Item 2.02 Results of Operations and Financial Condition

On July 24, 2012, Annie's, Inc. (the "Company") issued a press release announcing financial results for the first quarter ended June 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information furnished on this Form 8-K, including the exhibit attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Non-GAAP Financial Measures

Adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted shares are not financial measures prepared in accordance with U.S. generally accepted accounting principles, or GAAP. As used in the press release furnished as Exhibit 99.1: adjusted net income represents net income plus certain non-recurring charge (benefit) as set forth therein; EBITDA represents net income plus interest expense, provision for income taxes, and depreciation and amortization; adjusted EBITDA represents EBITDA plus management fees, stock-based compensation and change in fair value of convertible preferred stock warrant liability; and adjusted diluted shares represent weighted average shares of common stock outstanding used in computing diluted earnings per share plus conversion of weighted average convertible preferred stock on an "as-if" converted basis.

The Company presents adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted shares because the Company believes these measures provide additional metrics to evaluate the Company's operations and, when considered with both the Company's GAAP results and the reconciliation to net income, provide a more complete understanding of the Company's business than could be obtained absent this disclosure. The Company uses adjusted net income, EBITDA and adjusted EBITDA, together with financial measures prepared in accordance with GAAP to assess the Company's operating performance, to provide meaningful comparisons of operating performance across periods, to enhance the Company's understanding of its core operating performance and to compare its performance to that of its peers and competitors. The Company also believes that these non-GAAP financial measures are useful to investors in assessing the operating performance of the Company's business without the effect of the non-cash and non-recurring items described in Exhibit 99.1. In addition, the Company uses adjusted diluted shares because immediately prior to the closing of the Company's IPO, all of the shares of convertible preferred stock automatically converted into shares of common stock. Adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted shares should not be considered in isolation or as alternatives to GAAP measures and do not purport to be alternatives to either net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is being furnished with this Current Report on Form 8-K: Exhibit Number Description 99.1 Press release issued by Annie's, Inc. entitled "Annie's Reports First Quarter Fiscal 2013 Financial Results," dated July 24, 2012.

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