi)
PepsiCo
P&G (Iam’s, Salon Care)
Unilever (Slimfast, Skippy, Wishbone, Ragu)

36. Recommended Opportunities
Category
Potential Targets
Highest Priority
“Better for You” Snacking
Hearthside, VMG snacks portfolio, Network Path, Good Sense
Second Priority
The recommended opportunities are a mix of near-in and further-out initiatives.

37. Recommended Opportunities
Category
Potential Targets
Highest Priority
Second Priority
The recommended opportunities are a mix of near-in and further-out initiatives.

38. Summary High potential exists for M&A in our CPG/Healthcare vertical
Networking has opened a lot of doors:
Platform opportunities
Add on opportunities
Getting “On the Radar” of the larger players
Alternative deal structures will open additional opportunities (e.g. Partnerships with Cargill, Schwan’s, Con Agra, Church & Dwight, for instance)
Strategies appear on target
Our initial meeting, plus meetings to date, have helped provide more focus (e.g. VMS, highly fragmented with small players, ice cream, ex novelty, packaging…)

39. Meetings Have Occurred…

40. Platform Opportunity within Existing Strategic Platform

41. Amy’s Frozen Foods Add on Opportunity to Strategic Platform
Natural and Organic Frozen and Shelf Stable Meals
Berliner’s (Mom; Rachel; Dad; Andy; Daughter Amy)
Add on Opportunity to Strategic Platform

42. ACH & Stratus Add on Opportunity to Strategic Platform
50-50 JV in fats and oils
Branded Foods
Fats and Oils
Joint Venture
CEO: Richard Rankin, Jack Straton
Add on Opportunity to Strategic Platform

43. Brunswick Follow Up Meeting Availability/Suggested
Marine, Fitness, Bowling, and Billiards
SVP, CFO Peter Hamilton
Follow Up Meeting Availability/Suggested

44. Baxter International
Medical Products & Services
Treasurer: Steve Meyer
Chief Counsel: Pat Fitzsimmon
Platform Opportunity Within Existing Strategic Platform

45. Carolina Beverage Follow Up Meeting Availability/Suggested
Contract packer for bev.
Water
Beer
Distilled spirits
Monster beverage
Queso for FL
Co-President Cliff Ritche
Follow Up Meeting Availability/Suggested
Add on Opportunity to Strategic Platform

46. Cargill Follow Up Meeting Availability/Suggested
Agri / Sweeteners / Packaging
Pat Bowe – Corporate Vice President
(Potential Partnership)
Follow Up Meeting Availability/Suggested

47. Church and Dwight
Household
Personal Care Products (Arm & Hammer, Trojan, First Response, Nair, OxiClean, etc.)
Specialty Products (industrial, institutional, medical, food, etc.)
Bryan
Platform Opportunity Within Existing Strategic Platform
Add on Opportunity to Strategic Platform

48. Choice Hotels Int’l
Hotels/Lodging: Comfort Inn, Cambria Suites, Econolodge, etc.
President and CEO Stephen Joyce
Platform Opportunity Within Existing Strategic Platform

49. Clorox Add on Opportunity to Strategic Platform
Condiments – KC Masterpiece, Hidden Valley Ranch
Add on Opportunity to Strategic Platform

50. CHS (Ventura Foods) Agri grain foods (fats, oils, Mari’s Dressings)
J.V. w/ Matsui
Energy
1.5bn (Rev), .1bn (EBITDA)
EVP, COO – Jay Debertin, Mark Palmquist

51. Corn Products Follow Up Meeting Availability/Suggested
Value Added Ingredient Solutions
Food & Bev (sweeteners & starches)
H&W, Personal Care, Biomaterials, Pharma, Industrial, Animal Nutrition
Cheryl Beebe – EVP & CFO
Follow Up Meeting Availability/Suggested
Add on Opportunity to Strategic Platform

52. ConAgra Follow Up Meeting Availability/Suggested
CEO – Gary Rodkin (former General Mills)
Potential Partnership / divestitures
Follow Up Meeting Availability/Suggested
Add on Opportunity to Strategic Platform
Platform Opportunity Within Existing Strategic Platform

53. Dr. Pepper Snapple Follow Up Meeting Availability/Suggested
President & Chief Executive Larry Young
Follow Up Meeting Availability/Suggested
Platform Opportunity Within Existing Strategic Platform

54. Diamond Foods Snacking – shelf stable – platform
Nuts – Emerald Diamond
Retail & Culinary
Microwave Popcorn – Pop Secret
Chips – Kettle Chips, Pringles
CEO – Matt Yost
SVP, CFO – Rick Wolfort

55. East Balt Bakery Follow Up Meeting Availability/Suggested
Primary bakery supplier to McDonald’s
EVP, CFO – Edward Gin
Has been sold
Follow Up Meeting Availability/Suggested
Platform Opportunity Within Existing Strategic Platform

56. DSM (Martek) Follow Up Meeting Availability/Suggested
Life and sciences
Animal nutrition
Crop protection
Food, bev. & dietary suppleis
Personal care/cos.
Auto
Building Construction
Paint
Follow Up Meeting Availability/Suggested
Platform Opportunity Within Existing Strategic Platform

57. Fortune Brands Home & Security
Beam – CEO – Matt Shattock
Beam – CFO – Bob Probst
Fortune – CEO – Chris Klein
Follow Up Meeting Availability/Suggested
Add on Opportunity to Strategic Platform

58. Group LeDuff Follow Up Meeting Availability/Suggested
Baked Goods – food svc.
QSR’s (Del Arte, Brioche Doree, Bridor, La Madeline, Bruegger’s…)
Louis LeDuff – Founder (owner)
Claude Bergeron – CEO, North America
TSG looking at $30-50 investment
Follow Up Meeting Availability/Suggested
Add on Opportunity to Strategic Platform