On November 4, 2016, in a transaction referred to as the Business
Combination, Hostess Brands, Inc. (the Company, we, us, or us)
acquired a controlling interest in Hostess Holdings, L.P.
(Hostess Holdings). As a result of the Business Combination, for
accounting purposes, Hostess Brands, Inc. is the acquirer and
Hostess Holdings is the acquired party and accounting
predecessor. Our financial statement presentation for calendar
year 2016 includes the financial statements of Hostess Holdings
and its subsidiaries as Predecessor for periods prior to the
completion of the Business Combination and of Hostess Brands,
Inc., including the consolidation of Hostess Holdings and its
subsidiaries, for periods subsequent to the Business Combination.
In addition, we have also included:

In each case, the pro forma financial information gives effect to
the Business Combination as if such transaction had been
consummated on January 1, 2016.

Attached as Exhibit 99.1 to this Current Report on Form 8-K are
unaudited pro forma statements of operations, related explanatory
notes, results of operations by segment and reconciliations to
adjusted EBITDA, for the three and six months ended June 30,
2016, and three and nine months ended September 30, 2016.

We believe this 2016 pro forma information provides useful
supplemental information regarding the financial performance of
the Hostess business during 2016.

This information in this Item 2.02 and Exhibit 99.1 shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in
such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Pro Forma Consolidated Statements of Operations for the
three and six months ended June 30, 2016 and the three and nine
months ended September 30, 2016