UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________

		
ý	CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
Date of Report (Date of earliest event reported): May 8, 2017

Commission File Number 001-35844
___________________________________
Pinnacle Foods Inc.
(Exact name of registrant as specified in its charter)
___________________________________

			
Delaware	 	35-2215019	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	 	 	
399 Jefferson Road
Parsippany, New Jersey	 	07054	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (973) 541-6620
_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

	
		
Item 2.05	Costs Associated with Exit or Disposal Activities.	
On May 8, 2017, Pinnacle Foods Inc. (the "Company"), in connection with the Company's ongoing portfolio strategic assessment and margin roadmap, committed to exit certain low-margin and non-strategic Aunt Jemima frozen breakfast products sold to retail and foodservice customers following the Company's voluntary recall announced on May 5, 2017. These actions and the associated charges detailed below are expected to be largely completed by the end of the second quarter of 2017.
 
The Company expects to record total charges related to these exit and disposal actions of approximately $58-$72 million before taxes, consisting of $50-$60 million of non-cash charges related to the write-down to fair market value of both tangible and intangible assets and $8-$12 million of cash charges primarily related to severance and other expenses associated with the exit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

P INNACLE F OODS I NC.

	
			
 	By:	/s/ C RAIG  S TEENECK	
 	 	 	
 	Name:    	Craig Steeneck	
 	Title:	Executive Vice President and Chief Financial Officer	
 	Date:	May 12, 2017