pgem q3 2016 earnings slides final

November 7, 2016

Ply Gem Holdings

Third Quarter and 2016 Nine Month Results

Gary E. Robinette Shawn K. PoeChairman & Chief Executive Officer Chief Financial Officer

LegalDisclaimer

1

These slides and the accompanying oral discussion may contain “forward-looking statements” within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actualresults of Ply Gem Holdings, Inc. (the “Company”) to differ materially from the results expressed or implied, including: downturns in the homerepair and remodeling or the new construction end markets, or the economy or the availability of consumer credit; competition from otherbuilding products manufacturers and alternative building materials; inability to successfully develop new products or improve existing products;changes in the costs and availability of raw materials; consolidation and further growth of our customers; loss of, or a reduction in orders from,any of our significant customers; inclement weather conditions; increases in union organizing activity and work stoppages at our facilities or thefacilities of our suppliers; our ability to employ, train and retain qualified personnel at a competitive cost; claims arising from the operations ofour various businesses prior to our acquisitions; product liability claims, including class action claims, relating to the products we manufacture;litigation outside of product liability claims; loss of certain key personnel; interruptions in deliveries of raw materials or finished goods;environmental costs and liabilities; inability to realize anticipated synergies and cost savings with respect to acquisitions; manufacturing orassembly realignments; threats to, or impairments of, our intellectual property rights; increases in transportation and fuel costs; changes inforeign currency exchange and interest rates; material non-cash impairment charges; our significant amount of indebtedness; covenants in theABL Facility, the credit agreement governing our Senior Secured Term Loan Facility and the indenture governing the 6.50% Senior Notes;limitations on our net operating losses and payments under the tax receivable agreement to our stockholders; failure to successfullyconsummate and integrate acquisitions; actual or perceived security vulnerabilities or cyberattacks on our networks; failure to effectivelymanage labor inefficiencies associated with increased production and new employees added to the Company; failure to generate sufficient cashto service all of our indebtedness and make capital expenditures; control by the CI Partnerships; and the risks set forth in the Company’s filingswith the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company’s currentplans, estimates and beliefs. Except as required by law, the Company does not undertake and specifically declines any obligation to publiclyrelease the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances afterthe date of such statements or to reflect the occurrence of anticipated or unanticipated events.

In addition, these slides and the accompanying oral discussion reference financial information determined by methods other than in accordancewith accounting principles generally accepted in the United States of America (“GAAP”), such as adjusted EBITDA. The Company’s managementuses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAPmeasures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s corebusiness. These non-GAAP measures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor arethey necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the appendix to the slides and is included in ourpress release issued on November 7, 2016 and posted on www.plygem.com.

http://www.plygem.com/

2

41%

55% 45%

2

Third Quarter & 2016 Nine Month ResultsToday’s Presenters

90%

10%

Agenda

• Third Quarter Results Gary Robinette

• Financial Results by Segment Shawn Poe

• Acquisition Synergies and Cost Savings Shawn Poe

• Margin and Growth Initiatives Gary Robinette

• Economic Outlook Gary Robinette

• Questions and Answers Gary Robinette & Shawn Poe

• Closing Remarks Gary Robinette

3

41%

55% 45%

3

One of the Largest Manufacturers of Exterior Building and Home Improvement Products

90%

10%

CompanyOverview

Repair and Remodel

Leverage to New Housing Starts

New Products and Innovation Drive

Share GainsM&A Opportunities

Platform Built for Growth and Operating Leverage

• Leading Manufacturer of Exterior Building Products

• Comprehensive Product Portfolio with Strong Brand Recognition

• Multi-Channel Distribution Network Servicing a Broad Customer Base

• Balanced End Market Exposure Driven by Diversified Product Mix

• Highly Efficient, Low Cost Operating Platform

• Proven Track Record of Acquisition Integration & Cost Savings Realization

• Strong Management Team with Significant Ownership

US90%

Canada10%

(*)

Siding46%Windows

54%

(*)

(*) LTM October 1, 2016

4

Ply GemResults

Key Highlights

Third Quarter 2016 Highlights

• Sales were slightly unfavorable by $0.5M. Our U.S. businesses experienced an organic growth rate of 0.8% which was driven by increased demand for our products within our Siding, Fencing and Stone segment and our new construction windows and doors. Favorable price and product mix provided a sales increase of $1.8M within each of our segments. These sales drivers were partially offset by weaker market conditions in Canada, primarily in Western Canada, which negatively impacted sales and by unfavorable foreign currency exchange rates which negatively impacted sales by $0.4M.

• Gross margin expansion of 40 basis points primarily driven by continued improvement in our Siding, Fencing & Stone segment driven by favorable commodity costs partially offset by a slight decrease in our U.S. new construction business. Our U.S. windows business experienced high labor and freight costs, partially offset by higher average selling prices and realized synergies from acquisitions.

• Tenth consecutive year-over-year quarterly adjusted EBITDA improvement. Incremental year-over-year quarterly adjusted EBITDA growth of 7.7%. Q3 2016 adjusted EBITDA of $82.5M is a record quarterly adjusted EBITDA for Ply Gem.

• During Q3 2016, we released $50.1M of federal and certain states tax valuation allowances, which is reflected in our tax benefit for the quarter, and increased the Tax Receivable Agreement (“TRA”) by $42.2M.

• Q3 2016 LTM adjusted EBITDA of $227.4M.

New Construction

53%

Home Repair & Remodel

47%

End Market Exposure

($ in Millions) Q3 2016 Q3 2015

Net SalesY-O-Y Change

$530.4(0.1%)

$530.9

Gross ProfitGross Profit %

$136.825.8%

$134.825.4%

Operating EarningsY-O-Y Change

$68.09.7%

$62.0

Adj. EBITDAAs % of Net Sales

$82.515.6%

$76.614.4%

Note: Certain amounts in this presentation have been subject to rounding adjustments. Accordingly, amounts shown as total may not be the arithmetic aggregation of the individual amounts that comprise or precede them.

5

Ply GemResults Third Quarter 2016 Highlights

$82.5 2.1

1.7 0.7 0.4

$76.6

7.8 1.8

1.2

$60.0

$70.0

$80.0

$90.0

Q3 2015 AdjEBITDA

Material Costs Price/Mix U.S. Volume F/X CAD Volume Freight SG&A / Other Q3 2016 AdjEBITDA

Ad

j. E

BIT

DA

Third Quarter Adjusted EBITDA Performance Bridge ($ in Millions)

Third Quarter Net Sales Performance Bridge ($ in Millions)

$530.4 5.1 0.4

$530.9 3.2

1.8

$500.0

$510.0

$520.0

$530.0

$540.0

$550.0

Q3 2015 Net Sales U.S. Volume Price/Mix CAD Volume F/X Q3 2016 Net Sales

Net

Sal

es

6

Ply GemResults

Key Highlights

2016 Nine Month Highlights

• Sales increase of $40.3M was primarily due to organic growth in our U.S. businesses. U.S. organic growth of $65.4M was driven by an increase in lag effected U.S. single-family housing starts for the nine month period including $11.7M in incremental sales from our Canyon Stone acquisition. These sales drivers were partially offset by lower sales in Canada of $25.1M due to the declining macro-economic conditions in Western Canada and the related foreign currency exchange rates of $7.5M, unfavorable price and product mix of $0.9M primarily related to our metal accessory products within our Siding, Fencing and Stone segment and a $5.5M negative impact on sales due to 1 fewer shipping days in the nine month period compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin expansion of 210 basis points primarily driven by increased average selling prices in our Windows and Doors segment, favorable material costs and realized synergies from acquisitions, partially offset by lower average selling prices in our Siding, Fencing and Stone segment, decreased operating leverage in Western Canada and an unfavorable foreign currency impact.

• Adjusted EBITDA increase of $42.8M resulting from the execution of margin improvement initiatives, higher sales of 2.9%, improved operating performance initiatives and maintaining our cost discipline.

New Construction

54%

Home Repair & Remodel

46%

End Market Exposure (*)

($ in Millions) 9M 2016 9M 2015

Net SalesY-O-Y Change

$1,449.62.9%

$1,409.3

Gross ProfitGross Profit %

$358.824.8%

$319.822.7%

Operating EarningsY-O-Y Change

$139.849.3%

$93.6

Adj. EBITDAAs % of Net Sales

$184.112.7%

$141.410.0%

(*) For the nine months ended October 1, 2016

7

Ply GemResults 2016 Nine Month Highlights

$184.1 6.2 5.1

3.9 1.1 0.9

$141.4

42.3

16.6 1.0

$100.0

$120.0

$140.0

$160.0

$180.0

$200.0

$220.0

9M 2015 AdjEBITDA

MaterialCosts

U.S.Volume

Acquisitions CADVolume

F/X IncentiveComp/Other

Impact ofShipping Days

Price/Mix 9M 2016 AdjEBITDA

Ad

j. E

BIT

DA

2016 Nine Month Adjusted EBITDA Performance Bridge ($ in Millions)

2016 Nine Month Net Sales Performance Bridge ($ in Millions)

$1,449.6 20.5 7.5 5.5 0.9

$1,409.3

63.0 11.7

$1,200.0

$1,300.0

$1,400.0

$1,500.0

9M 2015Net Sales

U.S. Volume Acquisitions CAD Volume F/X Impact ofShipping Days

Price/Mix 9M 2016Net Sales

Net

Sal

es

8

8.9

7.8

6.7

8.4

5.2

4.2

-

2.0

4.0

6.0

8.0

10.0

2011 2012 2013 2014 2015 3Q16 LTM

Leve

rage

Rat

io

Leverage Ratio

($ in Millions) 2011 2012 2013 2014 2015 1Q16 LTM 2Q16 LTM 3Q16 LTM

Senior Notes $950.0 $1,000.0 $852.0 $650.0 $650.0 $650.0 $650.0 $650.0

Term Loan Facility - - - 426.8 422.5 391.4 390.3 359.3

ABL 55.0 15.0 - - - 10.0 - -

Total Debt $1,005.0 $1,015.0 $852.0 $1,076.8 $1,072.5 $1,051.4 $1,040.3 $1,009.3

Cash 11.7 27.2 69.8 33.2 109.4 34.3 64.5 62.7

Net Debt $993.3 $987.8 $782.2 $1,043.6 $963.1 $1,017.1 $975.8 $946.6

Adj. EBITDA $112.2 $126.8 $117.5 $124.2 $184.6 $207.1 $221.4 $227.4

Interest Coverage 1.2 1.3 1.4 1.9 3.1 3.4 3.7 3.8

Leverage Ratio 8.9 7.8 6.7 8.4 5.2 4.9 4.4 4.2

Historical Leverage Ratio

Significant De-Leveraging

Full Turn Improvement

Note: On November 4, 2016, the Company made a $100.0M voluntary payment on the Term Loan Facility bringing our 2016 cumulative payments on the Term Loan Facility to $160.0M.

9

Windows & Doors (W&D)Segment

Key HighlightsThird Quarter Results ($ in Millions)

Leader in Vinyl and Aluminum Windows

$245.5 $246.4

$26.0 $29.4

Q3 2016 Q3 2015

Net Sales

U.S. Canada

$275.8$271.5


• Sales were unfavorable by $4.3M or 1.6% primarily due to weaker market conditions in Western Canada which negatively impacted sales by $3.4M and $0.2M of unfavorable foreign currency. Price and product mix within the U.S. businesses grew sales by $7.5M, however these sales were offset by lower sales in Texas due to extraordinary high levels of rainfall and the economic slowdown for the oil and gas industry which impacted demand for our products as well as competitive price action by certain competitors in which we maintained our pricing discipline in the marketplace.

• Gross margin contracted by 20 basis points primarily driven by lower operating leverage, increased labor and freight costs, partially offset by improved pricing and product mix for our U.S. and Canadian businesses, and realized synergies from the Simonton acquisition.

• SG&A expense as a percent of sales decreased from 12.9% to 12.5% or a decrease of $1.5M. The decrease is primarily due to lower incentive compensation and sales and marketing expense, partially offset by increased legal expenses.

Q3 2016 Q3 2015

U.S. 20.3% 20.7%

Canada 24.2% 21.6%

W&D Segment 20.6% 20.8%

Gross Margin %

New construction

69%

Home repair & remodel

31%

(*) For the three months ended October 1, 2016

W&DGross Margin

Less operating leverage due to sales volume decreases driven by weather andpull-back in new construction demand

10

W&D Segment Q3 2016 Gross Margin Bridge and Historical Performance

20.9%15.4% 14.0% 15.4% 13.1% 13.8%

9.7%12.9%

18.1% 19.6%

1,046

622

445 471 431535

618 648715 762

2007 2008 2009 2010 2011 2012 2013 2014 2015 3Q16 LTM

Historical Gross Margin Performance

Annual Gross Profit % U.S. SFHS - in thousands (*)

Note: Includes Simonton from date of acquisition

20.8% 20.6% 1.6% 0.4% 0.3%

2.1%

15.0%

17.0%

19.0%

21.0%

23.0%

25.0%

Q3 2015Gross Margin

Selling Price /Product Mix

Labor &Conversion Costs

Freight Unfavorable FX /Other

Q3 2016Gross Margin

Quarterly Gross Margin Performance • Selling price/product mix reflect favorable product mix and impact of selling price increases implemented in 2016 for the U.S. and Canada.

• Unfavorable labor and freight costs.

• Short-term unfavorable freight costs primarily due to transition from captive delivery trucks to dedicated third party logistics partner.

11

W&DSegment

Key Highlights2016 Nine Month Results ($ in Millions)

Leader in Vinyl and Aluminum Windows

$700.8 $669.8

$69.0 $89.4

9M 2016 9M 2015

Net Sales

U.S. Canada

$759.2$769.8


• Sales increase of $10.7M or 1.4%, primarily due to the organic growth of our U.S. new construction products and favorable price and product mix within the segment. Overall U.S. new construction and repair & remodel product growth, including price and product mix, increased sales by $34.5M. This sales growth was partially offset by weaker market conditions in Western Canada and the related foreign currency exchange rates which combined reduced sales by $20.5M, and the negative impact of $3.3M on sales due to 1 fewer shipping days in the quarter compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin improved by 200 basis points primarily driven by a gross margin improvement in our U.S. businesses due to improved pricing and product mix, realized synergies from the Simonton acquisition, and improved operating leverage at our U.S. businesses based on higher volumes, partially offset by unfavorable foreign currency and decreased operating leverage in Western Canada.

• SG&A expense as a percent of sales decreased from 15.2% to 14.2% or a decrease of $6.6M. The decrease is primarily due to leveraging the fixed component of SG&A expense, lower personnel costs and severance costs associated with the integration of various general and administrative functions within Simonton and lower Western Canadian restructuring and integration costs due to the consolidation of manufacturing locations in 2014/2015.

9M 2016 9M 2015

U.S. 20.1% 18.0%

Canada 19.0% 18.3%

W&D Segment 20.0% 18.0%

Gross Margin %

New construction

70%


30%


W&D Gross Margin

Less operating leverage due to sales volume decreases driven by weather andpull-back in new construction demand

12

W&D Segment 2016 Nine Month Gross Margin Bridge

18.0%

20.0% 1.3% 0.6%

2.9%

1.0%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

22.0%

24.0%

9M 2015Gross Margin


Commodity Costs Labor, Conversion &Freight Costs

Unfavorable FX /Other

9M 2016Gross Margin

2016 Nine Month Gross Margin Performance• Selling price/product mix reflect

favorable product mix and impact of selling price increases implemented in 2016 for the U.S. and Canada.

• Commodity cost favorability due mainly to aluminum costs and synergies realized through the Simonton acquisition, partially offset by rising PVC resin costs.

• Unfavorable labor and freight costs.

13

Siding, Fencing & Stone (SFS) Segment

Key HighlightsThird Quarter Results ($ in Millions)

Market Leader in Vinyl Siding

New construction

36%


64%


• Sales increase of $3.9M or 1.5% primarily driven by organic unit growth of 6.8% in the U.S. business. The sales growth of the segment for the quarter was partially offset by lower average selling prices of $8.9M due to lower raw material costs, weaker market conditions in Canada which impacted demand for vinyl siding products and accessories and unfavorable foreign currency exchange rates which negatively impacted sales by $0.2M.

• Gross margin expanded by 90 basis points, primarily driven by favorable leverage on additional sales volume, and lower commodity costs, partially offset by lower average selling prices, decreased operating leverage in Canada and unfavorable foreign currency.

• SG&A expense decreased $0.4M due to leveraging the fixed component of SG&A expense. SG&A expense as a percent of sales decreased from 9.0% to 8.7%.

Gross Margin %

Q3 2016 Q3 2015

U.S. 31.5% 30.2%

Canada 28.9% 31.5%

SFS Segment 31.2% 30.3%

(*) For the three months ended October 1, 2016

$227.2 $222.4

$31.7 $32.7

Q3 2016 Q3 2015

Net Sales

U.S. Canada

$255.1$258.9

SFS Gross Margin

14

SFS Segment Q3 2016 Gross Margin Bridge and Historical Performance

20.4% 18.4% 25.9% 25.7% 24.8% 27.4% 26.8% 26.1% 28.4% 29.9%

.5208.6200

.5288

.6458.6971 .6975 .7134 .7534

.7250 .7425

2007 2008 2009 2010 2011 2012 2013 2014 2015 3Q16 LTM

Historical Gross Margin Performance

Annual Gross Profit % PVC Resin Price/lbs (*)

30.3%

31.2% 1.9% 0.4%

3.2%

24.0%

28.0%

32.0%

36.0%

Q3 2015Gross Margin

Commodity Costs /Mfg. Leverage


Unfavorable FX / Other Q3 2016Gross Margin

Quarterly Gross Margin Performance• Commodity cost favorability due

mainly from aluminum costs

• Improved manufacturing leverage due to 6.8% increase is units sold.

• Selling price/product mix reflects a higher proportion of metal products sold during the quarter compared to the prior year which carry a lower gross margin.

15

SFS Segment

Key Highlights2016 Nine Month Results ($ in Millions)

Market Leader in Vinyl Siding

New construction

37%


63%


• Sales increase of $29.6M or 4.6% primarily driven by organic unit growth in the U.S. business and the incremental sales from our Canyon Stone acquisition which accounted for $11.7M of sales growth. The sales growth was partially offset by weaker market conditions in Canada which impacted demand for vinyl siding products and accessories and unfavorable foreign currency exchange rates, lower average selling prices due to lower raw material costs and the negative impact of $2.2M on sales due to 1 fewer shipping days in the quarter compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin expanded by 200 basis points, primarily driven by favorable leverage on additional sales volume, lower commodity costs and freight expense, partially offset by lower average selling prices, decreased operating leverage in Canada and unfavorable foreign currency.

• SG&A expense increased $1.1M due to the Canyon Stone acquisition which accounted for $2.6M of the SG&A expense increase partially offset by leveraging the fixed component of SG&A expense. SG&A expense as a percent of sales decreased from 10.3% to 9.8% excluding Canyon Stone.Gross Margin %

9M 2016 9M 2015

U.S. 30.6% 27.7%

Canada 26.9% 30.7%

SFS Segment 30.1% 28.1%


$599.0 $564.7

$80.7 $85.4

9M 2016 9M 2015

Net Sales

U.S. Canada

$650.1$679.7

SFS Gross Margin

16

SFS Segment 2016 Nine Month Gross Margin Bridge

28.1%

30.1% 2.6%

0.4%

5.0%

20.0%

25.0%

30.0%

35.0%

9M 2015Gross Margin

Commodity Costs /Mfg. Leverage


Unfavorable FX / Other 9M 2016Gross Margin

2016 Nine Month Gross Margin Performance • Commodity cost favorability due mainly from aluminum costs partially offset by rising PVC resin costs.

• Improved manufacturing leverage due to increase is units sold during nine month period.

• Selling price/product mix reflects a higher proportion of metal products sold during the nine month period compared to the prior year which carry a lower gross margin.

Acquisition Synergies and Cost Savings

AcquisitionSynergies

• Simonton – $20M of synergies and cost savings from Simonton acquisition identified through raw material sourcing, manufacturing efficiencies, insourcing products and SG&A

• Canyon Stone – $1M of synergies and cost savings from Canyon Stone acquisition identified through manufacturing efficiencies and raw material sourcing

• During 3Q16, acquisition synergies of $3.5M have been realized, bringing the total acquisition synergies related to the Simonton and Canyon Stone acquisitions to $19.3M. We expect the remainder of the synergies to be realized throughout the balance of 2016.

$19.3

$21.0

$9.0

$6.8

$3.5

$-

$5.0

$10.0

$15.0

$20.0

$25.0

2015 Realized Acq.Synergies

1H16 Acq. SynergiesRealized

3Q16 Acq. SynergiesRealized

Total Acq. SynergiesRealized

Expected AcquisitionSynergies

17

($ in Millions)

18

Margin & Growth

Initiatives

The Market Innovator

The Leading Brand

Lean through Technology

Our Future Leaders

New Channels and Markets

Selling Price Increases

Q1 2016 price increases were announced in October 2015 for the W&D Segment. Selling price increases range from 6% to 12%

Q2 2016 price increases were announced in January 2016 for the Canadian siding products due to the continued weakening of the Canadian dollar

Q1 2017 price increases have been announced in October 2016 for the W&D Segment. Selling price increases range from 6% to 8%

December 2016 price increases have been announced in November 2016 for the U.S. siding products due to rising material costs. Selling price increases range from 6% to 8%

Ply Gem Margin Enhancements & Growth Initiatives

Growth Initiatives

Cross Selling Opportunities – Continue to integrate our extensive product categories across our legacy customer base and acquired Simonton customer base

Expand market penetration of Ply Gem’s adjacent products such as PVC trim, engineered roofing and engineered stone

Continued new product innovation through the Ply Gem Insight Center and Foundation Labs

19

Ply GemOutlook

The Market Innovator

The Leading Brand

Lean through Technology

Our Future Leaders

New Channels and Markets 4Q 2016 EBITDA Guidance

Based on the forecasted growth of the U.S. housing market and R&R spend, the impact of our enacted selling price increases and other margin enhancing initiatives, we expect our adjusted EBITDA for 4Q 2016 to be in the range of $41.0M to $46.0M which equates to a full year 2016 adjusted EBITDA of $225M to $230M

Economic Outlook & Guidance

Expect Continued Steady Growth in U.S. Housing Starts

Expect overall moderate growth of 7% to 9% in U.S. housing recovery in 2016

Expect an overall moderate growth rate for big ticket R&R spend of approximately 3% in 2016

Overall Canadian housing starts expected to moderate relative to 2015 with lower starts in oil-producing regions of Western Canada partially offset by higher starts in other regions

Q&A

20

Appendix:

Non-GAAP Adjusted EBITDA Reconciliation

21

(amounts in thousands) For the three months ended

October 1, 2016For the three months ended

October 3, 2015

Net income $54,755 $41,711

Interest expense, net 17,805 18,819

Provision (benefit) for income taxes (49,128) 2,114

Depreciation and amortization 14,123 14,911

EBITDA $37,555 $77,555

Non cash loss on foreign currency transactions 111 1,069

Acquisition costs - 22

Customer inventory buybacks 334 559

Restructuring/integration expense 16 258

Litigation settlement, net - (1,194)

Loss on modification or extinguishment of debt 2,251 -

Tax receivable agreement liability adjustment 42,215 (1,712)

Adjusted EBITDA $82,482 $76,557

22

Third Quarter Adjusted EBITDA ReconciliationAppendix

(amounts in thousands) For the nine months ended

October 1, 2016For the nine months ended

October 3, 2015

Net income $68,824 $23,224

Interest expense, net 55,012 56,585

Benefit for income taxes (48,597) (1,762)

Depreciation and amortization 42,466 44,308

EBITDA $117,705 $122,355

Non cash loss (gain) on foreign currency transactions (728) 2,101

Acquisition costs - 647

Customer inventory buybacks 1,401 691

Restructuring/integration expense 513 3,278

Non cash charge of purchase price allocated to inventories - 54

Litigation settlement, net - (1,194)

Loss on modification or extinguishment of debt 4,650 -

Tax receivable agreement liability adjustment 60,606 13,467

Adjusted EBITDA $184,147 $141,399

23

Nine Months Adjusted EBITDA ReconciliationAppendix

(amounts in thousands) For the three months ended

October 1, 2016For the three months ended

October 3, 2015

SFS Segment W&D Segment Total SFS Segment W&D Segment Total

Non cash loss (gain) on

foreign currency transactions($58) $169 $111 $531 $538 $1,069

Acquisition costs - - - 24 (2) 22

Customer inventory buybacks 334 - 334 156 403 559

Restructuring/integration

expense11 5 16 311 (53) 258

Litigation settlement, net - - - - (1,194) (1,194)

$287 $174 $461 $1,022 ($308) $714

24

Third Quarter EBITDA Adjustments By Segment(*)Appendix

(*) Does not reflect unallocated and corporate EBITDA adjustments

(amounts in thousands) For the nine months ended

October 1, 2016For the nine months ended

October 3, 2015

SFS Segment W&D Segment Total SFS Segment W&D Segment Total

Non cash loss (gain) on

foreign currency transactions($261) ($467) ($728) $792 $1,309 $2,101

Acquisition costs - - - 388 259 647

Customer inventory buybacks 1,414 (13) 1,401 253 438 691

Restructuring/integration

expense190 323 513 486 2,792 3,278

Non cash charge of purchase

price allocated to inventories- - - 54 - 54

Litigation settlement, net - - - - (1,194) (1,194)

$1,343 ($157) $1,186 $1,973 $3,604 $5,577

25

Nine Months EBITDA Adjustments By Segment(*)Appendix

(*) Does not reflect unallocated and corporate EBITDA adjustments

pgem q3 2016 earnings slides final

Investor Relations