Presentation Currency Introduction We, us, our, Company, High Liner Foods Review and Approval by the Board of Directors International Financial Reporting Standards Other Important Documents Comparability of Periods Quarterly and Annual Comparisons in this MD&A Accounting Estimates and Assumptions Adjusted Net Income Non-IFRS Financial Measures HIGH LINER FOODS INCORPORATED 12 Management’s discussion and analysis (“MD&A”) provides management’s  perspective on High Liner Foods, our performance and our strategy for the future. In this MD&A, these terms all refer to High Liner Foods Incorporated, and  its businesses and subsidiaries. The Board of Directors, on recommendation of the Audit Committee,  approved the content of this MD&A on February 19, 2014. This MD&A  includes High Liner Foods’ operating and financial results for fiscal 2013  and fiscal 2012, and should be read in conjunction with our Annual Audited Consolidated Financial Statements for the fifty-two weeks ended December 28, 2013, with comparative figures as at and for the fifty-two  weeks ended December 29, 2012 (“Consolidated Financial Statements”). We adopted International Financial Reporting Standards (“IFRS”) for our fiscal 2011 year, with restatement of fiscal 2010 comparatives. Our  transition date under IFRS was January 3, 2010, which was the beginning of our fiscal 2010 year.  Financial information contained in this MD&A for fiscal 2013, 2012 and  2011 are comparative as they are in accordance with IFRS. Where historical  information prior to 2010 is presented in this MD&A that has not been  restated to IFRS, we have noted it as such.  Additional information relating to High Liner Foods, including our most  recent Annual Information Form, is available on SEDAR’s website at www.sedar.com, and in the Investor Information section of High Liner  Foods’ website at www.highlinerfoods.com. The Company’s fiscal year-end floats, and ends on the Saturday closest to  December 31. Most of our fiscal years have fifty-two weeks, but from time to time, some fiscal years will have fifty-three weeks. 2013, 2012 and 2011  were fifty-two week years.  Unless otherwise indicated, all comparisons of results to the fourth quarter  of 2013 are against results for the fourth quarter of 2012, and all comparisons  of results for fiscal 2013 are against results for fiscal 2012. References to the fiscal years 2013, 2012 and 2011 are to the fifty-two weeks ended  December 28, 2013, December 29, 2012 and December 31, 2011, respectively. The preparation of consolidated financial statements under IFRS requires  management to make critical judgments, estimates and assumptions that  affect the reported amounts of assets and liabilities and disclosures of  contingent liabilities as at the date of the Consolidated Financial Statements  and the reported amounts of revenue and expenses during the reporting  period. We base our judgments, estimates and assumptions on historical  experience and various other factors believed to be reasonable under the  given circumstances. If final amounts differ from estimates, it is expected  to have little or no impact on our financial condition. In our judgment, none  of the estimates discussed under the heading “Use of estimates and critical  judgments” in  note 2  to the Consolidated Financial Statements for the  period ended December 28, 2013 requires High Liner Foods to make  assumptions about matters that are highly uncertain. None of the estimates  is considered a critical accounting estimate, except as noted in Section 7 of  this MD&A. Adjusted Net Income is net income excluding the after-tax impact of:  business acquisition, integration and other expenses; impairment of  property, plant and equipment related to plant closures; additional  depreciation on property to be disposed of as part of an acquisition; an  increased cost of goods sold relating to purchase price allocation to  inventory acquired over its book value; non-cash expense from revaluing  an embedded derivative associated with the long-term debt LIBOR floor  and marking-to-market an interest rate swap related to the embedded  derivative; the write-off or write down of deferred financing charges on the re-pricing of our term loan; withholding tax related to intercompany  dividends; and stock compensation expense. These non-IFRS financial measures are defined below and include:  Adjusted Net Income; Adjusted Diluted Earnings per Share (“EPS”);  Adjusted Earnings before Interest, Taxes, Depreciation and Amortization  (“EBITDA”); Adjusted Earnings before Interest and Taxes (“EBIT”);  Standardized Free Cash Flow; and Adjusted Standardized Free Cash Flow. The Company reports its financial results in accordance with IFRS. We  include certain non-IFRS financial measures and ratios in our Quarterly  and Annual Reports as management believes these non-IFRS financial  measures provide useful information to both management and investors in measuring the financial performance and financial condition of the  Company. These measures do not have a standardized meaning prescribed  by IFRS and, therefore, may not be comparable to similarly titled measures  presented by other publicly traded companies, nor should they be  construed as an alternative to other financial measures determined in accordance with IFRS. In some parts of this document, balance sheet and operating items of the  Canadian parent company are discussed in its CAD functional currency.  We do this to eliminate the effect of fluctuating foreign exchange rates used to translate the Company’s Canadian operations to the USD  presentation currency. Approximately two-thirds of our operations and assets are denominated in USD; most of our debt is denominated in USD; our bank covenants are  measured in USD; and some of the Canadian parent company’s input costs  are denominated in USD. Reporting in USD reduces the volatility of  currency changes; however, when the U.S. dollar strengthens (weakening  Canadian currency), the reported values of Canadian dollar denominated  items of the Canadian parent company decrease in the consolidated  statements and the opposite occurs when the U.S. dollar weakens.  Canadian dollar denominated items in the Canadian parent company’s  operations are converted to USD at the balance sheet date for balance sheet  items and at the average exchange rate of the month the transaction occurs  for income statement items. As such, foreign currency fluctuations affect the reported values of individual lines on our balance sheet and income statement. At the end of fiscal 2012, the Company changed its presentation currency  from Canadian dollars (“CAD”) to USD, effective retrospectively to January 3, 2010 (comparative information provided for 2010 and 2011 was  therefore restated for this change in presentation currency). Although the  functional currency of the Canadian parent company is CAD, management  believes the USD presentation better reflects the total Company’s business  activities and improves investors’ ability to compare the total Company’s  financial results with other publicly traded businesses in the packaged  foods industry (most of which are based in the U.S. and report in USD) and  should result in less volatility in reported sales on the conversion into the  reporting currency.  The Company’s financial statements are presented in U.S. dollars (“USD”),  and accordingly, financial information in the MD&A are also presented in  USD, unless otherwise noted. (All amounts are in U.S. dollars unless otherwise stated) For the fifty-two weeks ended December 28, 2013  MANAGEMENT’S DISCUSSION & ANALYSIS