Pinnacle Foods – Covenant Compliance EBITDA Reconciliation Non-cash (gains) / losses resulting from mark-to-market adjustments of obligations under derivative contracts Additional COPS to write-up to fair market value of inventories acquired through acquisitions Non-cash employee incentives and retention charges from termination of Hillshire merger agreement and equity-based compensation charges from liquidity event with associated with the reduction in December 2014 of Blackstone’s ownership to 16.5% Foreign exchange losses resulting from intra-entity loans anticipated to be settled in the foreseeable future Expenses related to secondary offerings of common stock and receipt of Hillshire merger termination fee Integration costs of Gardein, Wish-Bone, and Gilster and gain from sales of Millsboro and Tacoma Facilities Severance costs paid or accrued to terminated employees Management/advisory fees paid to an affiliate of Blackstone, including fees relating to the termination of the advisory agreement in connection with the IPO Premium and fees paid for redemptions of notes and costs for the recall of Aunt Jemima product of $2.1 million Impairment on the Bernstein’s tradename Pro Forma Net Cost Savings projected to be realized from the Gardein and Wish-Bone acquisitions 44 ($ in millions) 9 Months Ending LTM Pinnacle Foods 2012 2013 2014 9/27/2015 9/28/2014 9/27/2015 GAAP Net Income $52.5 $89.3 $248.4 $133.3 $212.3 $169.4 Interest Expense, Net 198.4 132.2 96.1 66.0 73.7 88.4 Income Tax 32.7 71.5 167.8 76.8 132.7 111.9 Depreciation & Amortization 98.1 78.2 80.6 67.4 60.0 88.0 GAAP EBITDA $381.7 $371.3 $592.9 $343.5 $478.6 $457.7 Unrealized (Gains) Losses Resulting from Hedging Activities (1.3) (0.7) 12.5 (0.2) 3.6 8.7 Adjustments Related to Application of Purchase Accounting -- 6.3 0.6 -- -- 0.6 Non-Cash Compensation Charges -- -- 27.2 1.6 1.7 27.1 Unrealized Foreign Exchange Losses -- -- 0.7 3.7 -- 4.4 Other Adjustment Items 0.5 -- -- -- -- -- Acquisition or Other Non-Recurring Merger Costs 2.4 9.5 (144.5) 1.1 (150.2) 6.8 Restructuring, Integration, and Business Optimization Expenses 19.9 8.0 11.0 6.9 6.1 11.8 Employee Severance 1.0 4.7 3.5 0.2 1.0 2.7 Management, Monitoring, Consulting and Advisory Fees 4.7 19.2 -- -- -- -- Other 16.3 34.2 0.2 -- 0.2 -- Adjusted EBITDA $425.2 $452.4 $504.0 $356.8 $340.9 $519.9 Wish-Bone and Garden Protein acquisition adjustments -- 54.7 25.3 6.5 10.1 21.7 Non-Cash Equity-Based Compensation 0.9 7.9 8.8 9.9 6.7 12.0 Covenant Compliance EBITDA per Credit Agreement Definition $426.1 $515.0 $538.1 $373.2 $357.8 $553.5 | 
