FELTHAM, England, Aug. 25, 2016 /PRNewswire/ -- Nomad Foods Limited ("Nomad Foods" or the "Company") (NYSE: NOMD), today issues the following trading update for the three and six month periods ended June 30, 2016.

Reported Results

Nomad Foods is presenting as reported consolidated operating results and financial information for the three and six months ended June 30, 2016.

Highlights for the three months ended June 30, 2016


    --  Revenue for the three months ended June 30, 2016 was EUR455.9 million,
        resulting in a EUR7.3 million loss after tax, which includes exceptional
        items of EUR55.1 million.
    --  For the three months ended June 30, 2015, revenue was EUR102.8 million,
        resulting in a loss after tax of EUR396.6 million, primarily resulting
        from exceptional non-cash charges related to the Founder Preferred
        Shares Annual Dividend Amount of EUR349.0 million.
    --  For the three months ended June 30, 2016, loss per share was EUR0.04
        compared to a loss per share of EUR4.41 in the three months ended June
        30, 2015.

Highlights for the six months ended June 30, 2016


    --  Revenue for the six months ended June 30, 2016 was EUR1,003.0 million,
        resulting in a EUR34.9 million profit after tax, which includes
        exceptional items of EUR78.2 million.
    --  For the six months ended June 30, 2015, revenue was EUR102.8 million,
        resulting in a loss after tax of EUR541.0 million, primarily resulting
        from exceptional non-cash charges related to the Founder Preferred
        Shares Annual Dividend Amount of EUR492.6 million.
    --  For the six months ended June 30, 2016, earnings per share was EUR0.19
        compared to a loss per share of EUR7.73 in the six months ended June 30,
        2015.

As Adjusted and Pro Forma As Adjusted Results

Highlights for the three months ended June 30, 2016

Nomad Foods is presenting As Adjusted financial information for the three months ended June 30, 2016. As Adjusted financial information for the three months ended June 30, 2016 includes the reported results of Nomad Foods for such period, adjusted for share based payment charges, exceptional items and non-cash foreign currency translation charges/gains.

For comparative purposes, Nomad Foods is presenting Pro Forma As Adjusted financial information for the three months ended June 30, 2015. Pro Forma As Adjusted financial information for the three months ended June 30, 2015 includes the reported results of Nomad Foods for such period, which includes the results of Iglo Foods Holdings Limited and its subsidiaries (the "Iglo Group") from June 1, 2015 and (i) the reported results of the Iglo Group for the two months ended May 31, 2015; and (ii) the consolidated carve out results of Findus Sverige AB and its subsidiaries (the "Findus Group") for the three months ended June 30, 2015. The Pro Forma As Adjusted results have been normalised for transaction-related items, exceptional items, foreign currency translation charges/gains and taxation.

Please see the non-IFRS reconciliation tables attached hereto and the schedules accompanying this release for an explanation and reconciliation of the As Adjusted and Pro Forma As Adjusted financial information to the reported results of Nomad Foods.

    Financial Information



                                                                                  Pro Forma As
                                                                                Adjusted for the
                                                  Reported/As Adjusted            three months
                                                  for the three months
                                                  ended June 30, 2016          ended June 30, 2015

    EUR in millions, except per share data                                                                  Difference           %

    Revenue                                                              455.9                        488.0               (32.1)    (6.6%)

    Gross profit                                                         139.6                        148.4                (8.8)    (5.9%)

    Gross profit margin                                                  30.6%                       30.4%                0.2%      0.7%

    Adjusted EBITDA                                                       77.9                         72.9                  5.0       6.9%

    Adjusted EBITDA margin                                               17.1%                       14.9%                2.2%     14.8%

    Adjusted profit for the period                                        35.4                         31.6                  3.8      12.0%

    Adjusted basic and diluted earnings per share                      EUR0.19                     EUR0.18             EUR0.01      5.6%

    --  Revenue was down EUR32.1 million or 6.6%, year-on-year. Adjusting for
        currency impacts of EUR12.5 million and the exit from Russia of EUR1.6
        million, the like for like decline was 3.8% - a 2.3% improvement on the
        rate of decline in the first quarter of 2016. As has been the case in
        the past few quarters, the decline in sales was driven by the Company's
        three largest markets, namely the UK, Italy and to a lesser extent
        Germany, although each of these markets again showed reduced rates of
        decline year-on-year compared to the prior quarter.
    --  Gross Profit declined EUR8.8 million compared to the Pro Forma As
        Adjusted Gross Profit, driven primarily by lower sales volumes and
        product mix partially offset by favourable pricing impacts.
    --  Gross Profit Margin improved by 0.2% compared to the Pro Forma As
        Adjusted Gross Profit Margin, driven by favourable pricing impacts,
        improved trade terms management and a reduction in input costs.
    --  As Adjusted EBITDA for the three months ended June 30, 2016 improved by
        EUR5.0 million to EUR77.9 million, representing 17.1% of revenues. This
        was due to the reduction in Gross Profit as discussed above, offset by
        EUR12.1 million lower advertising and promotion ("A&P") investment as
        the Company re-phased advertising spend to align with the anticipated
        launch of the new advertising in the second half of the year and EUR2.1
        million lower year-on-year indirect costs as a result of synergy
        realisation and benefits from the Company's lean reorganisation
        programme.
    --  As Adjusted Earnings per Share increased by 1 Euro cent year-on-year,
        due to the increase in As Adjusted Profit for the period.

Highlights for the six months ended June 30, 2016

Nomad Foods is presenting As Adjusted financial information for the six months ended June 30, 2016. As Adjusted financial information for the six months ended June 30, 2016 includes the reported results of Nomad Foods for such period, adjusted for share based payment charges, exceptional items and non-cash foreign currency translation charges/gains.

For comparative purposes, Nomad Foods is presenting Pro Forma As Adjusted financial information for the six months ended June 30, 2015. Pro Forma As Adjusted financial information for the six months ended June 30, 2015 includes the reported results of Nomad Foods for such period, which includes the results of the Iglo Group from June 1, 2015 and (i) the reported results of the Iglo Group for the five months ended May 31, 2015; and (ii) the consolidated carve out results of the Findus Group for the six months ended June 30, 2015. The Pro Forma As Adjusted results have been normalised for the differential in trading days (excluding the additional day for the leap year in 2016) between year-on-year periods, transaction-related items, exceptional items, foreign currency translation charges/gains and taxation.

Please see the non-IFRS reconciliation tables attached hereto and the schedules accompanying this release for an explanation and reconciliation of the As Adjusted and Pro Forma As Adjusted financial information to the reported results of Nomad Foods.



    Financial Information

                                                                                  Pro Forma As
                                                                                Adjusted for the
                                                  Reported/As Adjusted
                                                   for the six months              six months
                                                  ended June 30, 2016
                                                                               ended June 30, 2015
    EUR in millions, except per share data                                                                  Difference             %

    Revenue                                                            1,003.0                      1,058.8                 (55.8)     (5.3%)

    Gross profit                                                         307.1                        327.1                 (20.0)     (6.1%)

    Gross profit margin                                                  30.6%                       30.9%                (0.3%)     (1.0%)

    Adjusted EBITDA                                                      177.7                        178.5                  (0.8)     (0.4%)

    Adjusted EBITDA margin                                               17.7%                       16.9%                  0.8%       4.7%

    Adjusted profit for the period                                        88.4                         89.8                  (1.4)     (1.6%)

    Adjusted basic and diluted earnings per share                      EUR0.48                     EUR0.50             (EUR0.02)     (4.0%)

    --  Revenue was down EUR55.8 million or 5.3%, year-on-year. Adjusting for
        currency impacts of EUR18.1 million, the exit from Russia of EUR2.5
        million, an additional trading day in the three months ended March 31,
        2016 due to the leap year of (EUR9.5) million and the business
        acquisition of La Cocinera in Spain of (EUR8.3) million, the like for
        like decline was 5.0%. As has been the case in the past few quarters,
        the decline in sales was driven by the Company's three largest markets,
        namely the UK, Italy and Germany, although each of these markets showed
        a reduced rate of decline year-on-year compared to the second half of
        2015.
    --  Gross Profit declined EUR20.0 million compared to the Pro Forma As
        Adjusted Gross Profit, driven primarily by lower sales volumes.
    --  Gross Profit Margin declined by 0.3% compared to the Pro Forma As
        Adjusted Gross Profit Margin, driven by an adverse mix and the dilutive
        effect of the La Cocinera acquisition, partly offset by favourable
        pricing, improved trade terms management and a reduction in input costs.
    --  As Adjusted EBITDA for the six months ended June 30, 2016 decreased by
        EUR0.8 million to EUR177.7 million, representing 17.7% of revenues. This
        was due to the reduction in Gross Profit discussed above, offset by
        EUR15.0 million lower A&P investment as the Company re-phased
        advertising spend to align with the anticipated launch of the new
        advertising in the second half of the year and EUR3.8 million lower
        year-on-year indirect costs as a result of synergy realisation and
        benefits from the Company's lean reorganisation programme.
    --  As Adjusted Earnings per Share decreased by 2 Euro cents year-on-year,
        due to the decrease in As Adjusted Profit for the period.

Management Comments

Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer, stated, "We managed to successfully slow the rate of sales decline for the third successive quarter amidst challenging market conditions and have now halved the rate of decline since the trough in the three months ended September 30, 2015. We have maintained margins and cash generation consistent with our internal outlook. As we continue to implement our strategy and our actions start to reach the market place through the balance of the year, I am encouraged by our progressive quarterly improvement to the top line trend. We are highly confident of delivering our forecast synergies from combining the Findus and Iglo businesses and I am pleased with our progress to date on both integration and footprint consolidation. We remain committed to long-term value creation and I am encouraged with the team spirit being displayed during this turnaround phase."

Noam Gottesman, Nomad Foods' Co-Chairman and Founder, commented, "We believe that Stéfan and the whole Nomad Foods team have identified the correct strategy and are making the right decisions. There are encouraging indicators in "Must Win Battles" and we are pleased with our progress to date. Our immediate priority remains stabilizing our top line and further improving our strong foundation to support long-term value creation."

Conference Call

A conference call with members of the executive management team will be held to discuss the results with additional comments and details.

The conference call is scheduled to begin at 8:30 AM Eastern Daylight Time on Thursday, August 25, 2016. To participate on the live call listeners in North America may dial 888-819-8038 and international listeners may dial 913-312-6670.

Additionally, there will be a presentation to accompany the conference call and the call is being webcast and both can be accessed at Nomad Foods' website at www.nomadfoods.com under Investor Relations. A replay of the conference call will be available on the Company website for two weeks following the event and can be accessed by listeners in North America by dialing 877-870-5176 and by international listeners by dialing 858-384-5517; the replay pin number is 8709528.

As Adjusted and Pro Forma As Adjusted Financial Information

As Adjusted financial information presented in this press release is based on the historical financial statements of Nomad Foods. Pro Forma As Adjusted financial information presented in this press release is based on the historical financial statements of Nomad Foods, as well as the historical financial statements of the Iglo Group and the Findus Group and has been prepared to reflect the acquisition of both the Iglo Group and the Findus Group and the changes in the financing structure associated with the acquisition of both Groups. As Adjusted and Pro Forma As Adjusted financial information should be read in conjunction with the audited financial statements of Nomad Foods included in this press release.

The As Adjusted and Pro Forma adjustments presented herein are based upon certain assumptions that Nomad Foods believes to be reasonable. As Adjusted and Pro Forma As Adjusted financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of the Iglo Group or the Findus Group occurred on an earlier date, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined group will experience. The Pro Forma As Adjusted financial information was not prepared in accordance with the SEC's rules and standards relating to pro forma financial information and does not reflect the cost of any integration or benefits from the acquisition of the Iglo Group and Findus Group that may be derived in the future.

Non-IFRS Financial Measures

Nomad Foods also utilizes certain additional key performance indicators described below. Nomad Foods believe these indicators provide an important alternative measure with which to monitor and evaluate the Company's ongoing financial results, as well as to reflect its acquisitions. Nomad Foods' calculation of EBITDA, As Adjusted EBITDA, As Adjusted EBITDA margin, As Adjusted profit, As Adjusted basic and diluted earnings per share, revenue adjusted for certain items, Pro Forma As Adjusted financial information and As Adjusted operating cash flow before tax may be different from the calculations used by other companies and comparability may therefore be limited. EBITDA, As Adjusted EBITDA, As Adjusted EBITDA margin, As Adjusted profit, As Adjusted basic and diluted earnings per share, revenue adjusted for certain items, Pro Forma As Adjusted financial information and As Adjusted operating cash flow before tax are non-IFRS measures and you should not consider them an alternative or substitute for Profit or Loss after tax as a measure of operating performance.

EBITDA is Profit/Loss before tax for the period before net financing costs, depreciation and amortization. As Adjusted EBITDA is EBITDA adjusted to remove the impact of share based payment charges, exceptional items, charges relating to the Founders Preferred Shares Annual Dividend Amount, charges relating to the redemption of warrants and other similar items. Pro Forma As Adjusted EBITDA is As Adjusted EBITDA further adjusted to add the results of the Iglo Group and Findus Group to the reported results of Nomad Foods for periods when the Iglo Group and the Findus Group, respectively, were not owned by Nomad Foods. As Adjusted Operating cash flow before tax is As Adjusted EBITDA adjusted for working capital movement, movements in employee benefits and provisions and capital expenditures.

We believe EBITDA, As Adjusted EBITDA, Pro Forma As Adjusted EBITDA and As Adjusted operating cash flow before tax are useful indicators and can assist securities analysts, investors and other parties to perform their own evaluations. Accordingly, the information has been disclosed to permit a more complete and comprehensive analysis of our operating performance. EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the individual needs and circumstances of these companies. You should exercise caution in comparing EBITDA, As Adjusted EBITDA, Pro Forma As Adjusted EBITDA and As Adjusted operating cash flow before tax with similarly titled measures of other companies. EBITDA, As Adjusted EBITDA, Pro Forma As Adjusted EBITDA and As Adjusted operating cash flow before tax are not measures of liquidity or performance calculated in accordance with IFRS and should be viewed as a supplement to, not a substitute for, our results of operations presented in accordance with IFRS.

About Nomad Foods Limited

Nomad Foods (NYSE: NOMD) is a leading frozen foods company building a global portfolio of best-in-class food companies and brands within the frozen category and across the broader food sector. Nomad Foods produces, markets and distributes brands in 17 countries and has the leading market share in Western Europe. The Company's portfolio of leading frozen food brands includes Birds Eye, Iglo, and Findus. More information on Nomad Foods Limited is available at http://www.nomadfoods.com.




    Nomad Foods Limited As Reported

    Statement of Profit or Loss (unaudited)

    Three months ended June 30, 2016 and June 30, 2015


                                                               Three months ended        Three months ended

                                                                  June 30, 2016             June 30, 2015

                                                                  EUR millions              EUR millions

    Revenue                                                                        455.9                     102.8

    Cost of sales                                                                (316.3)                   (95.9)

    Gross profit                                                                   139.6                       6.9

    Other operating expenses                                                      (74.8)                   (19.2)

    Charge related to Founder Preferred Shares Annual Dividend                         -                  (348.6)

    Amount & Warrant Redemption Amount

    Exceptional items                                                             (55.1)                   (20.9)

    Operating profit/(loss)                                                          9.7                   (381.8)

    Finance income                                                                   3.6                       0.9

    Finance costs                                                                 (21.5)                   (15.0)

    Net financing costs                                                           (17.9)                   (14.1)
                                                                                   -----                     -----

    Loss before tax                                                                (8.2)                  (395.9)

    Taxation                                                                         0.9                     (0.7)

    Loss for the period attributable to Parent Company                             (7.3)                  (396.6)
                                                                                    ====                    ======



    Basic and diluted loss  per share

    Loss for the period in EUR millions                                            (7.3)                  (396.6)

    Weighted average shares outstanding                                      183,570,821                89,935,672

    Basic and diluted loss per share in EUR                                       (0.04)                   (4.41)


    Nomad Foods Limited As Reported

    Statement of Profit or Loss (unaudited)

    Six months ended June 30, 2016 and June 30, 2015


                                                                Six months ended         Six months ended

                                                                  June 30, 2016            June 30, 2015

                                                                  EUR millions             EUR millions

    Revenue                                                                      1,003.0                    102.8

    Cost of sales                                                                (695.9)                  (95.9)

    Gross profit                                                                   307.1                      6.9

    Other operating expenses                                                     (154.8)                  (19.4)

    Charge related to Founder Preferred Shares Annual Dividend                         -                 (492.2)

    Amount & Warrant Redemption Amount

    Exceptional items                                                             (78.2)                  (21.5)

    Operating profit/(loss)                                                         74.1                  (526.2)

    Finance income                                                                  19.2                      0.9

    Finance costs                                                                 (42.8)                  (15.0)

    Net financing costs                                                           (23.6)                  (14.1)
                                                                                   -----                    -----

    Profit/(loss) before tax                                                        50.5                  (540.3)

    Taxation                                                                      (15.6)                   (0.7)

    Profit/(loss) for the period attributable to Parent Company                     34.9                  (541.0)
                                                                                    ====                   ======



    Basic earnings/(loss) per share

    Profit/(loss) for the period in EUR millions                                    34.9                  (541.0)

    Weighted average shares outstanding                                      183,348,069               69,980,337

    Basic earnings/(loss) per share in EUR                                          0.19                   (7.73)



    Diluted earnings/(loss) per share

    Profit/(loss) for the period in EUR millions                                    34.9                  (541.0)

    Weighted average shares outstanding                                      183,380,256               69,980,337

    Diluted earnings/(loss) per share in EUR                                        0.19                   (7.73)



    Nomad Foods Limited As Reported

    Statement of Financial Position

    As at June 30, 2016 (unaudited) and December 31, 2015 (audited)


                                                                                         As at December 31, 2015

                                                                    As at June 30, 2016       EUR millions

                                                                    EUR millions

                Non-current assets

                Goodwill                                                         1,688.7                    1,676.8

                Intangibles                                                      1,726.9                    1,729.6

                Property, plant and equipment                                      300.1                      318.2

                Other receivables                                                    0.3                          -

                Deferred tax assets                                                 58.6                       60.6
                                                                                  ----                       ----

                Total non-current assets                                         3,774.6                    3,785.2
                                                                               -------                    -------


                Current assets

                Cash and cash equivalents                                          505.6                      618.7

                Inventories                                                        285.6                      319.6

                Trade and other receivables                                        113.7                      118.7

                Indemnification assets                                              61.3                       77.8

                Capitalized borrowing costs                                          5.0                        5.0

                Derivative financial instruments                                     5.5                        4.7

                Total current assets                                               976.7                    1,144.5
                                                                                 -----                      -----

                Total assets                                                     4,751.3                    4,929.7
                                                                               -------                    -------


                Current liabilities

                Bank overdrafts                                                    232.0                      432.6

                Derivative financial instruments                                     3.6                        1.4

                Current tax payable                                                114.7                       97.7

                Trade and other payables                                           404.3                      422.3

                Provisions                                                         108.8                       86.7
                                                                                 -----                       ----

                Total current liabilities                                          863.4                    1,040.7
                                                                                 -----                      -----


                Non-current liabilities

                Loans and borrowings                                             1,457.8                    1,491.1

                Employee benefits                                                  213.7                      168.9

                Trade and other payables                                             1.4                        1.6

                Deferred tax liabilities                                           326.3                      339.3

                Total non-current liabilities                                    1,999.2                    2,000.9
                                                                               -------                    -------

                Total liabilities                                                2,862.6                    3,041.6
                                                                               -------                    -------


                Net assets                                                       1,888.7                    1,888.1
                                                                               =======                    =======


                Equity attributable to equity holders

                Share capital                                                          -                         -

                Capital reserve                                                  1,800.5                    1,762.4

                Share based compensation reserve                                     0.7                        0.1

                Founder Preferred Share Dividend reserve                           493.4                      531.5

                Translation reserve                                                 80.7                       84.5

                Cash flow hedging reserve                                            2.2                        1.1

                Accumulated deficit                                              (488.8)                   (491.5)
                                                                               -------                     ------

                Total equity                                                     1,888.7                    1,888.1
                                                                               =======                    =======





    Nomad Foods Limited As Reported

    Statement of Cash Flows (unaudited)

    For the six months ended June 30, 2016 and the six months ended June 30, 2015


                                                                                                                                                                  For the six months ended
                                                                                                                                                                    June 30, 2015
                                                                                                                                For the six months ended
                                                                                                                                     June 30, 2016                   EUR millions

                                                                                                                                      EUR millions

                      Cash flows from operating activities

                      Profit/(loss) for the period                                                                                                           34.9                           (541.0)

                      Reconciliation of profit/(loss) to net cash provided by operating activities:

                      Exceptional items                                                                                                                      78.2                              21.5

                      Non-cash charge related to Founder Preferred Shares Annual Dividend Amount and Warranty Redemption Amount                                 -                            492.2

                      Non-cash fair value purchase price adjustment of inventory                                                                                -                             26.0

                      Share based payment expense                                                                                                             0.6                                 -

                      Depreciation and amortization                                                                                                          24.8                               2.7

                      Loss on disposal of property, plant and equipment                                                                                       0.2                                 -

                      Finance costs                                                                                                                          42.8                              15.0

                      Finance income                                                                                                                       (19.2)                            (0.9)

                      Taxation                                                                                                                               15.6                               0.7
                                                                                                                                                           ----                               ---

                      Operating cash flow before changes in working capital, provisions and exceptional items                                               177.9                              16.2

                      Decrease/(increase) in inventories                                                                                                     25.2                             (4.1)

                      (Increase)/decrease in trade and other receivables                                                                                    (3.7)                             24.7

                      (Decrease)/increase in trade and other payables                                                                                       (8.3)                             22.7

                      (Decrease)/increase in employee benefits and other provisions                                                                         (2.0)                              0.4
                                                                                                                                                          -----                               ---

                      Cash generated from operations before tax and exceptional items                                                                       189.1                              59.9

                      Cash flows relating to exceptional items                                                                                             (32.0)                           (73.0)

                      Tax paid                                                                                                                              (5.4)                            (1.4)

                      Net cash generated from/(used in) operating activities                                                                                151.7                            (14.5)
                                                                                                                                                          -----                             -----


                      Cash flows from investing activities

                      Purchase of Iglo, net of cash acquired                                                                                                    -                          (682.1)

                      Contingent consideration for purchase of Frudesa brand                                                                                (8.0)                                -

                      Purchase of property, plant and equipment                                                                                            (12.2)                            (1.6)

                      Purchase of intangibles                                                                                                               (0.1)                                -

                      Purchase of portfolio investments                                                                                                         -                          (320.6)

                      Redemption of portfolio investments                                                                                                       -                            178.3

                      Net cash used in investing activities                                                                                                (20.3)                          (826.0)
                                                                                                                                                         ------                             -----


                      Cash flows from financing activities

                      Proceeds from issuance of Ordinary Shares                                                                                                 -                          1,014.2

                      Repayment of loan principal                                                                                                               -                          (490.0)

                      Net payment of finance leases                                                                                                         (0.4)                                -

                      Payment of financing fees                                                                                                                 -                            (5.4)

                      Interest paid                                                                                                                        (35.5)                           (11.5)

                      Interest received                                                                                                                       4.6                               0.1
                                                                                                                                                            ---                               ---

                      Net cash (used in)/generated from financing activities                                                                               (31.3)                            507.4
                                                                                                                                                         ------                             -----


                      Net increase/(decrease) in cash and cash equivalents                                                                                  100.1                           (333.1)
                                                                                                                                                          -----                             -----

                      Cash and cash equivalents at beginning of period                                                                                      186.1                             402.2

                      Effect of exchange rate fluctuations                                                                                                 (12.6)                             60.1
                                                                                                                                                         ------                              ----

                      Cash and cash equivalents at end of period(a)                                                                                         273.6                             129.2
                                                                                                                                                          =====                             =====


    (a)               Cash and cash equivalents
                      comprise cash at bank of
                      EUR505.6 million less bank
                      overdrafts of EUR232.0
                      million (June 30, 2015: cash
                      at bank of EUR608.0 million
                      less bank overdrafts of
                      EUR478.8 million).




    Nomad Foods Limited

    As Adjusted Financial Information

    (In EUR millions, except per share data)


    The following table reconciles As Adjusted financial information for the three months ended June 30, 2016 to the reported results of Nomad Foods for such period.


    As Adjusted Statement of Profit or Loss (unaudited)
    Three Months Ended June 30, 2016




                                                                                                                  As reported for the                                             As Adjusted for the
                                                                                                                   three months ended                                              three months ended
                                                                                                                     June 30, 2016                                                   June 30, 2016

    EUR in millions, except per share data                                                                                                          Adjustments
                                                                                                                                                                                                                   ---


    Revenue                                                                                                                      455.9                                     -                                455.9

    Cost of sales                                                                                                              (316.3)                                    -                              (316.3)

    Gross profit                                                                                                                 139.6                                     -                                139.6

    Other operating expenses                                                                                                    (74.8)                                  0.4   (a)                          (74.4)

    Exceptional items                                                                                                           (55.1)                                 55.1   (b)                               -

    Operating profit                                                                                                               9.7                                  55.5                                  65.2

    Finance income                                                                                                                 3.6                                 (1.3)                                  2.3

    Finance costs                                                                                                               (21.5)                                    -                               (21.5)

    Net financing costs                                                                                                         (17.9)                                (1.3)  (c)                          (19.2)
                                                                                                                                 -----                                  ----                                 -----

    (Loss)/profit before tax                                                                                                     (8.2)                                 54.2                                  46.0

    Taxation                                                                                                                       0.9                                (11.5)  (d)                          (10.6)

    (Loss)/profit for the period                                                                                                 (7.3)                                 42.7                                  35.4
                                                                                                                                  ====                                  ====                                  ====


    Weighted average shares outstanding - basic(e)                                                                         183,570,821                                                                183,570,821

    Basic (loss)/earnings per share                                                                                             (0.04)                                                                      0.19


    Weighted average shares outstanding - diluted(f)                                                                       183,570,821                                                                183,600,409

    Diluted (loss)/earnings per share                                                                                           (0.04)                                                                      0.19


    (a)                  Adjustment to add back share
                         based payment charge.

                        Adjustment to add back
                         exceptional items which
                         management believes do not have
                         a continuing impact.  See table
                         'EBITDA and As Adjusted EBITDA
                         (unaudited) three months ended
                         June 30, 2016' for a detailed
    (b)                  list of exceptional items.

    (c)                  Adjustment to eliminate (EUR1.3)
                         million of non-cash foreign
                         exchange translation gains.

                        Adjustment to reflect the tax
                         impact of the above at the
                         applicable tax rate for each
                         exceptional item, determined by
                         the nature of the item and the
                         jurisdiction in which it
    (d)                  arises.

                        Basic weighted average shares
                         outstanding includes the 2015
                         Non-Executive Directors
                         Restricted Stock Award shares
    (e)                  from the date of vesting.

                        Diluted weighted average shares
                         outstanding has been adjusted
                         by the dilutive impact of the
                         2015 and 2016 Non-Executive
                         Directors Restricted Stock
    (f)                  Awards.



    Nomad Foods Limited

    As Adjusted Financial Information

    (In EUR millions)



    The following table reconciles EBITDA and As Adjusted EBITDA for the three months ended June 30, 2016 to the reported results of Nomad Foods for such
     period.


    EBITDA and As Adjusted EBITDA (unaudited)

    Three Months Ended June 30, 2016


                                                                                                                                    As reported for the
                                                                                                                                       three months
                                                                                                                                      ended June 30,
                                                                                                                                                           2016


                EUR in millions

                Loss before tax                                                                                                                             (8.2)

                Net financing costs                                                                                                                          17.9

                Depreciation                                                                                                                                 11.0

                Amortization                                                                                                                                  1.7
                                                                                                                                                            ---

                EBITDA                                                                                                                                       22.4


                Exceptional items:

                Transactions related costs                                                                                                                    0.7  (a)

                Costs related to management incentive plans                                                                                                   0.7  (b)

                Investigation of strategic opportunities                                                                                                      1.6  (c)

                Supply chain reconfiguration                                                                                                                 39.7  (d)

                Other restructuring costs                                                                                                                   (0.9) (e)

                Integration costs                                                                                                                             8.3  (f)

                Remeasurement of indemnification assets                                                                                                       5.0  (g)


                Other Adjustments:

                Share based payment charge                                                                                                                    0.4  (h)


                As Adjusted EBITDA(I)                                                                                                                        77.9


                Working capital movement                                                                                                                     20.2

                Decrease in employee benefits and other provisions                                                                                          (0.7)

                Capital expenditure                                                                                                                         (6.5)
                                                                                                                                                          -----

                As Adjusted operating cash flow before tax                                                                                                   90.9
                                                                                                                                                           ====




    (a) Elimination of costs incurred in relation to completed acquisitions.

    (b) Adjustment to eliminate long term management incentive scheme costs from prior ownership.

    (c) Elimination of costs incurred in relation to investigation of strategic opportunities for the combined group following acquisition by the Company and other items considered non-recurring.

    (d) Elimination of supply chain reconfiguration costs, namely the closure of the Bjuv factory.

    (e) Elimination of other restructuring costs associated with operating locations.

    (f)  Elimination of costs recognized by Nomad Foods relating to the integration of the Findus Group.

    (g) Adjustment to reflect the remeasurement of the indemnification assets recognized on the acquisition of the Findus Group, which is capped at the value of shares held in escrow at the share price as at June 30, 2016.

    (h) Elimination of share payment charge relating to the Nomad Foods 2015 Long Term Incentive Plan

    (i)  As Adjusted EBITDA margin 17.1% for the three months ended June 30, 2016 is calculated by dividing As Adjusted EBITDA by As Adjusted revenue.



    Nomad Foods Limited

    Pro Forma As Adjusted Financial Information

    (In EUR millions, except per share data)


    The following table reconciles Pro Forma As Adjusted financial information for the three months ended June 30, 2015 to the reported results of Nomad Foods for such period.


    Pro Forma As Adjusted Statement of Profit or Loss (unaudited)

    Three Months Ended June 30, 2015


                                                                                                                                      As reported for                    Add Iglo                 Add Findus                      Adjustments               Combined
                                                                                                                                          the three                       Group                 Group unaudited                                            Pro Forma
                                                                                                                                        months ended                    unaudited               results for the                                           As Adjusted
                                                                                                                                        June 30, 2015                results for the             three months                                            for the three
                                                                                                                                                                      two months              ended June 30,                                               months
                                                                                                                                                                    ended May 31,                         2015                                            ended June
    EUR in millions, except per share data                                                                                                                                            2015                         Combined                                             30, 2015

    Revenue                                                                                                                                      102.8                                  242.8                150.6          496.2            (8.2)   (a)                        488.0

    Cost of sales                                                                                                                               (95.9)                               (159.4)             (116.3)       (371.6)            32.0    (b)                      (339.6)

    Gross profit                                                                                                                                   6.9                                   83.4                 34.3          124.6             23.8                               148.4

    Other operating expenses                                                                                                                    (19.2)                                (46.7)              (24.2)        (90.1)             1.5    (c)                       (88.6)

    Founder Preferred Shares Annual Dividend Amount & Warrant Redemption Amount                                                                (348.6)                                     -                   -       (348.6)           348.6    (d)                            -

    Exceptional items                                                                                                                           (20.9)                                (63.7)                 3.3         (81.3)            81.3    (e)                            -

    Operating (loss)/profit                                                                                                                    (381.8)                                (27.0)                13.4        (395.4)           455.2                                59.8

    Finance income                                                                                                                                 0.9                                    1.6                  1.2            3.7            (2.1)                                1.6

    Finance costs                                                                                                                               (15.0)                                (48.0)               (4.3)        (67.3)            46.9                              (20.4)

    Net financing costs                                                                                                                         (14.1)                                (46.4)               (3.1)        (63.6)            44.8    (f)                       (18.8)
                                                                                                                                                 -----                                  -----                 ----          -----             ----                               -----

    (Loss)/profit before tax                                                                                                                   (395.9)                                (73.4)                10.3        (459.0)           500.0                                41.0

    Taxation                                                                                                                                     (0.7)                                (48.4)               (2.9)        (52.0)            42.6    (g)                        (9.4)

    (Loss)/profit for the period                                                                                                               (396.6)                               (121.8)                 7.4        (511.0)           542.6                                31.6
                                                                                                                                                ------                                 ------                  ---         ------            -----                                ----


    Weighted average shares outstanding - basic and diluted(h)                                                                              89,935,672                                                                                                                 179,342,960

    Basic and diluted (loss)/earnings per share                                                                                                 (4.41)                                                                                                                       0.18


    (a)                    Adjustments to (i) decrease revenue
                           by (EUR8.1) million for the
                           differential in trading days
                           between year-on-year periods,
                           (ii) eliminate a EUR0.1 million
                           credit from intercompany trade
                           between the Findus Group and Iglo
                           Group for the three months ended
                           June 30, 2015 and (iii) reflect
                           accounting policy alignment between
                           Findus Group and Nomad Foods
                           policies to reclassify (EUR0.2)
                           million of advertising and
                           promotion expenses from other
                           operating expenses for the Findus
                           Group three month period.

    (b)                    Adjustments to (i) decrease cost of
                           sales by EUR5.1 million for the
                           differential in trading days
                           between year-on-year periods,
                           (ii) add back EUR26.0 million non-
                           cash charge related to the increase
                           in inventory fair value recorded as
                           part of the Iglo Group's purchase
                           price accounting (PPA); (iii)
                           increase depreciation expense by
                           (EUR0.4) million net to reflect the
                           Iglo and Findus PPA adjustments to
                           the fair value of property, plant
                           and equipment, (iv) eliminate
                           (EUR0.1) million of intercompany
                           trade between the Findus Group and
                           Iglo Group for the three months
                           ended June 30, 2015 and (v) reverse
                           a EUR1.4 million non-cash Iglo
                           acquisition accounting adjustment
                           relating to the discontinuation of
                           hedge accounting on acquired
                           derivatives.

    (c)                    Adjustments to (i) reflect (EUR0.6)
                           million incremental amortization on
                           the increase in the fair value
                           uplift of brands and customer lists
                           recorded as part of the Findus
                           acquisition PPA (there was no
                           increase in the value of definite
                           life intangible assets as part of
                           the Iglo Group PPA); (ii) reflect a
                           reduction of EUR0.2 million of
                           amortization based on the fair
                           valuation of intangible assets
                           acquired with the Iglo Group; (iii)
                           eliminate a EUR1.7 million Findus
                           prior ownership corporate charge;
                           and (iv) reflect accounting policy
                           alignment between the Findus Group
                           and Nomad Foods policies to
                           reclassify  EUR0.2 million of
                           advertising and promotion expenses
                           to revenue and increasing expense
                           by (EURnil) million, net, relating
                           to the capitalization of new
                           product development costs of EUR0.3
                           million and related amortization of
                           (EUR0.3) million.

    (d)                    Adjustment to add back a Nomad Foods
                           EUR348.6 million non-cash charge
                           relating to the Founder Preferred
                           Shares Annual Dividend Amount &
                           Warrant Redemption Amount.

    (e)                    Adjustment to add back exceptional
                           items, which management believes
                           are not representative of the
                           Company's operations.  See table
                           'Pro Forma EBITDA and Pro Forma As
                           Adjusted EBITDA (unaudited) three
                           months ended June 30, 2015' for a
                           detailed list of exceptional items.

    (f)                    Adjustment of EUR26.3 million to
                           restate net financing costs to
                           reflect the new debt structure put
                           in place with the Iglo Acquisition
                           and the financing of the Findus
                           Acquisition and to eliminate
                           EUR18.5 million of non-cash
                           foreign exchange translation
                           charges.

    (g)                    Adjustment to reflect the tax impact
                           of the above at the applicable tax
                           rate for each exceptional item,
                           determined by the nature of the
                           item and the jurisdiction in which
                           it arises.

    (h)                    Pro Forma As Adjusted weighted
                           average shares assumes all shares
                           issued in connection with the
                           acquisitions or for which the
                           proceeds were used to complete
                           acquisitions were issued as of
                           January 1, 2015.  All other
                           adjustments for weighting are based
                           on actual issuance date.




    Nomad Foods Limited

    Pro Forma As Adjusted Financial Information

    (In EUR millions)


    The following table reconciles Pro Forma EBITDA and Pro Forma As Adjusted EBITDA for the three months ended June 30, 2015 to the reported results of Nomad Foods for such period.


    Pro Forma EBITDA and Pro Forma As Adjusted EBITDA (unaudited)

    Three Months Ended June 30, 2015


    EUR in millions                                                                                                               As reported for the                                  Add Iglo Group                                             Combined Pro
                                                                                                                                     three months                                       unaudited as                                                Forma As
                                                                                                                                    ended June 30,                                    reported for the                                         Adjusted for the
                                                                                                                                                                2015                   two months ended                                            three months
                                                                                                                                                                                      May 31, 2015                Add Findus                   ended June 30,
                                                                                                                                                                                                                Group unaudited                           2015
                                                                                                                                                                                                                results for the
                                                                                                                                                                                                                 three months
                                                                                                                                                                                                                ended June 30,
                                                                                                                                                                                                                                2015

    (Loss)/profit before tax                                                                                                                                 (395.9)                                    (73.4)                    10.3                    (459.0)

    Net financing costs                                                                                                                                         14.1                                       46.4                      3.1                       63.6

    Depreciation                                                                                                                                                 2.5                                        5.0                      3.9                       11.4

    Amortization                                                                                                                                                 0.2                                        0.5                      0.6                        1.3
                                                                                                                                                                 ---                                        ---                      ---                        ---

    EBITDA                                                                                                                                                   (379.1)                                    (21.5)                    17.9                    (382.7)


    Exceptional items:

    Transactions related costs                                                                                                                                  20.9                                        3.8                        -   (a)                24.7

    Purchase price adjustments to intangible assets                                                                                                                -                                      55.0                        -   (b)                55.0

    Costs related to management incentive plans                                                                                                                    -                                       2.8                        -   (c)                 2.8

    Investigation of strategic opportunities                                                                                                                       -                                       1.5                        -   (d)                 1.5

    Cisterna fire net costs                                                                                                                                        -                                       0.6                        -   (e)                 0.6

    Restructuring costs                                                                                                                                            -                                         -                     6.5    (f)                 6.5

    Gain on purchase of La Cocinera                                                                                                                                -                                         -                   (9.8)   (g)               (9.8)


    Other Adjustments:

    Founder Preferred Shares Annual Dividend   Amount & Warrant Redemption(h)                                                                                                                                                                            348.6

    Iglo(i)                                                                                                                                                                                                                                               24.4

    Findus(j)                                                                                                                                                                                                                                              1.3


    Pro Forma As Adjusted EBITDA(k)                                                                                                                                                                                                                       72.9
                                                                                                                                                                                                                                                          ----




    (a)                    Elimination of costs incurred in
                           relation to completed and potential
                           acquisitions.

    (b)                    Elimination of charges at the Iglo
                           Group level related to the purchase
                           price exercise on the acquisition
                           of the Iglo Group. At the Nomad
                           Foods level, this adjustment is
                           recognized within goodwill, but at
                           the Iglo Group level it is reported
                           within profit or loss.

    (c)                    Adjustment to eliminate long term
                           management incentive scheme costs
                           from prior ownership.

    (d)                    Adjustment to add back strategic
                           review costs incurred at Iglo Group
                           under prior ownership which are
                           considered non-recurring.

    (e)                    Elimination of incremental
                           operational costs incurred as a
                           result of a fire in August 2014 in
                           the Iglo Group's Italian production
                           facility which produces Findus
                           branded stock for sale in Italy.
                           This is shown net of insurance
                           income received from insurance
                           claims.

    (f)                    Add back of restructuring costs
                           incurred by the Findus Group in
                           relation to various countries.

    (g)                    Adjustment to eliminate bargain
                           purchase gain recognized by the
                           Findus Group on the April 2015
                           acquisition of La Cocinera in the
                           three months ended June 30, 2015.

    (h)                    Adjustment to eliminate a EUR348.6
                           million non-cash charge related to
                           the Founder Preferred Shares Annual
                           Dividend Amount & Warrant
                           Redemption Amount.

    (i)                    Adjustments to (i) decrease EBITDA
                           by (EUR3.0) million for the
                           differential in trading days
                           between year-on-year periods,
                           (ii) add back EUR26.0 million non-
                           cash charge related to the increase
                           in inventory fair value recorded as
                           part of the Iglo Group's purchase
                           price accounting (PPA) and (iii)
                           eliminate a EUR1.4 million non-
                           cash acquisition accounting
                           adjustment relating to the
                           discontinuation of hedge accounting
                           on acquired derivatives.

    (j)                    Adjustments to reflect accounting
                           policy alignments between Findus
                           Group and Nomad Foods policies;
                           specifically expensing (EUR0.4)
                           million of capitalized new product
                           development costs and internal
                           labor costs and eliminating a
                           EUR1.7 million prior ownership
                           corporate charge.

    (k)                    Pro Forma As Adjusted EBITDA margin
                           14.9% for the three months ended
                           June 30, 2015 is calculated by
                           dividing Pro Forma As Adjusted
                           EBITDA by Combined Pro Forma As
                           Adjusted revenue.







    Nomad Foods Limited

    As Adjusted Financial Information

    (In EUR millions, except per share data)


    The following table reconciles As Adjusted financial information for the six months ended June 30, 2016 to the reported results of Nomad Foods for such period.


    As Adjusted Statement of Profit or Loss (unaudited)
    Six Months Ended June 30, 2016



                                                                                                                As reported       As Adjusted for the six months
                                                                                                                 for the six                                               ended June 30, 2016
                                                                                                                 months ended
                                                                                                                   June 30,
                                                                                                                     2016



    EUR in millions, except per share data                                                                                                 Adjustments
                                                                                                                                                                                                       ---


    Revenue                                                                                                           1,003.0                                       -                         1,003.0

    Cost of sales                                                                                                     (695.9)                                      -                         (695.9)

    Gross profit                                                                                                        307.1                                       -                           307.1

    Other operating expenses                                                                                          (154.8)                                    0.6   (a)                    (154.2)

    Exceptional items                                                                                                  (78.2)                                   78.2   (b)                          -

    Operating profit                                                                                                     74.1                                    78.8                            152.9

    Finance income                                                                                                       19.2                                  (14.5)                             4.7

    Finance costs                                                                                                      (42.8)                                      -                          (42.8)

    Net financing costs                                                                                                (23.6)                                 (14.5)  (c)                     (38.1)
                                                                                                                        -----                                   -----                            -----

    Profit before tax                                                                                                    50.5                                    64.3                            114.8

    Taxation                                                                                                           (15.6)                                 (10.8)  (d)                     (26.4)

    Profit for the period                                                                                                34.9                                    53.5                             88.4
                                                                                                                         ====                                    ====                             ====


    Weighted average shares outstanding - basic(e)                                                                183,348,069                                                             183,348,069

    Basic earnings per share                                                                                             0.19                                                                    0.48


    Weighted average shares outstanding - diluted(f)                                                              183,380,256                                                             183,380,256

    Diluted earnings per share                                                                                           0.19                                                                    0.48


    (a)                    Adjustment to add back share
                           based payment charge.

    (b)                    Adjustment to add back
                           exceptional items which
                           management believes do not have
                           a continuing impact.  See table
                           'EBITDA and As Adjusted EBITDA
                           (unaudited) six months ended
                           June 30, 2016' for a detailed
                           list of exceptional items.

    (c)                    Adjustment to eliminate
                           (EUR14.5) million of non-cash
                           foreign exchange translation
                           gains.

    (d)                    Adjustment to reflect the tax
                           impact of the above at the
                           applicable tax rate for each
                           exceptional item, determined by
                           the nature of the item and the
                           jurisdiction in which it
                           arises.

    (e)                    Basic weighted average shares
                           outstanding includes shares
                           issued as a dividend against
                           Founder Preferred Shares in
                           January 2016 and 2015 Non-
                           Executive Restricted Stock
                           Award shares from date of
                           vesting.

    (f)                    Diluted weighted average shares
                           outstanding has been adjusted
                           by the dilutive impact of the
                           2015 and 2016 Non-Executive
                           Restricted Stock Awards.



    Nomad Foods Limited

    As Adjusted Financial Information

    (In EUR millions)


    The following table reconciles EBITDA and As Adjusted EBITDA for the six months ended June 30, 2016 to the reported results of Nomad
     Foods for such period:


    EBITDA and As Adjusted EBITDA (unaudited)

    Six Months Ended June 30, 2016


                                                                                                                        As reported for the
                                                                                                                         six months ended
                                                                                                                           June 30, 2016



                EUR in millions

                Profit before tax                                                                                                           50.5

                Net financing costs                                                                                                         23.6

                Depreciation                                                                                                                21.5

                Amortization                                                                                                                 3.3
                                                                                                                                           ---

                EBITDA                                                                                                                      98.9


                Exceptional items:

                Transactions related costs                                                                                                   1.7  (a)

                Costs related to management incentive plans                                                                                  1.9  (b)

                Investigation of strategic opportunities                                                                                     5.4  (c)

                Cisterna fire costs                                                                                                          0.3  (d)

                Supply chain reconfiguration                                                                                                39.7  (e)

                Other restructuring costs                                                                                                  (0.9) (f)

                Integration costs                                                                                                           12.5  (g)

                Remeasurement of indemnification assets                                                                                     17.6  (h)


                Other Adjustments:

                Share based payment charge                                                                                                   0.6  (i)


                As Adjusted EBITDA(j)                                                                                                      177.7


                Working capital movement                                                                                                    13.2

                Increase in employee benefits and other provisions                                                                         (2.0)

                Capital expenditure                                                                                                       (12.3)
                                                                                                                                        ------

                As Adjusted operating cash flow before tax                                                                                 176.6
                                                                                                                                         =====




    (a) Elimination of costs incurred in relation to completed acquisitions.

    (b) Adjustment to eliminate long term management incentive scheme costs from prior ownership.

    (c) Elimination of costs incurred in relation to investigation of strategic opportunities for the combined group following acquisition by the Company and other items considered non-recurring.

    (d) Adjustment to add back incremental costs incurred as a result of an August 2014 fire in the Iglo Group's Italian production facility.

    (e) Elimination of supply chain reconfiguration costs, namely the closure of the Bjuv factory.

    (f)  Elimination of other restructuring costs associated with operating locations.

    (g) Elimination of costs recognized by Nomad Foods relating to the integration of the Findus Group.

    (h) Adjustment to reflect the remeasurement of the indemnification assets recognized on the acquisition of the Findus Group, which is capped at the value of shares held in escrow at the share price as at June 30, 2016.

    (i)  Elimination of share payment charge relating to the Nomad Foods 2015 Long Term Incentive Plan

    (j)  As Adjusted EBITDA margin 17.7% for the six months ended June 30, 2016 is calculated by dividing As Adjusted EBITDA by As Adjusted revenue.



    Nomad Foods Limited

    Pro Forma As Adjusted Financial Information

    (In EUR millions, except per share data)


    The following table reconciles Pro Forma As Adjusted financial information for the six months ended June 30, 2015 to the reported results of Nomad Foods for such period:


    Pro Forma As Adjusted Statement of Profit or Loss (unaudited)

    Six Months Ended June 30, 2015


                                                                                                                                                                                                As reported for                     Add Iglo                                  Adjustments             Combined Pro
                                                                                                                                                                                                the six months                       Group                                                              Forma As
                                                                                                                                                                                                ended June 30,                     unaudited        Add Findus                                      Adjusted for the
                                                                                                                                                                                                                            2015 results for the       Group                                            six months
                                                                                                                                                                                                                                  five months       unaudited                                        ended June 30,
                                                                                                                                                                                                                                 ended May 31,   results for the                                                2015
                                                                                                                                                                              EUR in millions, except per share data                                        2015  six months     Combined
                                                                                                                                                                                                                                                 ended June 30,
                                                                                                                                                                                                                                                            2015

                                                                                                                                                                              Revenue                                                     102.8             640.3       310.3        1,053.4      5.4    (a)                 1,058.8

                                                                                                                                                                              Cost of sales                                              (95.9)          (417.9)    (240.5)       (754.3)    22.6    (b)                 (731.7)

                                                                                                                                                                              Gross profit                                                  6.9             222.4        69.8          299.1     28.0                          327.1

                                                                                                                                                                              Other operating expenses                                   (19.4)          (109.5)     (47.2)       (176.1)     3.1    (c)                 (173.0)

                                                                                                                                                                               Founder Preferred Shares Annual Dividend Amount &
                                                                                                                                                                               Warrant Redemption Amount                                (492.2)                -          -       (492.2)   492.2    (d)                       -

                                                                                                                                                                              Exceptional items                                          (21.5)           (84.3)        1.2        (104.6)   104.6    (e)                       -

                                                                                                                                                                              Operating (loss)/profit                                   (526.2)             28.6        23.8        (473.8)   627.9                          154.1

                                                                                                                                                                              Finance income                                                0.9               2.0         3.3            6.2    (3.0)                            3.2

                                                                                                                                                                              Finance costs                                              (15.0)          (117.7)     (13.8)       (146.5)   105.7                         (40.8)

                                                                                                                                                                              Net financing costs                                        (14.1)          (115.7)     (10.5)       (140.3)   102.7    (f)                  (37.6)
                                                                                                                                                                              -----------------                                           -----            ------       -----         ------            ---

                                                                                                                                                                              (Loss)/profit before tax                                  (540.3)           (87.1)       13.3        (614.1)   730.6                          116.5

                                                                                                                                                                              Taxation                                                    (0.7)           (40.9)      (3.8)        (45.4)    18.7    (g)                  (26.7)

                                                                                                                                                                              (Loss)/profit for the period                              (541.0)          (128.0)        9.5        (659.5)   749.3                           89.8
                                                                                                                                                                              -----------------                                          ------            ------         ---         ------


                                                                                                                                                                               Weighted average shares outstanding - basic and
                                                                                                                                                                               diluted(h)                                            69,980,337                                                                      179,315,200

                                                                                                                                                                                                                          (7.73)                                                                                0.50

                                                                                                                                                                              Basic and diluted (loss)/earnings per share


    (a)                  Adjustments to (i) increase revenue
                         by EUR6.6 million for the
                         differential in trading days
                         between year-on-year periods,
                         (ii) eliminate (EUR0.4) million of
                         intercompany trade between the
                         Findus Group and Iglo Group for the
                         six months ended June 30, 2015 and
                         (iii) reflect accounting policy
                         alignment between Findus Group and
                         Nomad Food policies to reclassify
                         (EUR0.8) million of advertising and
                         promotion expenses from other
                         operating expenses for the Findus
                         Group six month period.

    (b)                  Adjustments to (i) increase cost of
                         sales by (EUR4.2) million for the
                         differential in trading days
                         between year-on-year periods,
                         (ii) increase depreciation expense
                         by (EUR1.0) million net to reflect
                         purchase price accounting (PPA)
                         adjustments to the fair value of
                         property, plant and equipment,
                         (iii) eliminate EUR0.4 million of
                         intercompany trade between the
                         Findus Group and Iglo Group for the
                         six months ended June 30, 2015,
                         (iv) add back EUR26.0 million non-
                         cash charge related to the increase
                         in inventory fair value recorded as
                         part of the Iglo Group's purchase
                         price accounting (PPA) and (v)
                         reverse a EUR1.4 million non-cash
                         Iglo acquisition accounting
                         adjustment relating to the
                         discontinuation of hedge accounting
                         on acquired derivatives.

    (c)                  Adjustments to (i) reflect (EUR1.1)
                         million incremental amortization on
                         the increase in the fair value
                         uplift of brands and customer lists
                         recorded as part of the Findus
                         acquisition PPA (there was no
                         increase in the value of definite
                         life intangible assets as part of
                         the Iglo Group PPA); (ii) reflect a
                         reduction of EUR0.5 million of
                         amortization based on the fair
                         valuation of intangible assets
                         acquired with the Iglo Group; (iii)
                         eliminate a EUR3.1 million Findus
                         prior ownership corporate charge;
                         and, (iv) reflect accounting policy
                         alignment between Findus Group and
                         Nomad Foods policies to reclassify
                         EUR0.7 million of advertising and
                         promotion expenses to revenue and
                         increase expense by (EUR0.1)
                         million, net, relating to the
                         capitalization of new product
                         development costs and related
                         amortization.

    (d)                  Adjustment to add back a Nomad Foods
                         EUR492.2 million non-cash charge
                         relating to the Founder Preferred
                         Shares Annual Dividend Amount &
                         Warrant Redemption Amount.

    (e)                  Adjustment to add back exceptional
                         items, which management believes do
                         not have a continuing impact.  See
                         table 'Pro Forma EBITDA and Pro
                         Forma As Adjusted EBITDA
                         (unaudited) six months ended June
                         30, 2015' for a detailed list of
                         exceptional items.

    (f)                  Adjustment of EUR67.8 million to
                         restate net financing costs to
                         reflect the new debt structure put
                         in place with the Iglo Acquisition
                         and the financing of the Findus
                         Acquisition and to eliminate
                         EUR34.9 million of non-cash
                         foreign exchange translation
                         charges.

    (g)                  Adjustment to reflect the tax impact
                         of the above at the applicable tax
                         rate for each exceptional item,
                         determined by the nature of the
                         item and the jurisdiction in which
                         it arises.

    (h)                  Pro Forma As Adjusted weighted
                         average shares assumes all shares
                         issued in connection with the
                         acquisitions or for which the
                         proceeds were used to complete
                         acquisitions were issued as of
                         January 1, 2015.  All other
                         adjustments for weighting are based
                         on actual issuance date.





    Nomad Foods Limited
    Pro Forma As Adjusted Financial Information
    (In EUR millions)



    The following table reconciles Pro Forma EBITDA and Pro Forma As Adjusted EBITDA for the six months ended June 30, 2015 to the reported results of Nomad Foods for such period:



    Pro Forma EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
    Six Months Ended June 30, 2015



    EUR in millions                                                                                                          As reported                                 Add Iglo               Add Findus                          Combined
                                                                                                                             for the six                                   Group                  Group                             Pro Forma
                                                                                                                            months ended                               unaudited as             unaudited                          As Adjusted
                                                                                                                            June 30, 2015                              reported for          results for the                       for the six
                                                                                                                                                                       the five               six months                        months ended
                                                                                                                                                                     months ended             ended June                        June 30, 2015
                                                                                                                                                                     May 31, 2015                            30, 2015

    (Loss)/profit before tax                                                                                                                   (540.3)                               (87.1)                        13.3                         (614.1)

    Net financing costs                                                                                                                           14.1                                 115.7                         10.5                           140.3

    Depreciation                                                                                                                                   2.5                                  11.3                          7.3                            21.1

    Amortization                                                                                                                                   0.2                                   1.2                          1.0                             2.4
                                                                                                                                                   ---                                   ---                          ---                             ---

    EBITDA                                                                                                                                     (523.5)                                 41.1                         32.1                         (450.3)


    Exceptional items:

    Transactions related costs                                                                                                                    21.5                                   3.8                            -   (a)                     25.3

    Purchase price adjustments to intangible assets                                                                                                  -                                 55.0                            -   (b)                     55.0

    Costs related to management incentive plans                                                                                                      -                                 22.9                            -   (c)                     22.9

    Investigation of strategic opportunities                                                                                                         -                                  1.3                            -   (d)                      1.3

    Cisterna fire net costs                                                                                                                          -                                  1.3                            -   (e)                      1.3

    Restructuring costs                                                                                                                              -                                    -                         7.7    (f)                      7.7

    Gain on purchase of La Cocinera                                                                                                                  -                                    -                       (9.8)   (g)                    (9.8)


    Other costs                                                                                                                                      -                                    -                         0.9    (h)                      0.9


    Other Adjustments:

    Founder Preferred Shares Annual Dividend Amount & Warrant Redemption(i)                                                                                                                                                                    492.2

    Iglo(j)                                                                                                                                                                                                                                     29.8

    Findus(k)                                                                                                                                                                                                                                    2.2


    Pro Forma As Adjusted EBITDA(l)                                                                                                                                                                                                            178.5
                                                                                                                                                                                                                                               -----


    (a)                    Elimination of costs incurred in
                           relation to completed and potential
                           acquisitions.

    (b)                    Elimination of charges at the Iglo
                           Group level related to the purchase
                           price exercise on the acquisition
                           of the Iglo Group. At the Nomad
                           Foods level, this adjustment is
                           recognized within goodwill, but at
                           the Iglo Group level it is reported
                           within profit or loss.

    (c)                    Adjustment to eliminate long term
                           management incentive scheme costs
                           from prior ownership.

    (d)                    Adjustment to add back strategic
                           review costs incurred at Iglo Group
                           under prior ownership considered
                           non-recurring.

    (e)                    Elimination of incremental
                           operational costs incurred as a
                           result of a fire in August 2014 in
                           the Iglo Group's Italian production
                           facility which produces Findus
                           branded stock for sale in Italy.
                           This is shown net of insurance
                           income received from insurance
                           claims.

    (f)                    Add back of restructuring costs
                           incurred by the Findus Group in
                           relation to various countries.

    (g)                    Adjustment to eliminate bargain
                           purchase gain recognized by the
                           Findus Group on the April 2015
                           acquisition of La Cocinera in the
                           three months ended June 30, 2015.

    (h)                    Elimination of other costs
                           recognized by the Findus Group,
                           mainly relating to an emissions
                           permit penalty.

    (i)                    Adjustment to eliminate a EUR492.2
                           million non-cash charge related to
                           the Founder Preferred Shares Annual
                           Dividend Amount & Warrant
                           Redemption Amount.

    (j)                    Adjustments to (i) increase EBITDA
                           by EUR2.4 million for the
                           differential in trading days
                           between year on year periods, (ii)
                           add back EUR26.0 million non-cash
                           charge related to the increase in
                           inventory fair value recorded as
                           part of the Iglo Group's purchase
                           price accounting (PPA) and (iii)
                           eliminate a EUR1.4 million non-
                           cash acquisition accounting
                           adjustment relating to the
                           discontinuation of hedge accounting
                           on acquired derivatives.

    (k)                    Adjustments to reflect accounting
                           policy alignments between Findus
                           Group and Nomad Foods policies;
                           specifically (i) expensing (EUR0.9)
                           million of capitalized new product
                           development costs and internal
                           labor costs and (ii) eliminating a
                           EUR3.1 million prior ownership
                           corporate charge.

    (l)                    Pro Forma As Adjusted EBITDA margin
                           16.9% for the six months ended June
                           30, 2015 is calculated by dividing
                           Pro Forma As Adjusted EBITDA by
                           Combined Pro Forma As Adjusted
                           revenue.

Forward-Looking Statements

Forward-Looking Statements and Disclaimers

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding (i) the Company's ability to expand its presence in the frozen foods market; (ii) the success of the Company's strategic initiatives; (iii) completion of successful acquisitions in the same and adjacent categories; (iv) the future operating and financial performance of the Company; (v) synergies from combining the Findus and Iglo businesses and (vi) the success of the unified Findus brand. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including (i) economic conditions, competition and other risks that may affect the Company's future performance; (ii) the risk that securities markets will react negatively to actions by the Company; (iii) the ability to recognize the anticipated benefits to the Company of strategic opportunities; (iv) the successful completion of strategic acquisitions; (v) changes in applicable laws or regulations; and (vi) the other risks and uncertainties disclosed in the Company's public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This release and referenced conference call is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

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SOURCE Nomad Foods Limited