| (1) | Aggregate number of securities to which
transaction applies: As of December 11, 2025, the maximum number of shares of TreeHouse
Foods, Inc.’s common stock, par value $0.01 per share (the “TreeHouse Foods
Common Stock”), to which this transaction applies is estimated to be 51,739,081,
which consists of (1) 50,477,108 shares of TreeHouse Foods Common Stock
entitled to receive the estimated per share merger consideration of up to $23.86,
which consists of (i) $22.50 in cash and (ii) an implied value for each
contingent value right of $1.36, computed by subtracting the $22.50 per share
cash consideration from $23.86, the average of the high and low prices per
share of TreeHouse Foods Common Stock on the New York Stock Exchange as of
December 11, 2025, a date within five business days prior to filing; (2) 908,642
shares of TreeHouse Foods Common Stock underlying outstanding time-based
restricted stock units, which may be entitled to receive the estimated per
share merger consideration of $23.86; and (3) 353,331 shares of TreeHouse Foods
Common Stock underlying outstanding performance share units, which may be
entitled to receive the estimated per share merger consideration of $23.86 (assuming
that 130% of target level of performance has been achieved). The underlying
value of the transaction, as computed pursuant to Exchange Act Rule 0-11 and
estimated solely for purposes of calculating the filing fee, as of December 11,
2025, was calculated based on the sum of (1) the product of 50,477,108 shares
of TreeHouse Foods Common Stock and the estimated per share merger
consideration of $23.86; (2) the product of 908,642 shares of TreeHouse Foods
Common Stock underlying outstanding time-based restricted stock units and the
estimated per share merger consideration of $23.86; and (3) the product of 353,331
shares of TreeHouse Foods Common Stock underlying outstanding performance share
units (assuming that 130% of target level of performance has been achieved) and
the estimated per share merger consideration of $23.86. In accordance with
Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing
fee was determined by multiplying the sum calculated in the preceding sentence
by 0.00013810. |